威廉姆斯美股招股说明书(2026-01-06版)

$500,000,000 5.650% Senior Notes due 2033$1,250,000,000 5.150% Senior Notes due 2036$1,000,000,000 5.950% Senior Notes due 2056 We are offering $500,000,000 aggregate principal amount of our 5.650% senior notes due 2033 (the “new 2033 notes”), $1,250,000,000 aggregate principal amount of our 5.150%senior notes due 2036 (the “2036 notes”) and $1,000,000,000 aggregate principal amount of our 5.950% senior notes due 2056 (the “2056 notes” and, together with the new 2033 notes andthe 2036 notes, the “notes”). The new 2033 notes are an additional issuance of the $750million aggregate principal amount of our 5.650% Senior Notes due 2033 (the “existing 2033 notes”and together with the new 2033 notes, the “2033 notes”) described in our Prospectus Supplement dated February27, 2023 and issued on March2, 2023. The new 2033 notes will be treated asa single series under the indenture with the $750million in aggregate principal amount of the existing 2033 notes already outstanding and will have the same CUSIP number as, and will tradeinterchangeably with, the existing 2033 notes. The 2033 notes will pay interest semi-annually in cash in arrears on March15 and September15 of each year, beginning on March15, 2026.The interest payment with respect to the 2033 notes on March15, 2026 will include accrued interest from September15, 2025. The 2036 notes will pay interest semi-annually in cash inarrears on March 15 and September 15 of each year, beginning on September 15, 2026. The 2056 notes will pay interest semi-annually in cash in arrears on March 15 and September 15 ofeach year, beginning on September 15, 2026. At any time prior to December15, 2032, in the case of the 2033 notes, December 15, 2035, in the case of the 2036 notes, and September 15,2055, in the case of the 2056 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 December15, 2032, in the case of the 2033 notes, December 15, 2035, in the case of the 2036 notes, and September 15, 2055, in thecase of the 2056 notes, we may redeem some 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 accruedand unpaid interest, 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. The notes will beeffectively subordinated to all of our future secured indebtedness and will be structurally subordinated to all existing and future indebtedness and other obligations 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 on pageS-6 of this prospectus supplement. 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” on page S-48 of 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 pros