The $1.9 Billion Williams Share Block Belongs to EnCap Flatrock's Momentum Sellers
The 26.9 million shares Williams registered for resale hours after its earnings beat belong to the private equity sellers of Momentum Midstream, the $2.8 billion acquisition behind the gas-and-power growth trade. A capped six-month exit begins into a stock priced at 28 times earnings.
Richard Tang · 2 min read
The mystery block of Williams shares now has names. The prospectus supplement, the SEC filing that lists who may resell registered stock, shows the 26,874,496 Williams Companies+3.19% — Williams Companies, up 3.19 percent today shares registered for resale on November 2 belong to the sellers of Momentum Midstream, the Haynesville gas producer Williams bought for $2.816 billion in September 13. The two top holders, Clearfork Midstream Holdings and EFM M6 Holdings, are both controlled by EnCap Flatrock Midstream Fund IV, a Texas private equity fund manager; 88 smaller holders hold the rest 1. Williams receives nothing from the sales 1.
In October we wrote about the senator who sold up to $25 million of Williams stock while pushing to speed its pipelines (that piece here). What is new since is the identity of the big block: the Momentum sellers, now registered to exit.
EnCap Flatrock-controlled vehicles hold 19.3 million of the 26.9 million registered shares
Data
| Value | |
|---|---|
| EFM M6 Holdings L.P. | 13,636,807 |
| Other holders (88) | 7,594,045 |
| Clearfork Midstream Holdings LLC | 5,643,644 |
The sellers are exiting the asset paying for the AI-power build
The registration landed hours after Williams' strongest quarter of the year: net income of $699 million, up 8 percent, adjusted EBITDA of $2.039 billion, up 6 percent, and 2026 guidance of $8.3 billion to $8.5 billion tracking to the upper half, led by the Socrates data-center power project, which came online early 3. The same quarter pushed debt-to-EBITDA to 3.80x, above the company's roughly 3.75x midpoint, with long-term debt at $31.7 billion and quarterly capital spending of $2.7 billion against $1.05 billion a year ago 3.
Williams' capital spending has more than doubled since mid-2024
Data
| Capital expenditures | |
|---|---|
| Q3 '24 | $0.73B |
| Q4 '24 | $0.8B |
| Q1 '25 | $1.01B |
| Q2 '25 | $1.01B |
| Q3 '25 | $0.99B |
| Q4 '25 | $1.98B |
| Q1 '26 | $0.99B |
| Q2 '26 | $1.86B |
Williams pays for that buildout from midstream fees; the people who sold it the asset behind the buildout are now registered to sell the stock it paid them with, into a market paying 28.4 times trailing earnings 34. The stock fell 4.25 percent to $71.19 that day; the block is worth about $1.9 billion there 4.
The exit is capped, so watch the daily volume
The supply is throttled, not dumped. The locked-up holders, who received 25.6 million of the shares, may together sell no more than 537,496 shares a day until March 3, 2027, about 0.04 percent of the 1.25 billion shares outstanding, roughly one share in every 2,300 1.
That cap is small enough to absorb and steady enough to measure. Watch daily volume against the 537,496-share limit, because a persistent run at it tells you how hard this block is landing, on top of $11.1 million of insider selling over the past year with no buying 14.
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