NORTHWEST PIPELINE LLC
For the period ended Sep 30, 2026. Filed Nov 2, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 2, 2026
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Item 5. Other Information
Rule 10b5-1 Trading Arrangements
During the three months ended September 30, 2026, no director or officer of Williams adopted orterminated a “Rule 10b5-1 trading arrangement,” and no director or officer of Williams adopted orterminated a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Five-Year Performance Award for Named Executive Officers
On October 29, 2026, the Compensation and Management Development Committee (Committee) of the Board of Directors of The Williams Companies, Inc. (Company) approved a fully performance-based, one-time cash long-term incentive award (Five-Year Performance Award) for Chad Zamarin, President and Chief Executive Officer; Larry Larsen, Executive Vice President and Chief Operating Officer; John Porter, Executive Vice President and Chief Financial Officer; Rob Wingo, Executive Vice President, Corporate Strategic Development; and Lane Wilson, Senior Vice President and General Counsel. The Committee designed the Five-Year Performance Award to focus the executive team on achievement of the Company’s long-term growth and financial-strength objectives through 2030, while also supporting leadership continuity during this critical period of execution. The Five-Year Performance Award is separate from the Company’s regular annual cash incentive and long-term incentive programs and is intended to reinforce performance against distinct long-term objectives over a five-year period.
The performance period for the Five-Year Performance Award is January 1, 2026 to December 31, 2030 and it will be earned only if the Company achieves two rigorous performance conditions: (i) a 10 percent compound annual growth rate in Adjusted EBITDA and (ii) a debt leverage ratio, measured as debt to Adjusted EBITDA as of December 31, 2030, that does not exceed 4.0x. If the debt leverage condition is satisfied, payout may range from target for a 10 percent Adjusted EBITDA compound annual growth rate to a maximum of 200 percent of target for a 16 percent Adjusted EBITDA compound annual growth rate, with payout levels between target and maximum determined by straight-line interpolation. There is no payout opportunity below target, and no amount will be earned unless both the Adjusted EBITDA growth and leverage conditions are satisfied.
Following the performance period, the Committee will certify the level of achievement of the applicable performance conditions. Any earned Five-Year Performance Award will be paid in cash as soon as practicable after certification, but no later than March 15, 2031, subject to the applicable award agreement and The Williams Companies, Inc. 2007 Incentive Plan, including applicable continued-employment, forfeiture and clawback provisions.
Key Terms and Vesting Provisions
Generally, a participant must remain employed by the Company through the payment date to receive the Five-Year Performance Award. A pro-rated Five-Year Performance Award may be paid upon retirement, death, disability or a termination of employment in connection with the sale of a business. The Five-Year Performance Award will be paid at target if either (i) the participant experiences a qualifying termination within two years following a change in control or (ii) the Five-Year Performance Award is not assumed or substantially replaced by a successor. The Five-Year Performance Award will be forfeited upon any voluntary termination, excluding retirement, and upon any involuntary termination, including for cause, performance, reduction in force or position elimination.
The target and maximum Five-Year Performance Award values for each named executive officer are as follows:
| Named Executive Officer | Target Award Value | Maximum Award Value |
|---|---|---|
| Chad Zamarin | $8,800,000 | $17,600,000 |
| Larry Larsen | 5,600,000 | 11,200,000 |
| John Porter | 5,400,000 | 10,800,000 |
| Rob Wingo | 4,960,000 | 9,920,000 |
| Lane Wilson | 4,960,000 | 9,920,000 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.