DEF 14A of Williams Companies, Inc., Mar 18, 2026

DEF 14A of Williams Companies, Inc.

Filed Mar 18, 2026 · FY20250001193125-26-112643

Open on EDGAR

  1. Our Corporate Governance

    Our Corporate Governance

  2. Our Corporate Governance

    | Proposal 1: Elect 11 Director Nominees for a One-Year Term The Board has nominated the following 11 director nominees to each serve for a one-year fixed term expiring at the 2027 annual meeting of stockholders: Alan S. Armstrong, Stephen W. Bergstrom, Michael A. Creel, Carri A. Lockhart, Richard E. Muncrief, Peter A. Ragauss, Rose M. Robeson, Scott D. Sheffield, William H. Spence, Jesse J. Tyson, and Chad J. Zamarin. | | | | THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” EACH OF THE LISTED DIRECTOR NOMINEES. |

  3. Our Corporate Governance

    Our Board believes strong corporate governance is key to long-term stockholder value and maintaining the trust and confidence of investors, employees, customers, business partners, regulatory agencies, and other stakeholders. Strong corporate governance starts at the top with our Board, elected annually by our stockholders to oversee the selection of the CEO and other executive officers, Company strategy, and risk-management. A summary of our Board composition, refreshment, and skillsets is below, followed in the “Election of Directors” section by detailed biographies for each director nominee and analysis regarding the independence of our Board. The “Corporate Governance” section details the Board’s processes for building an effective board, creating an effective board structure, and executing on effective corporate governance with specific examples of the Board’s oversight and the Company’s practices related to CEO succession, enterprise risk and financial oversight, cybersecurity, public policy and political activity, corporate ethics and compliance, human capital management, and environmental stewardship and sustainability. Our Board Composition*

  4. Our Corporate Governance

    | RACIAL/ETHNIC DIVERSITY | GENDER DIVERSITY | AVERAGE AGE | AVERAGE TENURE | | | | | |

  5. Our Corporate Governance

    *Reflects the anticipated composition of the Board at the conclusion of the Annual Meeting, assuming stockholders elect all nominees to the Board. Calculations are as of April 28, 2026. Our Board*

  6. Our Corporate Governance

    | | | | | | COMMITTEES | | | | | | | NAME & PRINCIPAL OCCUPATION | | Age | Director Since | Independent | AUD | CMDC | EH&S | G&S | BL | Other Current Public Company Boards | | | Alan S. Armstrong Executive Board Chair, The Williams Companies, Inc. | 63 | 2011 | | | | • | | Exec. Chair | BOK Financial Corporation; Constellation Energy Corporation | | | Stephen W. Bergstrom Retired Board Chair, President & Chief Executive Officer, American Midstream Partners GP, LLC | 68 | 2016 | | | • | | • | Indep. Lead Director | None | | | Michael A. Creel Retired Director & Chief Executive Officer, Enterprise Products Partners L.P. | 72 | 2016 | | • | | Chair | | | None | | | Carri A. Lockhart Chief Executive Officer & Managing Director, Karoon Energy Ltd. | 54 | 2023 | | | • | • | | | Karoon Energy Ltd. | | | Richard E. Muncrief Retired Director, President & Chief Executive Officer, Devon Energy Corporation | 67 | 2022 | | | • | | Chair | | None | | | Peter A. Ragauss Retired Senior Vice President & Chief Financial Officer, Baker Hughes Company | 68 | 2016 | | • | | | • | | APA Corporation | | | Rose M. Robeson Retired Group Vice President & Chief Financial Officer, DCP Midstream LLC | 65 | 2020 | | Chair | | • | | | SM Energy Company; NPK International Inc. | | | Scott D. Sheffield Retired Director & Chief Executive Officer, Pioneer Natural Resources Company | 73 | 2016 | | | • | • | | | Tamboran Resources Corporation | | | William H. Spence Retired Board Chair, President & Chief Executive Officer, PPL Corporation | 68 | 2016 | | | Chair | | • | | Pinnacle West Capital Corporation | | | Jesse J. Tyson Retired President & Chief Executive Officer, ExxonMobil Inter-Americas | 73 | 2022 | | • | | | • | | None | | | Chad J. Zamarin President & Chief Executive Officer, The Williams Companies, Inc. | 49 | 2025 | | | | | | | None | | Director Departing the Board after her term expires at the Annual Meeting in 2026 | | | | | | | | | | | | | Stacey H. Doré Executive Vice President of Public Affairs & Chief Strategy & Sustainability Officer, Vistra Corp. | 53 | 2021 | | • | | | Chair | | None |

  7. Our Corporate Governance

    *Reflects the anticipated composition of the Board at the conclusion of the Annual Meeting, assuming stockholders elect all nominees to the Board. All calculated as of April 28, 2026.

  8. Our Corporate Governance

    | AUD | Audit Committee | | CMDC | Compensation & Management Development Committee | | EH&S | Environmental, Health & Safety Committee | | G&S | Governance & Sustainability Committee | | BL | Board Leadership |

  9. Our Corporate Governance

    Nominees’ Skills & Experience Board Refreshment Timeline

  10. Our Corporate Governance

    | | | Chad J. Zamarin Our newest director has already left his mark on Williams, facilitating multiple successful acquisitions. As CEO, Mr. Zamarin will work with the Board to continue bringing long-term value to our stockholders. | | | | Carri A. Lockhart A current CEO and a previous Chief Technology Officer for international energy companies in the upstream sector, Ms. Lockhart capitalizes on both experiences to enhance our Board oversight. | | | | Richard E. Muncrief Mr. Muncrief served as CEO of two oil and gas exploration companies, guiding both through significant mergers and acquisitions. He uses his strong operational background to strengthen our Board discussions. | | | | Jesse J. Tyson Mr. Tyson draws from his lifelong career at Exxon Mobil Corporation to bring us market perspective from a large integrated oil and gas company. | | | | Rose M. Robeson Ms. Robeson, our Audit Committee Chair, brings a wealth of financial experience to our Board, both from serving on other public company board audit committees and from previously serving as CFO at a midstream energy company. |

  11. Our Corporate Governance

    Our Board Skills Matrix, which is summarized to the left, outlines the skills and experience of the current nominees to our Board. As shown in the matrix, the Board believes director candidates can better contribute to Board oversight and discussions if they have prior energy industry experience, which is why 100% of our director candidates have such experience. Our Board Refreshment Timeline above demonstrates the Board’s thoughtful efforts to find quality candidates that are a good fit for our Board, which is a process managed by the Board’s Governance and Sustainability Committee. As detailed in the “Building an Effective Board” section, the Board seeks candidates with energy experience and that have a variety of backgrounds and perspectives. Sitting from left to right: Richard E. Muncrief, Michael A. Creel, Peter A. Ragauss Standing from left to right: Rose M. Robeson, Chad J. Zamarin, Jesse J. Tyson, Stephen W. Bergstrom, Alan S. Armstrong, William H. Spence, Carri A. Lockhart, Scott D. Sheffield See page 11 for the full Board Skills Matrix. Our Governance Best Practices

  12. Our Executive Compensation

    | | | FORM OF PAYMENT | PERFORMANCE PERIOD | PERFORMANCE CRITERIA | OBJECTIVES | PAGE | | Fixed | Base Pay | Cash | Ongoing | Job Criteria | • Compensation for carrying out the duties of the job. • Recognizes individual experiences, skills, and sustained performance. • Provides attraction and retention of talent. | Page 61 | | | Annual Incentive Program (“AIP”) | Cash | Pays out after one year performance period based on performance criteria (0% - 200%) | • Adjusted EBITDA (85%) • Critical Tier 3 Loss of Primary Containment Ratio (5%) • Methane Emissions Intensity Reduction (5%) • High Potential Hazard ID to Incident Ratio (5%) | • Incents the accomplishment of annual business goals. • Aligns interests of executives to our stockholders. • Retention. | Page 62 | | Variable | Long-Term Incentives | Equity: Performance- Based Restricted Stock Units (“PSUs”) | Granted annually and vests after three-year performance period based on performance-criteria (0% - 200%) | • Cash Return on Invested Capital (“CROIC”) (50%) • Available Funds from Operations (“AFFO”) per share (50%) • Relative Total Stockholder Return (“TSR”) Modifier (+/-25%)* | • Incents the accomplishment of long-term sustainable business goals. • Aligns interests of executives to our stockholders. • Promotes Company ownership. • Provides attraction and retention of talent. | Page 65 | | | | Equity: Time-Based Restricted Stock Units (“RSUs”) | Vests after three-year time frame | Stock Price | | |

  13. Our Executive Compensation

    * Beginning in 2025, CROIC replaced Return on Capital Employed (ROCE) as a performance metric. AFFO per Share and Relative TSR were retained as performance criteria for the PSUs awarded in 2023, 2024, and 2025. Our Compensation Best Practices Our Board and the Compensation and Management Development Committee (“Compensation Committee”) oversee the design and administration of the executive compensation program for our CEO and other named executive officers (“NEOs”). The process includes, among other things, an annual review of the compensation program structure, reflection on stockholder feedback received as well as the prior year say-on-pay results, input from an independent compensation consultant, peer comparisons, and performance evaluations. The tables below highlight select best practices utilized in our compensation process.

  14. What We Do

    | | STOCK AWARD VESTING PERIODS RSU awards provided to our NEOs generally vest three years from grant date. | | | “DOUBLE TRIGGERS” FOR EQUITY OR SEVERANCE PAYMENTS FOR A CHANGE IN CONTROL Severance payments and accelerated vesting of equity awards in the event of a change in control require both a change in control and a termination under certain circumstances without cause (“double trigger”), unless the acquiring company does not assume or replace the awards. | | | CLAWBACKS OF EXECUTIVE COMPENSATION The Board may recoup incentive compensation in certain circumstances including for fraud or intentional misconduct and as required by the New York Stock Exchange. | | | ROBUST EQUITY OWNERSHIP GUIDELINES We have established stock ownership guidelines to appropriately align the interests of our executive officers and directors with our stockholders: |

  15. What We Don’t Do

    | | NO EMPLOYMENT AGREEMENTS WITH OUR NEOS EXCEPT STANDARD CHANGE IN CONTROL AGREEMENTS | | | NO CASH DIVIDEND EQUIVALENTS ON RSUS UNTIL ELIGIBLE RSUS VEST AND ARE DISTRIBUTED | | | NO EXCISE TAX GROSS UP PAYMENTS PROVIDED FOR IN OUR CHANGE IN CONTROL AGREEMENTS | | | NO EXCESSIVE PERQUISITES |

  16. What We Don’t Do

    | | NO REPRICING OR REPLACING UNDERWATER STOCK OPTIONS | | | NO PRICING STOCK OPTIONS BELOW GRANT DATE FAIR MARKET VALUE | | | NO SHARE RECYCLING FOR STOCK OPTIONS | | | NO HEDGING OR PLEDGING OF COMPANY STOCK Our Policy on Securities Trading prohibits our directors, officers, and employees from engaging in hedging activities related to our securities or from pledging our securities as collateral for a loan. |

  17. VOTING ROADMAP

    | TYPE OF PAYMENT | AMOUNT PAID | TERMS OF PAYMENT | | Annual Cash Retainer | $120,000 | Paid in quarterly installments. | | Annual Equity Retainer (RSU) | $185,000 | Paid annually on the date of the annual meeting and deferred until the director’s retirement from the Board. Dividend equivalents on the RSUs are reinvested until distribution. |

  18. VOTING ROADMAP

    | LEADERSHIP ROLE | TYPE OF PAYMENT | AMOUNT PAID | TERMS OF PAYMENT | | Independent Lead Director | Annual Equity Retainer (RSU) | $200,000 | Paid annually on the date of the annual meeting and deferred until the director’s retirement from the Board. Dividend equivalents on the RSUs are reinvested until distribution. | | Audit Committee Chair | Annual Cash Retainer | $30,000 | Paid in quarterly installments. | | Compensation & Management Development Committee Chair | Annual Cash Retainer | $20,000 | Paid in quarterly installments. | | Environmental, Health & Safety Committee Chair | Annual Cash Retainer | $20,000 | Paid in quarterly installments. | | Governance and Sustainability Committee Chair | Annual Cash Retainer | $20,000 | Paid in quarterly installments. |

  19. Director Compensation for Fiscal Year 2025

    Director Compensation for Fiscal Year 2025 The compensation earned by each director for 2025 service is outlined in the following table:

  20. Director Compensation for Fiscal Year 2025

    | NAME | FEES EARNED OR PAID IN CASH (1) | FEES EARNED OR PAID IN STOCK (2) | OPTION AWARDS | NON-EQUITY INCENTIVE PLAN COMPENSATION | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS | ALL OTHER COMPENSATION (3) | TOTAL | | Stephen W. Bergstrom | $120,000 | $384,991 | $— | $— | $— | $35,000 | $539,991 | | Michael A. Creel | 140,000 | 184,977 | — | — | — | 5,000 | 329,977 | | Stacey H. Doré | 140,000 | 184,977 | — | — | — | 20,000 | 344,977 | | Carri A. Lockhart | 120,000 | 184,977 | — | — | — | — | 304,977 | | Richard E. Muncrief | 120,000 | 184,977 | — | — | — | — | 304,977 | | Peter A. Ragauss | 120,000 | 184,977 | — | — | — | 10,000 | 314,977 | | Rose M. Robeson | 150,000 | 184,977 | — | — | — | — | 334,977 | | Scott D. Sheffield | 120,000 | 184,977 | — | — | — | — | 304,977 | | Murray D. Smith(4) | 30,000 | — | — | — | — | 500 | 30,500 | | William H. Spence | 140,000 | 184,977 | — | — | — | 25,000 | 349,977 | | Jesse J. Tyson | 120,000 | 184,977 | — | — | — | — | 304,977 |

  21. Director Compensation for Fiscal Year 2025

    (1) The fees paid in cash are itemized in the following chart:

  22. Director Compensation for Fiscal Year 2025

    | NAME | ANNUAL CASH RETAINER INCLUDING SERVICE ON TWO COMMITTEES | AUDIT COMMITTEE CHAIR RETAINER | COMPENSATION & MANAGEMENT DEVELOPMENT COMMITTEE CHAIR RETAINER | GOVERNANCE & SUSTAINABILITY COMMITTEE CHAIR RETAINER | ENVIRONMENTAL, HEALTH, & SAFETY COMMITTEE CHAIR RETAINER | TOTAL | | Bergstrom | $120,000 | $— | $— | $— | $— | $120,000 | | Creel | 120,000 | — | — | — | 20,000 | 140,000 | | Doré | 120,000 | — | — | 20,000 | — | 140,000 | | Lockhart | 120,000 | — | — | — | — | 120,000 | | Muncrief | 120,000 | — | — | — | — | 120,000 | | Ragauss | 120,000 | — | — | — | — | 120,000 | | Robeson | 120,000 | 30,000 | — | — | — | 150,000 | | Sheffield | 120,000 | — | — | — | — | 120,000 | | Smith(4) | 30,000 | — | — | — | — | 30,000 | | Spence | 120,000 | — | 20,000 | — | — | 140,000 | | Tyson | 120,000 | — | — | — | — | 120,000 |

  23. Director Compensation for Fiscal Year 2025

    (2) Awards were granted under the terms of the 2007 Incentive Plan and represent time-based RSUs. Amounts shown are the grant date fair value of awards computed in accordance with FASB ASC Topic 718. The assumptions used to value the stock awards can be found in our Form 10-K for the year-ended December 31, 2025. (3) All other compensation includes matching contributions paid in 2025 made on behalf of the Board to charitable organizations through the Matching Grants Program or the United Way Program. It is possible for directors to make charitable contributions at the end of the year that are not matched by the Company until the following year. Mr. Smith retired from the Board in April 2025. The payment for his service in the fourth quarter of the 2024-2025 fiscal year was paid in early 2025.

  24. Board Leadership

    Board Leadership The Board reviews at least annually its leadership structure to evaluate whether it remains appropriate for the Company. Pursuant to our By-laws and Corporate Governance Guidelines, the positions of Board Chair and President and CEO may be held by the same or different persons. In 2011, the Board separated the offices of Board Chair and CEO and elected an independent director as Board Chair. Stephen Bergstrom served as our Non-Executive Board Chair from 2017 until July 2025. Upon Mr. Armstrong's retirement as President and CEO in July 2025, the Board asked Mr. Armstrong to continue to serve on the Board as executive Board Chair. The Board believes Mr. Armstrong is currently in the best position to serve as executive Board Chair due to his proven leadership skills and deep understanding of the Company and the industry. Following this transition, Mr. Bergstrom continued his role of leading the independent directors as the independent Lead Director. The Board believes Mr. Bergstrom is currently in the best position to serve as independent Lead Director due to his successful tenure as non-executive Board Chair for the past 8 years and his broad industry knowledge. At this time, the Board believes that having an executive Board Chair and independent Lead Director is the most appropriate Board leadership structure. The Board retains the flexibility to revise the structure based upon its periodic assessment and thoughtful review of the Company's needs and leadership.

  25. Board Leadership

    | Executive Board Chair | | Independent Lead Director | | | | ALAN S. ARMSTRONG In Position Since: 2025 Director Since: 2011 | | STEPHEN W. BERGSTROM In Position Since: 2025 Director Since: 2016 | | Key Responsibilities: | | Key Responsibilities: | | | • Setting the Board meeting agenda, in consultation with the independent Lead Director and President and CEO. • Acting as liaison between the Board and management and overseeing the appropriate flow of information to the Board. • Assisting the Board committee chairs in preparing agendas. • Presiding at Board meetings. • Chairing the annual meeting of stockholders or any special meetings of the stockholders. | | • Ensuring robust, independent oversight of the Company's leadership and promoting effective corporate governance. • Consulting with and providing input to the Board Chair regarding Board meeting agendas. • Serving as a liaison between the independent directors and the executive Board Chair. • Convening meetings of the independent directors as needed. • Presiding at all executive sessions or meetings of the independent directors and presiding at Board meetings at the request or absence of the executive Board Chair. • Overseeing the performance evaluation of the executive Board Chair and the President and CEO. • Receiving correspondence from stockholders wishing to communicate with non-management directors. | |

  26. Board Leadership

    Executing on Effective Corporate Governance The Board exercises its oversight through the creation and approval of governance policies and best practices, meeting regularly with and without management, including Board committee meetings overseeing specific subject matters, and incorporating feedback received from stockholders.

  27. Independent Executive Compensation Advisor

    | • provide competitive market data and advice related to the CEO’s compensation and incentive design; • review and evaluate management-developed market data and recommendations on compensation, incentive mix, and incentive design for NEOs and certain other executives (excluding the CEO); | • develop the selection criteria and recommend comparator companies for executive compensation and performance comparisons; • provide information on executive compensation trends and their implications to Williams; and | • provide competitive market data and advice on non-employee director compensation. |

  28. Ethics and Compliance

    | All EMPLOYEES COMPLETE annual Code of Business Conduct training. | Our Governance and Sustainability Committee annually reviews and amends as necessary our Code of Business Conduct and Code of Conduct for Suppliers and Contractors, which set the ethical conduct expectations for our Company, contractors, and suppliers. See earlier in this section for a description of these policies. We maintain an Ethics and Compliance Program, which is overseen by our Chief Ethics and Compliance Officer (“Chief Compliance Officer”) to administer Code of Business Conduct training and ensure compliance with Company policies, including Federal | | Energy Regulatory Commission compliance. We encourage our employees to report suspected violations of any law, regulation, or Company policy and offer several confidential mechanisms for reporting. Our Chief Compliance Officer, or his/her delegee, and the General Counsel report to the Audit Committee regarding accounting and auditing concerns and to the Governance and Sustainability Committee regarding all other Code of Business Conduct concerns or calls to our ethics hotline. The report is generated by our Business Ethics Resource Center (“BERC”) and contains hotline metrics, investigation volume and outcomes, and benchmarking data. At least annually, the Governance and Sustainability Committee reviews the effectiveness of our Ethics and Compliance Program. In January 2023, we presented the results of a third-party assessment of our Ethics and Compliance Program to the Governance and Sustainability Committee. We also have an Ethics Advisory Panel with representatives from across the Company that meets regularly to oversee the effectiveness of our Ethics and Compliance Program, review comparative benchmark metrics, and recommend enhancements as needed. | |

  29. safety

    | | Environmental Stewardship and Sustainability Environmental sustainability at Williams is about driving long-term financial success, providing affordable and reliable energy while being good stewards of our natural resources, and leveraging our natural gas strategy and infrastructure to build a clean energy future. Our entire Board and each Board Committee plays a role in oversight. Our Governance and Sustainability Committee oversees (a) our ESG strategy and policies, including matters that may arise due to climate change and energy transition and (b) reviews current and emerging issues, trends, major legislative and regulatory developments, stockholder engagement, or other public policy matters related to ESG. At every regularly scheduled Governance and Sustainability Committee meeting, management provides an ESG report, as well as updates on the development of our annual Sustainability Report. Our Audit Committee shares responsibility with the Governance and Sustainability Committee for ESG oversight, focusing on matters concerning numerical integrity. Our Compensation Committee modifies the compensation program as needed to help progress our sustainability-related goals. Our Environmental, Health and Safety Committee monitors environmental, health and safety matters, including compliance with applicable and proposed legislation, regulations, and orders; conformance with industry standards and best practices; and environmental sustainability. Finally, our full Board oversees management of sustainability-related risks and opportunities, integration of ESG into our corporate strategy, and reviews our Sustainability Report prior to publication. We have a Sustainability Steering Committee comprised of leaders from across the Company, including operations, project execution, and corporate strategy. These leaders champion the development and implementation of sustainability initiatives across our business and provide directional feedback in the preparation of our Sustainability Report and other sustainability-related content. Our Director of Business Development and Sustainability leads the development and execution of our sustainability integration strategy, including engaging with external stakeholders to understand sustainability expectations and communicating our performance and management practices. Key focus areas for 2025 included: emissions reduction efforts, permitting reform, and our growing power innovation business. COMMITTED TO SUSTAINABLE OPERATIONS Williams strives to preserve the environment for future generations by avoiding, minimizing and mitigating potential impacts on biodiversity and land during the routing, siting, construction, maintenance, remediation, and retirement of pipelines and facilities. We conduct Geographic Information System (GIS) analyses, computer-based reviews, and site-specific surveys to pinpoint sensitive environmental, cultural, and historic areas. In addition to working with permitting agencies, Williams collaborates with interest groups, biodiversity and land mapping experts, community organizations, and land management agencies to develop appropriate impact minimizations, restoration, and offset plans. Williams is committed to strong landowner engagement and partnership, responsibly installing pipelines during construction, and, when assets are retired, restoring the land to its original state or beyond, while creating opportunities for beneficial reuse. Williams understands water is a precious resource, and we work to use it responsibly during asset construction, operation, and retirements. Williams’ environmental inspection, compliance and corrective action programs, such as our Environmental Assessment Program, help us adhere to all relevant environmental laws and regulations regarding water use. We try to avoid construction through wetlands and sensitive streams, reduce workspaces in or near water features, and monitor operational water usage and the impact of our operations on water-stressed regions. |

  30. Committed to a clean energy future

    We request our stockholders’ non-binding, advisory vote on our NEO compensation as disclosed, in accordance with the SEC’s rules, in this proxy statement. This proposal is commonly known as a “say-on-pay” proposal. As discussed in the “Compensation Discussion and Analysis” section as well as in the tables in the “Executive Compensation Tables and Other Information” section, our compensation programs are designed to attract and retain the talent needed to drive stockholder value and help each of our businesses meet or exceed financial and performance targets. Our compensation programs are intended to reward our NEOs for successfully implementing our strategy to grow our business and create long-term stockholder value. We believe our programs effectively link executive pay to the financial performance of the Company while also aligning our NEOs with the interests of our stockholders. The following are some key points that demonstrate our commitment to aligning pay to performance: • the significant majority of NEO target compensation is in the form of long-term equity awards, ensuring pay is linked to the performance of our Company’s common stock; • during 2025, we measured performance-based RSU awards by CROIC and AFFO per share, with relative TSR as a modifier, which focuses performance on our commitment to improve CROIC performance, cash generation, and strong stock price performance in relation to our comparator group; and • our Annual Incentive Program aligns payments to actual performance on pre-established targets effectively linking the Company’s financial, environmental, and safety performance to NEO pay. We are seeking our stockholders’ support for our NEO compensation as detailed in this proxy statement. This proposal conforms to SEC requirements and seeks our stockholders’ views on our NEO compensation. It is not intended to address any specific element of compensation, but rather the overall compensation provided to our NEOs, including our pay philosophy, our pay principles, and our pay practices as described in this proxy statement. The Board asks that you vote “FOR” the following resolution: RESOLVED, that the stockholders of The Williams Companies, Inc. (the “Company”) approve, on an advisory basis, the executive compensation of the Company’s named executive officers as disclosed within this proxy statement pursuant to the compensation disclosure rules of the Securities Exchange Act of 1934, as amended (Item 402 of Regulation S-K), which includes the Compensation Discussion and Analysis, the compensation tables, and any related narrative discussion contained in this proxy statement. Your vote is advisory and will not be binding on the Board, overrule any Board decision, or require the Board to take any action. However, the Board will consider the outcome of the vote when evaluating future executive compensation decisions for NEOs. We currently conduct annual advisory votes on executive compensation, and we expect to conduct the next advisory vote at our 2026 annual meeting of stockholders.

  31. Committed to a clean energy future

    | Table of Contents | | | | | CD&A Executive Summary | 52 | Annual Cash Incentives | 61 | | Our Commitment to Pay for Performance | 53 | Long-Term Incentives | 65 | | Business Overview | 54 | Benefits and Other Compensation Program Details | 69 | | Sustainability Recognition | 55 | | | | Additional Business Updates | 56 | Compensation and Management Development Committee Report | 72 | | Compensation Program Overview | 57 | | | | Compensation Program Components | 61 | Executive Compensation Tables and Other Information | 73 | | Base Pay | 61 | | |

  32. Roles in the Compensation Recommendation and Decision Process

    | ROLE OF BOARD OF DIRECTORS | ROLE OF COMPENSATIONCOMMITTEE | ROLE OF CEO | ROLE OF INDEPENDENT CONSULTANT | ROLE OF MANAGEMENT | | | | | | | | • Reviews CEO performance (evaluations, CEO self-assessment, and company performance) • Approves Board of Director pay | • Determines CEO and NEO pay • Recommends Board of Director pay • Seeks input from independent consultant • Engages independent consultant on comparator groups, Board of Director pay, and CEO pay | • Reviews NEO performance • Reviews competitive market information • Recommends NEO pay, including base pay adjustments, AIP, Long-Term Incentives (“LTI”) and any other compensation • No role in setting compensation for his/her role | • Assists Compensation Committee in discussions and decisions regarding NEO compensation • Provides competitive market data for CEO and NEOS • Develops comparator group with input from Compensation Committee and Management • Provides market data and analysis regarding Board of Director pay | • Human Resources provides CEO with data from comparator group proxies • Human Resources provides CEO with pay information from various compensation surveys |

  33. Comparator Group

    Comparator Group

  34. Determining Our Comparator Group

    Determining Our Comparator Group Companies in our executive compensation benchmarking comparator group have a range of assets, market capitalization, and enterprise value. Business consolidation and unique operating models in our industry create some challenges in identifying comparator companies. Accordingly, we take a broad view of comparability to include organizations that are similar to Williams. This results in compensation that is appropriately scaled and reflects comparable complexities in business operations. We typically aim for a comparator group of 15 to 20 companies so our comparisons will be valid. The 2025 comparator group includes 16 companies, which comprise a mix of both direct business competitors and companies with whom we compete for talent. The Compensation Committee utilizes a smaller targeted comparator company group for the purposes of measuring Relative TSR related to our performance-based RSU awards. While not perfectly aligned to our natural gas strategy, these selected companies are more similar to our specific segment of the energy industry.

  35. How We Use Our Comparator Group

    How We Use Our Comparator Group We refer to publicly available information to analyze our comparator companies’ practices including how pay is divided among long-term incentives, annual incentives, base pay, and other forms of compensation. This allows the Compensation Committee to ensure competitiveness and appropriateness of proposed compensation packages. When setting pay, the Compensation Committee uses market median information of our comparator group, as opposed to market averages, to ensure that the impact of any unusual events that may occur at one or two companies during any particular year is diminished from the analysis. If an event is particularly unusual and surrounded by unique circumstances, the data is completely removed from the assessment. The smaller targeted comparator company group is used solely for the purposes of measuring Relative TSR related to our performance-based RSU awards. The following lists our 2025 executive compensation benchmarking comparator group and Williams’ percentile ranking compared to our peers for total assets, market capitalization, and enterprise value as originally reported for 2024:

  36. How We Use Our Comparator Group

    | 2025 COMPENSATION PEER GROUP | | | | | CenterPoint Energy Inc. | Enbridge Inc. | Marathon Petroleum Corp. | Sempra | | Cheniere Energy Inc. | Enterprise Products Partners L.P. | Occidental Petroleum | The Southern Company | | Devon Energy Corp. | EOG Resources, Inc. | ONEOK, Inc. | Targa Resources Corp. | | Dominion Energy, Inc. | Kinder Morgan, Inc. | Phillips 66 | TC Energy Corp. |

  37. How We Use Our Comparator Group

    | WILLIAMS PERCENTILE RANK VS PEERS | | | | Total Assets | Market Capitalization | Enterprise Value | | 30th percentile | 78th percentile | 67th percentile |

  38. How We Use Our Comparator Group

    The Compensation Committee added Occidental Petroleum (OXY) to the comparator group for 2025. Pioneer Natural Resources Company was acquired in 2024 and, as disclosed in the 2025 Proxy, was removed from the comparator group. A separate comparator company group is used to specifically measure Relative TSR as it pertains to performance-based RSU awards. This group has been unchanged since introduced in the 2017 awards:

  39. How We Use Our Comparator Group

    | • Enbridge Inc. • Energy Transfer LP • Enterprise Products Partners L.P. | • Kinder Morgan, Inc. • ONEOK, Inc. • Plains All American Pipeline, L.P. | • Targa Resources Corp. • TC Energy Corp. • Western Midstream Partners, L.P. |

  40. Our Pay Setting Process

    Our Pay Setting Process During the first quarter of the year, the Compensation Committee completes a review to ensure we are paying competitively, equitably, and in a way that encourages and rewards performance. The compensation data of our comparator group, disclosed primarily in proxy statements, is the primary market data we use when benchmarking the competitive pay of our NEOs. Aggregate market data obtained from recognized third-party executive compensation survey companies is used to supplement and validate comparator group market data.

  41. How We Determine Each Type of Pay

    | TYPE OF PAY & FORM | | PERFORMANCE PERIOD (YEARS) | OBJECTIVES | | Fixed | Base pay (cash) | 1 | • Compensates for carrying out the duties of the job • Recognizes individual experiences, skills, and sustained performance • Provides attraction and retention | | At Risk | Short-term incentive: Annual cash incentive | 1 | • Incents the accomplishment of annual business goals • Aligns interests of executives to our stockholders • Provides attraction and retention | | | Long-term incentive: Performance- based RSUs | 3 3 | • Incents the accomplishment of long-term sustainable business goals • Aligns interests of executives to our stockholders • Promotes ownership in the Company • Provides attraction and retention | | | Long-term incentive: Time-based RSUs | | |

  42. Annual Cash Incentives

    Annual Cash Incentives As previously mentioned in the “Our Commitment to Pay for Performance” section, we pay annual cash incentives to encourage and reward our NEOs for making decisions that improve our annual operating performance through our AIP. The objectives of our AIP are to: • offer sufficient incentive compensation to motivate management to put forth extra effort, take prudent risks, and make effective decisions to maximize stockholder value; • motivate and incent management to choose strategies and investments that maximize long-term stockholder value; provide sufficient total compensation to retain management; and limit the cost of compensation to levels that will maximize the return of current stockholders without compromising the other objectives. NEOs’ AIP business performance is based on enterprise results of these business metrics in relation to established targets. We only use enterprise-level performance metrics for our NEOs to promote teamwork and collaboration by creating a shared goal for the overall Company performance. Our business performance targets are established utilizing the annual financial plan. Goals related to ROCE and CROIC growth, as well as operating margin improvement, are considered when establishing the financial plan. Our incentive program allows the Compensation Committee to make adjustments to these business performance metrics to reflect certain business events. When determining which adjustments are appropriate, we are guided by the principle that incentive payments should not result in unearned windfalls or impose undue penalties. In other words, we make adjustments to ensure NEOs are not rewarded for positive results they did not facilitate nor are they penalized for certain unusual circumstances outside their control. The Compensation Committee’s independent compensation consultant, FW Cook, annually compares our relative performance on various measures, including EBITDA, Earnings Per Share, and TSR with our comparator group of companies. The Compensation Committee also uses this analysis to validate the reasonableness of our AIP results. Additionally, the Compensation Committee also reviews the annual incentive payout levels for our comparator group of companies.

  43. How We Set Our Annual Incentive Program Goals

    How We Set Our Annual Incentive Program Goals

  44. How We Set Our Annual Incentive Program Goals

    | 1 CEO, CFO, AND NEOs Establish business and financial goals. | | 2 OPERATIONAL/ FUNCTIONAL LEADERS Create specific business and financial goals. | | 3 CORPORATE PLANNING Consolidate into enterprise business and financial goals. | | 4 CEO, CFO, AND NEOs Finalize enterprise business and financial plan, establish AIP goals, and recommend to the Compensation Committee. | | 5 COMPENSATIONCOMMITTEE Review and make any necessary adjustments to set AIP goals. Monitors progress throughout the year. |

  45. Annual Incentive Program

    Annual Incentive Program The AIP Calculation. The 2025 AIP is based on the weighted measures of Adjusted EBITDA and environmental and safety metrics. Each metric is directly aligned with our business strategy to operationally grow the business, operate safely in everything we do, and continue to align with our dividend growth strategy.

  46. Annual Incentive Program

    | BUSINESS PERFORMANCE METRIC & WEIGHTING | | MEASURING | IMPORTANCE | | 85% | Adjusted EBITDA | • Profit Metric | • Maintains a focus on generating expected levels of annual profit | | 15% | Environmental and Safety | • Methane Emissions Intensity Reduction • Critical Tier 3 Loss of Primary Containment Ratio • High Potential Hazard ID to Incident Ratio | • Drives frontline employee action to address environmental and safety opportunities • Emphasizes importance of environmental and safety leadership and improvement |

  47. Annual Incentive Program

    The attainment percentage of AIP goals results in a payment of an annual cash incentive along a continuum between threshold and stretch levels, which in total corresponds to 0 percent through 200 percent of the NEO’s annual cash incentive target. The Adjusted EBITDA metric threshold is established at 50 percent of target. While the established stretch target is set at 200 percent, the Adjusted EBITDA metric result may exceed 200% to contribute beyond stretch toward the overall AIP payout. Environmental and Safety metric results have a maximum performance payout of 200%. However, under no circumstance can the total calculated AIP award exceed 200 percent of target. 2025 NEO AIP Targets. The starting point to determine annual cash incentive targets (expressed as a percentage of base pay earned during 2025) is competitive market information referencing the market median, or 50th percentile, which provides an idea of what other companies target to pay in annual cash incentives for similar jobs. We also consider the internal value of each job (i.e., how important the job is to execute our strategy compared to other jobs in the Company) before the target is set for the year. The annual cash incentive targets as a percentage of base pay for the NEOs in 2025 were as follows:

  48. Annual Incentive Program

    | POSITION | 2025 TARGET | | President and Chief Executive Officer | 150% | | Executive Board Chair and Former President and Chief Executive Officer | 150% | | EVP Corporate Strategic Development | 100% | | EVP and Chief Financial Officer | 90% | | EVP and Chief Operating Officer | 110% | | SVP and General Counsel | 80% | | Former EVP and Chief Operating Officer | 110% |

  49. Annual Incentive Program

    Mr. Zamarin’s 2025 AIP target increased from 100% to 150% at the time of his promotion to President and Chief Executive Officer in July 2025. His 2025 AIP award was prorated to reflect the change in his AIP target and base pay, as discussed in a preceding section. Mr. Armstrong’s 2025 AIP target remained unchanged at 150% at the time of his transition from President and Chief Executive Officer to executive Board Chair in July 2025. His 2025 AIP award was prorated to reflect the change in base pay associated with this transition, as discussed in a preceding section. Mr. Wingo was hired in July 2025 as Executive Vice President, Corporate Strategic Development, and his 2025 AIP award was prorated to reflect the portion of the year he was employed by Williams. Mr. Larsen’s 2025 AIP target increased from 75% to 110% at the time of his promotion to Executive Vice President and Chief Operating Officer in May 2025. His 2025 AIP award was prorated to reflect the change in his AIP target and base pay, as discussed in a preceding section. Mr. Dunn retired in May 2025 as Executive Vice President and Chief Operating Officer, and his 2025 AIP award was prorated to reflect the portion of the year he was employed by Williams. Determining 2025 AIP Awards. To determine the funding of the annual cash incentive, we use the following calculation for each NEO: Based on business performance relative to the established goals, the Compensation Committee certified business performance results as 136 percent of target as follows:

  50. Annual Incentive Program

    | METRICS | WEIGHTING | THRESHOLD | TARGET | STRETCH @ 200% | ACTUAL | PAYOUT | WEIGHTED PAYOUT% | | Adjusted EBITDA (as adjusted for AIP purposes) | 85% | $7,345 | $7,650 | $7,880 | $7,707 | 125% | 106% | | Methane Emissions Intensity Reduction | 5% | ≤ 0.0% | 5.0% | ≥ 10.0% | 11.5% | 200% | 10% | | Critical Tier 3 Loss of Primary Containment Ratio | 5% | ≤ 14:1 | 18:1 | ≥ 22:1 | 26:1 | 200% | 10% | | High Potential Hazard ID to Incident Ratio | 5% | ≤ 45:1 | 53:1 | ≥ 61:1 | 69:1 | 200% | 10% | | 2025 AIP Business Performance % | | | | | | | 136% |

  51. Annual Incentive Program

    This award was paid in March 2026. It’s important to note that our metrics and associated targets were approved as part of our normal annual process and the targets were not adjusted due to other 2025 circumstances. We calculate Adjusted EBITDA as: Gross margin less operating and maintenance expenses, less selling, general and administrative expenses, less other (income) and expense, plus proportionate EBITDA of joint venture partnerships. The Adjusted EBITDA metric includes a commodity collar mechanism of plus or minus $100 million for the combined impact above or below Plan for Gas and NGL Marketing Services and E&P businesses. The collar did not trigger in 2025. For 2025, we utilized three environmental and safety metrics including Methane Emissions Intensity Reduction, Critical Tier 3 Loss of Primary Containment Ratio (“CT3 LOPCR”), and High Potential Hazard ID to Incident Ratio (“HiPo HIIR”). The Methane Emissions Intensity Reductions metric focuses on the Company’s commitment to reducing our methane emissions expeditiously. The CT3 LOPCR metric focuses on environmental performance and aligns with our core value of being safety driven. The metric is considered a leading indicator to more significant process safety incidents and drives to reduce Tier 1 and Tier 2 LOPC events. The HiPo HIIR metric places an emphasis on hazard identification and assessments to prevent incidents. The environmental and safety metrics are each on a payout curve. The annual performance results for the environmental and safety metrics, for the purpose of determining the final AIP business performance result, are calculated at the same time every year, which is the same time the AIP business performance is determined and approved. The final results for these environmental and safety metrics, due to this timing, could differ slightly from the AIP calculated results. Individual performance, such as success toward our strategic objectives and individual goals, and successful demonstration of the Company’s values which exceeded expectations may be recognized through adjustments. Payments may also be adjusted downward if performance warrants. In recognition of individual performance and leadership during the year, the Compensation Committee chose to apply an adjustment to certain NEOs excluding the CEO and former CEO. In total, the adjustments applied to the calculated NEO awards were approximately 16 percent of the aggregate calculated awards. 2026 AIP Design. Metrics and weightings for the 2026 AIP design have been updated. The weighting for Adjusted EBITDA remains 85 percent. The environmental and safety metrics will continue to be weighted at 15 percent in aggregate as Methane Emissions Intensity Reduction will be weighted at 5 percent and High Potential Hazard ID to Incident Ratio will be weighted at 10 percent. Critical Tier 3 Loss of Primary Containment Ratio is being removed from the program to simplify our design and eliminate overlap between employee and process safety metrics. These metrics continue our focus on environmental and safety performance, the reduction of greenhouse gasses, and are aligned with our values and commitment to being a responsible steward of the environment.

  52. Annual Incentive Program

    | 2026 AIP METRICS | WEIGHT | | Adjusted EBITDA | 85% | | Environmental and Safety | 15% |

  53. Long-Term Incentives

    Long-Term Incentives To determine the value for long-term incentives granted to a NEO each year, we consider the following factors: • the market median and specific awards made to executives in similar positions within our comparator group of companies; • the proportion of long-term incentives relative to base pay; • the NEO’s impact on Company performance and ability to create value; • long-term business objectives; • the market demand for the NEO’s particular skills and experience; • the amount granted to other NEOs in comparable positions at the Company; • the NEO’s demonstrated historical performance; and • the NEO’s leadership performance. A summary of the long-term incentive program details for 2025 are shown in the following table. The long-term incentive mix for the CEO differs from the mix for the other NEOs. Since the CEO has more opportunity to influence our financial results, the Compensation Committee considers it appropriate that a greater percentage of his long-term incentives are directly tied to performance and the Company stock price.

  54. Long-Term Incentives

    | | PERFORMANCE-BASED RSUS | TIME-BASED RSUS | | CEO Equity Mix | 60% | 40% | | NEO Equity Mix | 50% | 50% | | Term | Three years | Three years | | Frequency | Granted annually | Granted annually | | 2025 Performance Criteria | CROIC and AFFO per Share with Relative TSR as a modifier | Retention | | Vesting | Cliff vesting after three years | Cliff vesting after three years | | Payout | Upon vesting, shares are distributed based on performance certification (0% – 200%) | Upon vesting, shares are distributed | | Dividends | Dividend equivalents accrued and paid in cash upon vesting but only on earned shares | Dividend equivalents accrued and paid in cash upon vesting |

  55. PERFORMANCE-BASED RSUS

    PERFORMANCE-BASED RSUS Performance-based RSU awards are only earned if we attain specific pre-determined performance results. The 2022, 2023, and 2024 performance-based RSU awards utilize ROCE and AFFO per Share to determine performance and the actual number of units that will vest. The 2025 and 2026 performance-based RSU awards utilize Cash Return on Invested Capital (“CROIC”) and AFFO per Share to determine performance. Each award utilizes Relative TSR as a performance modifier. Beginning with the 2022 awards, performance-based RSUs accrue cash dividend equivalents that would only pay on any earned units upon the vesting and distribution of the award. 2022 Performance-based RSU Awards. The 2022 performance-based RSU awards, granted on February 23, 2022, utilized two equally weighted metrics to measure performance and could result in a payout range from 0 percent to 200 percent of target. ROCE and AFFO per Share were each weighted at 50 percent and both were measured against pre-established targets. Additionally, the calculated result from these weighted financial metrics could be increased or decreased by 25 percent of the calculated result utilizing a Relative TSR metric. If our TSR relative to our peer company group was in the top three companies, the calculated result will be increased by 25 percent, while the calculated result will be decreased by 25 percent if our TSR relative to our peer company group is in the bottom three companies. However, under no circumstance can the total calculated award exceed 200 percent of target. The ROCE performance target for this award was set at 9.65 percent, a 16.30 percent increase above the 8.30 percent target established for the prior year’s award. AFFO per Share exceeded stretch target. Williams TSR during this period produced a 30.90 percent annualized return. Our Relative TSR was in the top-third of our peer company group, resulting in an increase to the calculated result by 25 percent. The 2022 performance-based award, which vested in February 2025, distributed 191.7 percent of the targeted number of RSUs awarded.

  56. PERFORMANCE-BASED RSUS

    | Performance-based RSU Metrics | Weighting (%) | Threshold | Target | Stretch | Metric Result | Weighted Result | | 2024 ROCE - Total Williams | 50% | 9.25% | 9.65% | 10.25% | 106.7% | 53.3% | | | | Actual: 9.69% | | | | | | 2024 AFFO per Share | 50% | $3.75 | $3.87 | $4.05 | 200.0% | 100.0% | | | | Actual: $4.40 | | | | | | Relative TSR | | —Modifier may increase or decrease result by 25% +/-%— | | | | | | | | Actual: 3rd of 10 (top-third) | | | n/a | x1.25 | | Final Result | | | | | | 191.7% |

  57. Outstanding Performance-based RSUs

    Outstanding Performance-based RSUs 2023, 2024, and 2025 Performance-based RSU Awards. The 2023, 2024, and 2025 performance-based RSU awards, granted on February 23, 2023, February 22, 2024, and February 20, 2025, respectively, utilize two equally weighted metrics to measure performance against pre-established targets and can result in a payout range from 0 percent to 200 percent of target. The two metrics utilized for 2023 and 2024 are ROCE and AFFO per Share, and each are weighted at 50 percent. The two metrics utilized for 2025 are CROIC and AFFO per Share, and each are weighted at 50 percent. Additionally, consistent with the 2022 awards, Relative TSR is utilized as a modifier and the calculated result from these weighted financial metrics may be increased or decreased by 25 percent. Cash dividend equivalents will accrue on any earned units during the vesting period. The cash dividend equivalent payment will only be made on earned units and will only be paid upon the vesting and distribution of the award.

  58. Outstanding Performance-based RSUs

    | Performance-based RSU Metrics | Weighting (%) | Threshold | Target | Stretch | | 2025 ROCE - Total Williams | 50% | 10.30% | 10.75% | 11.20% | | 2025 AFFO per Share | 50% | $4.20 | $4.32 | $4.45 | | Relative TSR | —Modifier may increase or decrease result by 25% +/-%— | | | |

  59. Outstanding Performance-based RSUs

    The 2023 performance-based RSU award, which vested on February 23, 2026, earned a 158.3 percent payout.

  60. Outstanding Performance-based RSUs

    | Performance-based RSU Metrics | Weighting (%) | Threshold | Target | Stretch | | 2026 ROCE - Base Business | 50% | 9.50% | 10.00% | 10.50% | | 2026 AFFO per Share | 50% | $4.30 | $4.42 | $4.55 | | Relative TSR | —Modifier may increase or decrease result by 25% +/-%— | | | |

  61. Outstanding Performance-based RSUs

    Note: 2026 ROCE is calculated for the base business, which excludes Gas and NGL Marketing Services and E&P.

  62. Outstanding Performance-based RSUs

    | Performance-based RSU Metrics | Weighting (%) | Threshold | Target | Stretch | | 2027 CROIC - Base Business | 50% | 9.38% | 11.25% | 13.13% | | 2027 AFFO per Share | 50% | $4.46 | $4.58 | $4.71 | | Relative TSR | —Modifier may increase or decrease result by 25% +/-%— | | | |

  63. Outstanding Performance-based RSUs

    Note: CROIC includes total capital invested and is calculated for the base business, which excludes Gas and NGL Marketing and E&P. 2026 Performance-based RSU Awards. The 2026 performance-based RSU awards, granted on February 19, 2026, utilize two equally weighted metrics to measure performance against pre-established targets and can result in a payout range from 0 percent to 200 percent of target. Consistent with 2025, the 2026 performance-based RSU awards utilize CROIC and AFFO per Share, with each metric weighted at 50 percent. Additionally, Relative TSR continues to be utilized as a modifier and the calculated result from these weighted financial metrics may be increased or decreased by 25 percent. Cash dividend equivalents accrue on any earned units during the vesting period. The cash dividend equivalent payment will only be made on earned units and will only be paid upon the vesting and distribution of the award.

  64. Time-based RSU Awards

    Time-based RSU Awards We grant time-based RSUs to retain executives and to facilitate stock ownership. The use of time-based RSUs is also consistent with the practices of our comparator group of companies. Time-based RSUs accrue dividend equivalents which will be paid in cash only upon vesting and distribution of the award.

  65. Additional Long-Term Incentive Program Details

    Additional Long-Term Incentive Program Details Stock Option Awards. For recipients, stock options have value only to the extent the price of our common stock is higher on the date the options are exercised than it was on the date the options were granted. While previous awards are still outstanding, stock options were last granted as part of our annual equity awards in 2018. Since stock option awards have not been granted since 2018, we do not have any required disclosure under Item 402(x) of Regulation S-K at this time. Grant Practices. The Compensation Committee currently approves our annual equity grant for eligible employees, including our NEOs, in February of each year as part of our annual compensation cycle. The equity grant may include performance-based and time-based RSU awards. The grant is typically made shortly after our annual earnings release to ensure the market has time to absorb material information disclosed in the earnings release and reflect that information in the stock price. The grant date for off-cycle grants, including retention and new hire awards, is generally the first business day of the month following the approval of the grant. We may change these equity grant practices in the future. The Compensation Committee did not take material nonpublic information into account when determining the timing and terms of the annual equity awards granted in 2025, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. No grants were made to executive officers in 2025 within four business days prior to the filing of any material nonpublic information or within one business day after the disclosure of material nonpublic information. Stock Ownership Guidelines. Our program provides stock ownership guidelines for each of our NEOs and our Board of Directors as shown in the table below:

  66. Additional Long-Term Incentive Program Details

    | POSITION | OWNERSHIP MULTIPLE | AS A MULTIPLE OF | HOLDING/RETENTION REQUIREMENT | | CEO | 6x | Base Pay | 50%, after taxes, until guidelines are met | | NEO | 3x | Base Pay | 50%, after taxes, until guidelines are met | | Board of Directors | 5x | Annual Cash Retainer | 60% until guidelines are met |

  67. Additional Long-Term Incentive Program Details

    The Compensation Committee annually reviews the guidelines for competitiveness and alignment with best practices and monitors the NEOs’ progress toward compliance. WMB shares owned outright and outstanding time-based RSUs count as owned for purposes of the program. Stock options and performance-based equity are not included as owned for purposes of the program. At Williams, NEOs must hold at least 50 percent of any equity transaction if they have not met their ownership guideline regardless of their time in the role. The Stock Ownership Guidelines require Board members to retain 60 percent of distributed vested equity awards until their ownership guidelines are met. As noted earlier, board equity awards granted in 2026 require a one-year deferral from grant date. Awards granted prior to 2026 will not distribute until the Director leaves the Board. For more than a century, the Williams name has been associated with energy, innovation and trust. Williams has a long history of building and operating facilities that move safe, affordable, reliable energy sources that heat and fuel the nation’s clean energy economy. Benefits and Other Compensation Program Details

  68. Benefits and Limited Perquisites

    | Retirement Restoration Benefits | Eligible NEOs participate in our qualified retirement program on the same terms as our other employees. We offer a retirement restoration plan to maintain a proportional level of pension benefits to our eligible NEOs as provided to other employees. The Internal Revenue Code of 1986, as amended (“Internal Revenue Code”), limits qualified pension benefits based on an annual compensation limit. For 2025, the limit was $350,000. Any limitation in a NEO’s pension benefit in the tax-qualified pension plan due to this limit is made up for (subject to a cap) in the unfunded retirement restoration plan. Benefits for NEOs are not enhanced and are calculated using the same benefit formula as that used to calculate benefits for employees in the qualified pension plan. The compensation included in the retirement restoration benefit is consistent with pay considered for employees in the qualified pension plan. Equity compensation, including RSUs and stock options, is not considered. Additionally, we do not provide a nonqualified benefit related to our qualified 401(k) defined contribution retirement plan. | | Financial Planning Allowance | We offer financial planning to provide expertise on current tax laws to assist NEOs with personal financial planning and preparations for contingencies such as death and disability. Covered services include estate planning, tax planning, tax return preparation, wealth accumulation planning, and other personal financial planning services. In addition, by working with a financial planner, NEOs gain a better understanding of and appreciation for the programs the Company provides, which helps to maximize the retention and engagement aspects of the dollars the Company spends on these programs. | | Personal Use of Company Aircraft | The CEO is allowed, but not required, to use the Company’s private aircraft for personal travel. Our policy for all other executive officers is to discourage personal use of the aircraft, but the CEO retains discretion to permit its use when deemed appropriate, such as when the destination is not well served by commercial airlines, personal emergencies, and the aircraft is not being used for business purposes. To the extent that NEOs, including the CEO, use the Company’s private aircraft for personal travel, imputed income will be applied to the NEO, in compliance with Internal Revenue Code requirements. | | Executive Physicals | The Compensation Committee requires annual physicals for the NEOs. Such physicals align with our wellness initiative as well as assist in mitigating risk. NEO physicals are intended to identify any health risks and medical conditions as early as possible in an effort to achieve more effective treatment and outcomes. | | Supplemental LTD | Our Long-Term Disability (“LTD”) program offered to all employees provides an annual benefit of 60 percent of base salary subject to a cap of $15,000 per month. We offer a supplemental LTD program to any employee with an annual base salary of more than $300,000. The supplemental program preserves the intended 60 percent benefit for those with a base salary between $300,001 and $600,000, however, the supplemental LTD program provides for a maximum benefit of $16,000 per month for Mr. Armstrong. | | Event Center | We have a suite and club seats at certain event centers that were purchased for business purposes. If they are not being used for business purposes, we make them available to all employees, including our NEOs. This is not considered a perquisite to our NEOs because it is available to all employees. |

  69. Other Compensation Program Components

    Other Compensation Program Components In addition to establishing the pay elements described above, we have adopted a number of policies to further the goals of the executive compensation program, particularly with respect to strengthening the alignment of our NEOs’ interests with stockholder long-term interests. Employment Agreements. Williams does not have employment agreements with our NEOs. Termination and Severance Arrangements. The Executive Severance Pay Plan includes senior executive officers, which includes NEOs other than the CEO, in order to define a consistent approach of treatment in the event of a severance event. Under the plan, NEOs are eligible to receive a discretionary payment of 1.5 to 2.0 times the sum of the NEOs base salary and target annual bonus. Any severance payment is discretionary. Considerations include the NEO’s term of employment, past accomplishments, reasons for separation from the Company, and competitive market practice. The NEO can elect coverage under the Company’s medical benefits plans for 18 months from the termination in the same manner and at the same cost as similarly situated active employees for up to the first three months. Outplacement services may be provided up to a maximum amount of $25,000. Change in Control Agreements. Our change in control agreements, in conjunction with the NEOs’ equity award agreements, provide separation benefits for our NEOs. Our program includes a double trigger for benefits and equity vesting. This means there must be a Company change in control and the NEO must experience a qualifying termination of employment prior to receiving benefits under the agreement, unless the acquiring company does not assume or replace the equity awards. This practice creates security for the NEOs but does not provide an incentive for the NEO to leave the Company. Our program is designed to encourage the NEOs to focus on the best interests of stockholders by alleviating their concerns about a possible detrimental impact to their compensation and benefits under a potential change in control, not to provide compensation advantages to NEOs for executing a transaction. Our Compensation Committee reviews our change in control benefits periodically to ensure they are consistent with competitive practice and aligned with our compensation philosophy. As part of the review, calculations are performed to determine the overall program cost to the Company if a change in control event were to occur and all covered NEOs were terminated as a result. An assessment of competitive norms, including the reasonableness of the elements of compensation received, is used to validate benefit levels for a change in control. We do not offer a tax gross-up provision in our change in control agreements but instead include a ‘best net’ provision providing our NEOs with the better of their after-tax benefit capped at the safe harbor amount or their benefit paid in full, subjecting them to possible excise tax payments. The Compensation Committee continues to believe that offering a change in control program is appropriate and critical to attracting and retaining executive talent and keeping them aligned with stockholder interests in the event of a change in control. The following chart details the benefits received if a NEO were to be terminated or resigned for a defined good reason following a change in control as well as an analysis of those benefits as it relates to the Company, stockholders, and the NEO:

  70. Other Compensation Program Components

    | Change in Control Benefit | What does the benefit provide to the Company and stockholders? | What does the benefit provide to the NEO? | | Multiple of 3x base pay plus annual cash incentive at target | Encourages NEOs to remain engaged and stay focused on successfully closing the transaction. | Financial security for the NEO equivalent to three-years of continued employment. | | Accelerated vesting of stock awards | An incentive to stay during and after a change in control. If there is risk of forfeiture, NEOs may be less inclined to stay or to support the transaction. | The NEOs are kept whole if they have a separation from service following a change in control. | | The value of 36 months of group medical, dental, and/or prescription drug plan benefits | This is a minimal cost to the Company that creates a competitive benefit. | Access to health coverage. | | Reimbursement of legal fees to enforce benefit | Keeps NEOs focused on the Company and not concerned about whether the acquiring company will honor contractual commitments after a change in control. | Security during an unstable period of time. | | Outplacement assistance | Keeps NEOs focused on supporting the transaction and less concerned about trying to secure another position. | Assists NEOs in finding a comparable executive position. | | ‘Best Net’ provision | Enables the change in control benefits to be delivered in as close a manner to the intended value of the benefits as possible. | Provides NEOs with the better of their after-tax benefit capped at the safe harbor amount or their benefit paid in full, which would subject them to possible excise tax payments. |

  71. Other Compensation Program Components

    Derivative Transactions. Our policy on securities trading applies to transactions in positions or interests whose value is based on the performance or price of our common stock. Because of the inherent potential for abuse, Williams prohibits officers, directors, and certain other employees from entering into short sales or using equivalent derivative securities in connection with Williams or its affiliates’ securities. Our policy on securities trading also prohibits holding Williams or its affiliates’ securities in a margin account or pledging them as collateral for a loan. Mitigating Risk in Our Compensation Programs No material adverse compensation-related risks were identified as top risks in the Company’s Strategic Risk Assessment Process as discussed in the “Board Oversight of Certain Areas” section of this proxy statement addressing our Strategic Risk Assessment. Our compensation plans are effectively designed and function to reward positive performance and motivate NEOs and employees to behave in a manner consistent with our stockholder interests, business strategies and objectives, ethical standards, and prudent business practices, along with our core values which are the foundation on which we conduct business. Our core values can be found on our website at www.williams.com from the Our Company tab. In fact, many elements of our executive pay program serve to mitigate excessive risk taking. For example: Target Pay Mix. The target pay mix weighting of long-term incentives, annual cash incentives, and base pay is consistent with comparator company practices and avoids placing too much value on any one element of compensation, particularly the annual cash incentive. The mix of our pay program is intended to motivate NEOs to consider the impact of decisions on stockholders in the long-, intermediate-, and short-terms. Annual Cash Incentive. Our annual cash incentive program does not allow for unlimited payouts. Calculated annual cash incentive payments for NEOs cannot exceed 200 percent of target levels.

  72. Performance-based Awards

    Performance-based Awards • Our annual cash incentive and long-term incentive programs include performance-based awards. The entire annual cash incentive award is measured against performance targets, while a significant portion of the long-term equity awards provided to NEOs is in the form of performance-based RSUs. Performance-based RSUs have no value unless we achieve pre-determined performance target thresholds. • To drive a long-term perspective, 2025 performance-based RSU awards cliff vest three years from the date of grant rather than vesting ratably on an annual basis. Additionally, any earned cash dividend equivalents on time- and performance-based RSUs are not paid until the officer meets the vesting requirements and the award is distributed. Prior to 2022 awards, cash dividend equivalents were not provided on performance-based RSU awards. • NEOs’ incentive compensation performance is measured at the enterprise level rather than on a business unit level to ensure a focus on the overall success of the Company. Stock Ownership Guidelines. As discussed in this CD&A, all NEOs, consistent with their responsibilities to stockholders, must hold an equity interest in the Company equal to a stated multiple of their base pay. Recoupment Policy. On October 26, 2022, the SEC adopted rules requiring security exchanges to establish listing standards that require listed issuers to adopt compensation recovery policies as part of the Dodd-Frank Act of 2010. On June 9, 2023, the SEC approved the NYSE’s proposed listing standards. The Company’s Recoupment Policy was updated in 2023 to comply with the new listing standards. A primary element of this updated policy is to recover erroneously awarded incentive-based compensation paid to current or former executive officers impacted by an accounting restatement due to material noncompliance with any required financial reporting requirement under securities laws. In the event of an accounting restatement that impacts past incentive compensation awards, the policy requires the Company to go back up to three years preceding the date of the accounting restatement to recoup any erroneously awarded incentive compensation. In addition to these updates, the Company retained the separate discretionary recoupment policy, which allows the Company to pursue the recoupment of any performance-based incentive payments, including payments under the AIP and performance-based RSUs, paid to executive officers, who are found by the Board to be personally responsible for fraud or intentional misconduct. Insider Trading Policy. Our insider trading policy prohibits NEOs and directors, directly or through family members or other persons or entities, from buying or selling Williams securities or engaging in any other action to take personal advantage of material nonpublic information. In addition, if during the course of working for the Company, the NEO or director learns of material nonpublic information about a competitor or a company with which Williams or an affiliate of Williams does or anticipates doing business with, he/she may not trade in that company’s securities until the information becomes public or is no longer material. Accounting and Tax Treatment We consider the impact of accounting and tax treatment when designing all aspects of pay, but the primary driver of our program design is to support our business objectives. Prior to 2018 and the implications of the tax reform legislation in late 2017, stock options and performance-based RSUs were intended to satisfy the requirements for performance-based compensation as defined in Section 162(m) of the Internal Revenue Code and were therefore considered a tax-deductible expense. Time-based RSUs did not qualify as performance-based and may not be fully deductible. Section 162(m) has been amended for taxable years after December 31, 2017, eliminating the performance-based compensation exception, except for certain grandfathered arrangements previously in place. The Company will generally not be entitled to a tax deduction for individual compensation in excess of $1 million for certain executive officers. Compensation and Management Development Committee Report We have reviewed and discussed the foregoing CD&A with management. Based on our review and discussions with management, we recommend to the Board that the CD&A be included in this proxy statement. By the members of the Compensation and Management Development Committee of the Board: William H. Spence, Chair Stephen W. Bergstrom Carri A. Lockhart Richard E. Muncrief Scott D. Sheffield The Compensation Committee Report on Executive Compensation is not deemed filed with the SEC and shall not be deemed incorporated by reference into any prior or future filings made by Williams under the Securities Act or the Exchange Act, except to the extent that Williams specifically incorporates such information by reference. Williams fosters an inclusive culture where all employees feel respected, valued and empowered to be their true selves. 2025 Summary Compensation Table The following table sets forth certain information with respect to the compensation of the NEOs earned during fiscal years 2025, 2024, and 2023:

  73. Performance-based Awards

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY(1) | BONUS(2) | STOCK AWARDS(3) | NON-EQUITY INCENTIVE PLAN COMPENSATION(4) | CHANGE IN PENSION VALUE & NONQUALIFIED DEFERRED COMPENSATION EARNINGS(5) | ALL OTHER COMPENSATION(6) | TOTAL | | Chad J. Zamarin | 2025 | $829,788 | $— | $5,999,962 | $1,492,255 | $330,871 | $29,917 | $8,682,793 | | President and Chief | 2024 | 666,923 | — | 3,149,999 | 1,055,000 | 20,140 | 30,619 | 4,922,681 | | Executive Officer | 2023 | 643,846 | — | 3,000,000 | 855,000 | 501,382 | 23,291 | 5,023,519 | | Alan S. Armstrong | 2025 | 1,145,577 | — | 13,499,980 | 2,271,856 | 945,766 | 56,194 | 17,919,373 | | Executive Board Chair and Former | 2024 | 1,435,539 | — | 10,499,994 | 3,338,243 | 1,004,718 | 45,063 | 16,323,557 | | President and Chief Executive Officer | 2023 | 1,390,770 | — | 9,999,977 | 2,649,416 | 3,453,819 | 54,820 | 17,548,802 | | Robert R. Wingo | 2025 | 253,846 | 1,000,000 | 4,199,990 | 382,290 | — | 288,941 | 6,125,067 | | EVP Corporate | 2024 | — | — | — | — | — | — | — | | Strategic Development | 2023 | — | — | — | — | — | — | — | | John D. Porter | 2025 | 629,231 | — | 2,900,022 | 965,011 | 272,145 | 54,979 | 4,821,388 | | EVP and Chief | 2024 | 600,385 | — | 2,730,004 | 844,000 | 112,173 | 35,954 | 4,322,516 | | Financial Officer | 2023 | 571,154 | — | 2,600,000 | 655,000 | 429,774 | 25,923 | 4,281,851 | | Larry C. Larsen | 2025 | 594,231 | — | 2,762,512 | 955,895 | 167,611 | 31,297 | 4,511,546 | | EVP and Chief | 2024 | — | — | — | — | — | — | — | | Operating Officer | 2023 | — | — | — | — | — | — | — | | T. Lane Wilson | 2025 | 591,154 | — | 1,899,988 | 805,325 | 251,306 | 32,545 | 3,580,318 | | SVP and | 2024 | 572,692 | — | 1,889,979 | 712,000 | 126,802 | 33,793 | 3,335,266 | | General Counsel | 2023 | 556,923 | — | 1,800,000 | 565,000 | 431,367 | 31,618 | 3,384,908 | | Micheal G. Dunn | 2025 | 339,471 | — | 4,200,003 | 407,199 | 425,107 | 28,245 | 5,400,025 | | Former EVP and Chief | 2024 | 796,923 | — | 4,199,988 | 1,359,000 | 308,735 | 41,285 | 6,705,931 | | Operating Officer | 2023 | 775,385 | — | 4,000,001 | 1,110,000 | 946,693 | 27,078 | 6,859,157 |

  74. Outstanding Equity Awards

    Outstanding Equity Awards The following table sets forth certain information with respect to the outstanding equity awards held by the NEOs at the end of 2025:

  75. Outstanding Equity Awards

    | | OPTION AWARDS | | | | | | STOCK AWARDS | | | | | | NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEXERCISED UNEARNED OPTIONS | OPTION EXERCISE PRICE | EXPIRATION DATE | GRANT DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OF STOCK OR OTHER RIGHTS THAT HAVE NOT VESTED | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (3) | | | | | | | $— | | 7/1/2025(1) | — | — | 17,030 | $1,023,673 | | | | | | | | | 7/1/2025(2) | — | — | 23,607 | 1,419,017 | | | | | | | | | 2/20/2025(1) | — | — | 29,940 | 1,799,693 | | Zamarin | | | | | | | 2/20/2025(2) | — | — | 28,707 | 1,725,578 | | | | | | | | | 2/22/2024(1) | — | — | 45,129 | 2,712,704 | | | | | | | | | 2/22/2024(2) | — | — | 46,147 | 2,773,896 | | | | | | | | | 2/23/2023(1) | — | — | 48,309 | 2,903,854 | | | | | | | | | 2/23/2023(2) | — | — | 46,671 | 2,805,394 | | | | | | | | | 2/20/2025(1) | — | — | 71,856 | 4,319,264 | | | | | | | | | 2/20/2025(2) | — | — | 152,559 | 9,170,321 | | Armstrong | | | | | | | 2/22/2024(1) | — | — | 120,344 | 7,233,878 | | | | | | | | | 2/22/2024(2) | — | — | 184,588 | 11,095,585 | | | | | | | | | 2/23/2023(1) | — | — | 128,824 | 7,743,611 | | | | | | | | | 2/23/2023(2) | — | — | 186,683 | 11,221,515 | | Wingo | | | | | | | 8/6/2025(1) | — | — | 37,517 | 2,255,147 | | | | | | | | | 8/6/2025(2) | — | — | 31,756 | 1,908,853 | | | 2/20/2018 | 5,820 | - | - | 29.09 | 2/18/2028 | 2/20/2025(1) | — | — | 24,808 | 1,491,209 | | | 2/21/2017 | 3,936 | - | - | 28.87 | 2/19/2027 | 2/20/2025(2) | — | — | 23,786 | 1,429,776 | | Porter | 8/4/2016 | 1,899 | - | - | 24.98 | 8/4/2026 | 2/22/2024(1) | — | — | 39,112 | 2,351,022 | | | | | | | | | 2/22/2024(2) | — | — | 39,994 | 2,404,039 | | | | | | | | | 2/23/2023(1) | — | — | 41,868 | 2,516,685 | | | | | | | | | 2/23/2023(2) | — | — | 40,448 | 2,431,329 | | | | | | | | | 5/7/2025(1) | — | — | 10,074 | 605,548 | | | | | | | | | 5/7/2025(2) | — | — | 9,183 | 551,990 | | | | | | | | | 2/20/2025(1) | — | — | 13,473 | 809,862 | | | | | | | | | 2/20/2025(2) | — | — | 12,918 | 776,501 | | Larsen | | | | | | | 2/22/2024(1) | — | — | 22,564 | 1,356,322 | | | | | | | | | 2/22/2024(2) | — | — | 23,074 | 1,386,978 | | | | | | | | | 2/23/2023(1) | — | — | 24,155 | 1,451,957 | | | | | | | | | 2/23/2023(2) | — | — | 23,335 | 1,402,667 | | | | | | | | | 2/20/2025(1) | — | — | 16,253 | 976,968 | | | | | | | | | 2/20/2025(2) | — | — | 15,584 | 936,754 | | Wilson | | | | | | | 2/22/2024(1) | — | — | 27,077 | 1,627,598 | | | | | | | | | 2/22/2024(2) | — | — | 27,688 | 1,664,326 | | | | | | | | | 2/23/2023(1) | — | — | 28,986 | 1,742,348 | | | | | | | | | 2/23/2023(2) | — | — | 28,002 | 1,683,200 | | | 2/20/2018 | 109,130 | - | - | 29.09 | 2/18/2028 | 2/20/2025(2) | — | — | 34,449 | 2,070,729 | | Dunn | 2/27/2017 | 80,736 | - | - | 28.15 | 2/26/2027 | 2/22/2024(2) | — | — | 25,637 | 1,541,040 | | | | | | | | | 2/23/2023(2) | — | — | 46,671 | 2,805,394 |

  76. Outstanding Equity Awards

    Note: Information provided is as of the close of market on December 31, 2025.

  77. Pay Versus Performance

    Pay Versus Performance The table below provides additional information related to compensation for our NEOs as required by Item 402(v) of Regulation S-K. The table includes a calculated value titled “compensation actually paid” (“CAP”) for the Primary Executive Officer (“PEO”), our CEO, and for the non-PEO NEOs. It’s important to note the majority of the value displayed as CAP has in fact not been earned or paid and reflects updated values of outstanding equity awards that are still subject to vesting, and in some cases, performance requirements. The table also provides information on our cumulative TSR, the cumulative TSR of the Bloomberg US 3000 Oil & Gas Supply Chain Index, GAAP net income, and Adjusted EBITDA.

  78. Pay Versus Performance

    | | SUMMARY COMPENSATION TABLE TOTAL FOR PEO(a) | | COMPENSATION ACTUALLY PAID TO PEO(a) | | AVERAGE SUMMARY | AVERAGE | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON:(b) | | | | | YEAR | Armstrong ($) | Zamarin ($) | Armstrong ($) | Zamarin ($) | COMPENSATION TABLE TOTAL FOR NON-PEO NAMED EXECUTIVE OFFICERS ($)(a) | COMPENSATION ACTUALLY PAID TO NON-PEO NAMED EXECUTIVE OFFICERS ($)(a) | COMPANY TSR ($) | BLOOMBERG US 3000 OIL & GAS SUPPLY CHAIN INDEX TSR ($) | NET INCOME ($) in millions | ADJUSTED EBITDA (c) ($) in millions | | 2025 | $17,919,373 | $8,682,793 | $31,816,791 | $12,449,068 | $4,887,669 | $8,309,215 | $384.31 | $302.61 | $2,768 | $7,750 | | 2024 | 16,323,557 | — | 44,821,452 | — | 4,821,598 | 12,503,040 | 334.50 | 283.38 | 2,346 | 7,080 | | 2023 | 17,548,802 | — | 18,483,038 | — | 4,887,359 | 5,389,030 | 206.02 | 259.02 | 3,303 | 6,779 | | 2022 | 13,887,596 | — | 36,717,682 | — | 4,323,372 | 9,088,871 | 184.04 | 261.24 | 2,117 | 6,418 | | 2021 | 13,759,533 | — | 32,332,070 | — | 4,036,788 | 9,626,605 | 138.43 | 159.93 | 1,562 | 5,635 |

  79. Pay Versus Performance

    (a) The PEOs for 2025 include Mr. Armstrong and Mr. Zamarin.The PEO for 2021, 2022, 2023, and 2024 is Mr. Armstrong. The non-PEO NEOs for 2021 include Mr. Dunn, Mr. Zamarin, Mr. Chandler, and Mr. Bennett. The non-PEO NEOs for 2022, 2023 and 2024 include Mr. Dunn, Mr. Zamarin, Mr. Porter, and Mr. Wilson. The non-PEO NEOs for 2025 include Mr. Wingo, Mr. Porter, Mr. Larsen, Mr. Wilson, and Mr. Dunn. (b) The dollar amount represents the value of an initial $100 investment on December 31, 2020, assuming reinvestment of all dividends. Following the discontinuation of the Bloomberg Americas Pipeline Index, the Bloomberg US 3000 Oil & Gas Supply Chain Index was adopted as the peer group for purposes of this disclosure. (c) Adjusted EBITDA is a non-GAAP measure. A reconciliation of these non-GAAP financial measures to their nearest GAAP comparable financial measure is included in the appendix. The following tables detail the adjustments to the SCT total compensation value to reach the calculated CAP result. The equity award values are calculated in accordance with FASB ASC Topic 176 for each year-end value. For awards that vested within the applicable calendar year, the actual vesting date value is applied. The addition to the SCT value for pension benefits reflect the actual service cost applicable for the calendar year as opposed to the change in present value of the pension benefit used in the SCT. No prior service cost is included as there were no applicable plan amendments during this time. The PEO calculation of CAP for Mr. Armstrong:

  80. Pay Versus Performance

    | YEAR | SCT TOTAL COMP | DEDUCTIONS FROM SCT TOTAL FOR EQUITY AWARDS | DEDUCTIONS FROM SCT FOR PENSION BENEFITS | ADDITIONS TO SCT TOTAL FOR EQUITY AWARDS | ADDITIONS TO SCT FOR PENSION BENEFITS | COMPENSATION ACTUALLY PAID | | 2025 | $17,919,373 | $(13,499,980) | $(945,766) | $27,886,511 | $456,653 | $31,816,791 | | 2024 | 16,323,557 | (10,499,994) | (1,004,718) | 39,282,743 | 719,864 | 44,821,452 | | 2023 | 17,548,802 | (9,999,977) | (3,453,819) | 13,576,265 | 811,767 | 18,483,038 | | 2022 | 13,887,596 | (9,300,000) | — | 31,567,125 | 562,961 | 36,717,682 | | 2021 | 13,759,533 | (9,000,015) | — | 26,902,316 | 670,236 | 32,332,070 |

  81. Pay Versus Performance

    The PEO calculation of CAP for Mr. Zamarin:

  82. Pay Versus Performance

    | YEAR | SCT TOTAL COMP | DEDUCTIONS FROM SCT TOTAL FOR EQUITY AWARDS | DEDUCTIONS FROM SCT FOR PENSION BENEFITS | ADDITIONS TO SCT TOTAL FOR EQUITY AWARDS | ADDITIONS TO SCT FOR PENSION BENEFITS | COMPENSATION ACTUALLY PAID | | 2025 | $8,682,793 | $(5,999,962) | $(330,871) | $9,918,358 | $178,750 | $12,449,068 |

  83. Pay Versus Performance

    The following details the sources of the CAP additions related to the PEO’s Equity Awards for Mr. Armstrong:

  84. Pay Versus Performance

    | YEAR | FAIR VALUE OF CURRENT YEAR AWARDS OUTSTANDING AT YEAR END | CHANGE IN VALUE OF PRIOR YEARS’ AWARDS OUTSTANDING AT YEAR END | CHANGE IN VALUE OF PRIOR YEARS’ AWARDS THAT VESTED IN YEAR | CHANGE IN VALUE OF PRIOR YEARS’ AWARDS THAT FAILED TO MEET VESTING CONDITIONS | VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON EQUITY AWARDS NOT OTHERWISE REFLECTED IN FAIR VALUE OR TOTAL COMPENSATION | EQUITY VALUE INCLUDED IN CAP | | 2025 | $14,452,233 | $9,632,794 | $1,360,662 | $— | $2,440,823 | $27,886,511 | | 2024 | 17,711,971 | 20,871,588 | (73,215) | — | 772,398 | 39,282,743 | | 2023 | 11,424,080 | 2,990,993 | (1,565,280) | — | 726,471 | 13,576,265 | | 2022 | 10,498,900 | 18,907,561 | 1,709,315 | — | 451,348 | 31,567,125 | | 2021 | 10,126,728 | 16,198,513 | 332,207 | — | 244,868 | 26,902,316 |

  85. Pay Versus Performance

    The following details the sources of the CAP additions related to the PEO’s Equity Awards for Mr. Zamarin:

  86. Pay Versus Performance

    | YEAR | FAIR VALUE OF CURRENT YEAR AWARDS OUTSTANDING AT YEAR END | CHANGE IN VALUE OF PRIOR YEARS’ AWARDS OUTSTANDING AT YEAR END | CHANGE IN VALUE OF PRIOR YEARS’ AWARDS THAT VESTED IN YEAR | CHANGE IN VALUE OF PRIOR YEARS’ AWARDS THAT FAILED TO MEET VESTING CONDITIONS | VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON EQUITY AWARDS NOT OTHERWISE REFLECTED IN FAIR VALUE OR TOTAL COMPENSATION | EQUITY VALUE INCLUDED IN CAP | | 2025 | $6,275,400 | $2,594,771 | $377,137 | $— | $671,051 | $9,918,358 |

  87. Pay Versus Performance

    Note: The increased equity value included in CAP in 2021, 2022 and 2024 is primarily due to significant increases in the stock price and increases in the estimated performance-based RSU results. Performance-based RSUs make up the largest component of the PEO’s annual equity award. The Non-PEO NEOs’ calculation of CAP:

  88. Pay Versus Performance

    | YEAR | SCT TOTAL COMP | DEDUCTIONS FROM SCT TOTAL FOR EQUITY AWARDS | DEDUCTIONS FROM SCT FOR PENSION BENEFITS | ADDITIONS TO SCT TOTAL FOR EQUITY AWARDS | ADDITIONS TO SCT FOR PENSION BENEFITS | COMPENSATION ACTUALLY PAID | | 2025 | $4,887,669 | $(3,192,503) | $(279,042) | $6,705,550 | $187,542 | $8,309,215 | | 2024 | 4,821,598 | (2,992,492) | (141,963) | 10,631,345 | 184,552 | 12,503,040 | | 2023 | 4,887,359 | (2,850,000) | (577,304) | 3,691,176 | 237,800 | 5,389,030 | | 2022 | 4,323,372 | (2,600,006) | — | 7,220,623 | 144,882 | 9,088,871 | | 2021 | 4,036,788 | (2,275,002) | (67,160) | 7,718,867 | 213,113 | 9,626,605 |

  89. Pay Versus Performance

    The following details the sources of the CAP additions related to the Non-PEO NEOs’ Equity Awards:

  90. Pay Versus Performance

    | YEAR | FAIR VALUE OF CURRENT YEAR AWARDS OUTSTANDING AT YEAR END | CHANGE IN VALUE OF PRIOR YEARS’ AWARDS OUTSTANDING AT YEAR END | CHANGE IN VALUE OF PRIOR YEARS’ AWARDS THAT VESTED IN YEAR | CHANGE IN VALUE OF PRIOR YEARS’ AWARDS THAT FAILED TO MEET VESTING CONDITIONS(d) | VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON EQUITY AWARDS NOT OTHERWISE REFLECTED IN FAIR VALUE OR TOTAL COMPENSATION | EQUITY VALUE INCLUDED IN CAP | | 2025 | $2,916,816 | $1,717,455 | $449,557 | $946,625 | $675,096 | $6,705,550 | | 2024 | 4,980,002 | 5,468,347 | (13,643) | — | 196,638 | 10,631,345 | | 2023 | 3,246,052 | 588,212 | (373,961) | — | 230,873 | 3,691,176 | | 2022 | 2,919,316 | 3,759,353 | 410,716 | — | 131,238 | 7,220,623 | | 2021 | 2,546,120 | 4,926,525 | 130,284 | — | 115,937 | 7,718,867 |

  91. Pay Versus Performance

    (d) The 2025 value reflects forfeited portions of Mr. Dunn’s 2023 and 2024 performance‑based restricted stock units upon his retirement, in accordance with the terms of the applicable grant agreements. The four metrics on the following table represent an unranked list of the most important performance measures used by the Company to align compensation with Company performance.

  92. Pay Versus Performance

    | Most Important Performance Metrics in 2025 | | Adjusted EBITDA | | Available Funds From Operations (AFFO) Per Share | | Relative Total Stockholder Return (TSR) | | Return on Capital Employed (ROCE) |

  93. Pay Versus Performance

    The following supplemental charts demonstrate the significant growth in both TSR and in our financial performance over this four year period creating a strong relationship between performance and the SEC’s required calculation of CAP: