UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~December~~November 145, ~~2020~~2025

TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC

(Exact name of registrant as specified in its charter)

Delaware	001-7584	74-1079400
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(I.R.S. EmployerIdentification No.)


2800 Post Oak Boulevard, Houston, Texas		77056
(Address of Principal Executive Offices)		(Zip Code)

(713) 215-2000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (~~17 CFR~~ §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (~~17 CFR~~ §240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 78.01. ~~Regulation~~Other ~~FD Disclosure~~Events.

On ~~December~~November 145, ~~2020~~2025, Transcontinental Gas Pipe Line Company, LLC (the “~~Transco~~Company”) issued a press release announcing that it ~~has~~intends ~~extended~~to ~~its~~ offer, pursuant to exchange any and all of its $700 million in aggregate principal amount of outstanding 3.250 percent Senior Notes due 2030 and $500 million in aggregate principal amount of outstanding 3.950 percent Senior Notes due 2050 for an ~~equal~~exemption ~~amount~~from ofregistration under the ~~applicable~~Securities ~~series~~Act of ~~its~~1933, ~~registered~~as ~~3.250 percent Senior Notes due 2030 and 3.950 percent Senior Notes due 2050 until 5 p.m. Eastern Standard Time (EST) on December 16~~amended, ~~2020.~~senior ~~The~~notes ~~offer was previously scheduled~~ to ~~expire~~certain atinstitutional ~~5 p~~investors.m. ~~EST~~A oncopy ~~December 11,~~of ~~2020. Except as set forth herein,~~ the ~~terms~~press ~~and~~release ~~conditions~~is ofattached ~~the~~hereto ~~offer~~as ~~remain~~Exhibit ~~unchanged~~99.1 ~~Transco~~and ~~may~~is ~~further~~incorporated ~~extend~~herein ~~the~~by ~~expiration date of the offer in its sole discretion~~reference.

Also on November 5, 2025, the Company issued a press release announcing that it has priced its offering of $1.0 billion in aggregate principal amount of 5.100% Senior Notes due 2036 and $700.0 million in aggregate principal amount of 5.750% Senior Notes due 2056. The offering of the notes is expected to close on November 20, 2025, subject to certain closing conditions. A copy of ~~this~~the press release is ~~furnished and~~ attached hereto as Exhibit 99.12 ~~hereto~~ and is incorporated herein by reference.

The information furnished is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits.

ExhibitNo.		Description
99.1		Press release dated ~~December~~November 145, ~~2020~~2025.
99.2		Press release dated November 5, 2025.
104		Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC

By:		/s/ Robert E. Riley, Jr.
		Robert E. Riley, Jr.
		Secretary

DATED: ~~December~~November 145, ~~2020~~2025

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