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): ~~November 5~~March 9, ~~2025~~2026

TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC

(Exact name of registrant as specified in its charter)

Delaware	001-7584	74-1079400
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(I.R.S. EmployerIdentification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification 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 8 7.01. ~~Other~~Regulation ~~Events~~FD Disclosure.

On ~~November~~March 59, ~~2025~~2026, Transcontinental Gas Pipe Line Company, LLC (~~the~~ “~~Company~~Transco”) issued a press release announcing that it ~~intends~~has tocommenced an offer, ~~pursuant~~ to anexchange ~~exemption~~any ~~from~~and ~~registration~~all ~~under~~of its $1.0 billion in aggregate principal amount of outstanding 5.100 percent Senior Notes due 2036 (the ~~Securities~~“Original ~~Act~~2036 Notes”) and $700 million in aggregate principal amount of ~~1933,~~outstanding as5.750 percent ~~amended~~Senior Notes due 2056 (the “Original 2056 Notes” and, ~~senior~~together ~~notes~~with tothe ~~certain~~Original ~~institutional~~2036 ~~investors.~~Notes, Athe ~~copy~~“Original Notes”) for an equal amount of the ~~press~~applicable ~~release~~series isof ~~attached~~its ~~hereto~~registered as5.100 percent ~~Exhibit~~Senior 99Notes due 2036 (the “2036 Exchange Notes”) and 5.1750 percent Senior Notes due 2056 (the “2056 Exchange Notes” and, istogether ~~incorporated~~with ~~herein~~the by2036 ~~reference~~Exchange Notes, the “Exchange Notes”). The exchange offer will expire at 5:00 p.m. Eastern Time on April 6, 2026, unless extended.

~~Also~~The onterms ~~November 5,~~of ~~2025,~~ the ~~Company~~Exchange ~~issued~~Notes aare ~~press~~identical ~~release~~in ~~announcing~~all ~~that~~material itrespects ~~has~~to ~~priced~~those ~~its~~of ~~offering~~the ofapplicable ~~$1.0~~series ~~billion~~of inthe ~~aggregate~~Original ~~principal~~Notes, ~~amount~~except ofthat ~~5.100%~~the ~~Senior~~Exchange Notes ~~due~~have ~~2036~~been registered under the Securities Act of 1933, as amended, and ~~$700.0~~the ~~million~~transfer inrestrictions, ~~aggregate~~restrictive ~~principal~~legends, ~~amount~~registration ofrights ~~5.750%~~and ~~Senior~~additional interest provisions relating to the Original Notes ~~due~~do ~~2056~~not apply to the Exchange Notes. The ~~offering~~purpose of the ~~notes~~Exchange Offer is ~~expected~~ to ~~close~~fulfill onTransco’s ~~November 20,~~obligations ~~2025,~~under ~~subject~~the toregistration ~~certain~~rights ~~closing~~agreement ~~conditions.~~entered Ainto ~~copy~~in ofconnection with the ~~press~~issuance ~~release~~of isthe ~~attached~~Original ~~hereto~~Notes. Transco aswill ~~Exhibit~~not ~~99.2~~receive ~~and~~any isproceeds ~~incorporated~~from ~~herein~~the byexchange ~~reference~~offer.

In accordance with General Instruction B.2 of Form 8-K, the information furnished under this Item 7.01 on this Current Report on Form 8-K and Exhibit 99.1 attached hereto are deemed to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

ExhibitNo.		Description
Exhibit No.		Description
99.1		Press release dated ~~November~~March 59, ~~2025~~2026.
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. Vice President and Assistant General Counsel – Corporate Secretary

DATED: ~~November~~March 59, ~~2025~~2026

Filing Compare · TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC