威廉姆斯美股招股说明书(2025-06-27版)

We are offering $750,000,000aggregate principal amount of our 4.625% senior notes due 2030 (the “2030 notes”) and $750,000,000aggregate principal amountof our 5.300% senior notes due 2035 (the “2035 notes” and, together with the 2030 notes, the “notes”). The 2030 notes will pay interest semi-annually in cash in arrearson June 30 and December 30 of each year, beginning on December 30, 2025. The 2035 notes will pay interest semi-annually in cash in arrears on March 30 andSeptember30 of each year, beginning on September 30, 2025. At any time prior to May 30, 2030, in the case of the 2030 notes, and June 30, 2035, in the case of the2035 notes, we may redeem some or all of the notes of the applicable series at the applicable “make-whole” price, plus accrued and unpaid interest, if any, to, but notincluding, the redemption date. At any time on or after May 30, 2030, in the case of the 2030 notes, and June 30, 2035, in the case of the 2035 notes, we may redeemsome or all of the notes of the applicable series at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaidinterest, if any, to, but not including, the applicable redemption date. See “Description of the Notes — Optional Redemption.” The notes will be our senior unsecured obligations and will rank equally in right of payment with all of our existing and future senior unsecured indebtedness. Thenotes will be effectively subordinated to all of our future secured indebtedness and will be structurally subordinated to all existing and future indebtedness and otherobligations of our subsidiaries, including trade payables. The notes will rank senior to all of our future subordinated indebtedness. Investing in our notes involves risks. Please read “Risk Factors” beginning onpageS-5of this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon theadequacy or accuracy of this prospectus supplement or the accompanying base prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the notes on or aboutJune 30, 2025, through the book-entry facilities of The Depository Trust Company and its direct andindirect participants, including Euroclear Banking S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, S.A. Table of Contents This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of the notes. Thesecond part is the accompanying base prospectus, which gives more general information, some of which may not apply to this offering of the notes.Generally, when we refer only to the “prospectus,” we are referring to both parts combined. If the information about the offering of the notes variesbetween this prospectus supplement and the accompanying base prospectus, you should rely on the information in this prospectus supplement. Any statement made in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will bedeemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any othersubsequently filed document that is also incorporated by reference into this prospectus modifies or supersedes that statement. Any statement so modifiedor superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. Please read “Where You Can Find More Information” onpageS-58of this prospectus supplement. Neither we nor the underwriters haveauthorized anyone to provide you with additional or different information or to make representations other than those contained or incorporated byreference in this prospectus or in any free writing prospectus prepared by or on behalf of us. Neither we nor the underwriters take any responsibility for,and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell the notes, and seeking offersto buy the notes, only in jurisdictions where offers and sales are permitted. You should not assume that the information contained in this prospectussupplement, the accompanying base prospectus or any free writing prospectus is accurate as of any date other than the dates shown in these documentsor that any information we have incorporated by reference herein is accurate as of any date other than the date of the document incorporated byreference. Our business, financial condition, results of operations and prospects may have changed since such dates. Table of Contents TABLE OF CONTENTSProspectus Supplement FORWARD-LOOKING STATEMENTSCERTAIN DEFINITIONSSUMMARYRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONDESCRIPTION OF THE NOTESDESCRIPTION OF OTHER INDEBTEDNESSCERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSUNDERWRITINGLEGAL MATTERSEXP