Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) were effective as of the end of the period covered by this report.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we evaluated the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Based on our evaluation under that framework, our management concluded that our internal control over financial reporting was effective as of Dec. 31, 2024.
Our evaluation of the effectiveness of internal control over financial reporting excludes the EnLink Controlling Interest Acquisition and the Medallion Acquisition. Our Consolidated Statement of Income for the year ended Dec. 31, 2024, includes approximately 7% and 1% of total revenue attributable to EnLink and Medallion, respectively, and our Consolidated Balance Sheet as of Dec. 31, 2024, includes approximately 20% and 3% of total assets attributable to EnLink and Medallion, respectively, that were excluded from management’s assessment of the effectiveness of internal controls over financial reporting. In accordance with guidance issued by the SEC, companies are allowed to exclude acquisitions from their assessment of internal control over financial reporting during the first year subsequent to the acquisition while integrating the acquired operations.
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The effectiveness of our internal control over financial reporting as of Dec. 31, 2024, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein (Item 8).
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarter ended Dec. 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
During the three months ended Dec. 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangements,” as each term is defined in item 408(a) Regulation S-K.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors of the Registrant
Information concerning our directors is set forth in our 2025 definitive Proxy Statement and is incorporated herein by this reference.
Executive Officers of the Registrant
Information concerning our executive officers is included in Part I, Item 1, Business, of this Annual Report.
Compliance with Section 16(a) of the Exchange Act
Information on compliance with Section 16(a) of the Exchange Act is set forth in our 2025 definitive Proxy Statement and is incorporated herein by this reference.
Code of Ethics
Information concerning the code of ethics, or code of business conduct, is set forth in our 2025 definitive Proxy Statement and is incorporated herein by this reference.
Corporate Governance
Information concerning our corporate governance is set forth in our 2025 definitive Proxy Statement and is incorporated herein by this reference.
Insider Trading Policy
We have adopted insider trading policies and procedures that govern the purchase, sale and other disposition of our securities by our directors, officers and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and the listing standards of the NYSE. A copy of our Insider Trading Policy is filed with this Annual Report as Exhibit 19.
ITEM 11. EXECUTIVE COMPENSATION
Information on executive compensation is set forth in our 2025 definitive Proxy Statement and is incorporated herein by this reference.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Security Ownership of Certain Beneficial Owners
Information concerning the ownership of certain beneficial owners is set forth in our 2025 definitive Proxy Statement and is incorporated herein by this reference.
Security Ownership of Management
Information on security ownership of directors and officers is set forth in our 2025 definitive Proxy Statement and is incorporated herein by this reference.
Equity Compensation Plan Information
The following table sets forth certain information concerning our equity compensation plans as of Dec. 31, 2024:
Plan Category Number of Securities
to be Issued
Upon Exercise of
Outstanding Options,
Warrants and Rights Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights (3) Number of Securities
Remaining Available For
Future Issuance Under
Equity Compensation
Plans (4)
Equity compensation plans
approved by security holders (1)
2,708,539 — 4,695,916
Equity compensation plans
not approved by security holders (2)
271,034 $ 100.40 —
Total 2,979,573 $ 100.40 4,695,916
(1) - Includes shares granted under our Employee Stock Purchase Plan, Employee Stock Award Program and restricted stock incentive unit awards and performance unit awards granted under our former Equity Compensation Plan, our Equity Incentive Plan and the assumed former Magellan Midstream Partners, L.P., Long-Term Incentive Plan. For a brief description of the material features of these plans, see Note L of the Notes to Consolidated Financial Statements in this Annual Report.
(2) - Includes our NQDC Plan, Deferred Compensation Plan for Non-Employee Directors and our former Stock Compensation Plan for Non-Employee Directors. For a brief description of the material features of these plans, see Notes L and M of the Notes to Consolidated Financial Statements in this Annual Report.
(3) - There is no exercise price associated with restrictive stock incentive unit awards and performance unit awards. Compensation deferred into our common stock under our Deferred Compensation Plan for Non-Employee Directors is distributed to participants at fair market value on the date of distribution. The price used for these plans to calculate the weighted-average exercise price in the table is $100.40, which represents the 2024 year-end closing price of our common stock on the NYSE.
(4) - Includes 1,459,223, 2,379 and 3,234,314 shares available for future issuance under our Employee Stock Purchase Plan, Employee Stock Award Program and Equity Incentive Plan, respectively.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information on certain relationships and related transactions and director independence is set forth in our 2025 definitive Proxy Statement and is incorporated herein by this reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Information concerning the principal accountant’s fees and services is set forth in our 2025 definitive Proxy Statement and is incorporated herein by this reference.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(1) Financial Statements Page No.
(a) Report of Independent Registered Public Accounting Firm (PCAOB ID: 238 )
64
(b) Consolidated Statements of Income for the years ended
Dec. 31, 2024, 2023 and 2022 67
(c) Consolidated Statements of Comprehensive Income for the years ended
Dec. 31, 2024, 2023 and 2022 67
(d) Consolidated Balance Sheets as of Dec. 31, 2024 and 2023 68
(e) Consolidated Statements of Cash Flows for the years ended
Dec. 31, 2024, 2023 and 2022
69
(f) Consolidated Statements of Changes in Equity for the years ended
Dec. 31, 2024, 2023 and 2022 70
(g) Notes to Consolidated Financial Statements 71 - 113
(2) Financial Statements Schedules
All schedules have been omitted because of the absence of conditions under which they are required.
(3) Exhibits
2 Agreement and Plan of Merger, dated as of May 14, 2023, by and among ONEOK, Inc., Otter Merger Sub, LLC and Magellan Midstream Partners, L.P. (incorporated by reference from Exhibit 2.1 to ONEOK, Inc.’s Current Report on Form 8-K, filed May 15, 2023 (File No. 1-13643)).
2.1 Purchase Agreement, dated as of Aug. 28, 2024, by and among ONEOK, Inc., GIP III Stetson I, L.P., GIP III Stetson II, L.P. and EnLink Midstream Manager, LLC (incorporated by reference from Exhibit 2.1 to ONEOK Inc.’s Current Report on Form 8-K, filed Aug. 30, 2024 (File No. 1-13643)).
2.2 Purchase and Sale Agreement, dated as of Aug. 28, 2024, by and among ONEOK, Inc., GIP III Trophy GP 2, LLC, GIP III Trophy Acquisition Partners, L.P. and Medallion Management, L.P. (incorporated by reference from Exhibit 2.2 to ONEOK Inc.’s Current Report on Form 8-K, filed Aug. 30, 2024 (File No. 1-13643)).
2.3 Agreement and Plan of Merger, d ate d as of No v. 24, 202 4 , by and among ONEOK, I nc., Elk Merger Sub I, L.L.C., Elk Merger Sub II, L.L.C., En Link Midstream LLC and EnLink Midstream Manager, LLC (incorporated by reference from Exhibit 2.1 to O NEOK Inc. ’ s Curre n t Report on Form 8-K , filed Nov. 25, 2024 (File No. 1-13643)).
3 Amended and Restated Certificate of Incorporation of ONEOK, Inc., dated July 3, 2017, as amended (incorporated by reference from Exhibit 3.2 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for the quarter ended Sept . 30, 2017, filed Nov . 1, 2017 (File No. 1-13643)).
3.1 Amended and Restated By-laws of ONEOK, Inc. (incorporated by reference from Exhibit 3.1 to ONEOK Inc.’s Current Report on Form 8-K filed Feb . 24, 2023 (File No. 1-13643)).
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3.2 Certificate of Designation for Convertible Preferred Stock of WAI, Inc. (now ONEOK, Inc.) filed Nov . 21, 2008 (incorporated by reference from Exhibit 3.1 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed Aug . 1, 2012 (File No. 1-13643)).
3.3 Certificate of Designation for Series C Participating Preferred Stock of ONEOK, Inc. filed Nov . 21, 2008 (incorporated by reference from Exhibit No. 3.1 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed Aug . 1, 2012 (File No. 1-13643)).
3.4 Certificate of Designation, Preferences and Rights of Series E Non-Voting Perpetual Preferred Stock of ONEOK, Inc. filed April 20, 2017 (incorporated by reference from Exhibit No. 3.1 to ONEOK, Inc.’s Current Report on Form 8-K filed April 20, 2017 (File No. 1-13643)).
4 Form of Common Stock Certificate (incorporated by reference from Exhibit 1 to ONEOK, Inc.’s Registration Statement on Form 8-A filed Nov. 21, 1997 (File No. 1-13643)).
4.1 Second Supplemental Indenture, dated as of Sept. 25, 1998, between ONEOK, Inc. and Chase Bank of Texas, as trustee, with respect to the 6.875% Debentures due 2028 (incorporated by reference from Exhibit 5(b) to ONEOK, Inc.’s Current Report on Form 8-K/A filed Oct. 2, 1998 (File No. 1-13643)).
4.2 Fifth Supplemental Indenture, dated as of June 30, 2017, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and The Bank of New York Mellon Trust, as trustee (incorporated by reference from Exhibit 4.1 to ONEOK Inc.’s Current Report on Form 8-K filed July 3, 2017 (File No. 1-13643)).
4.3 Sixth Supplemental Indenture, dated as of Sept . 25, 2023, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and The Bank of New York Mellon Trust, as trustee (incorporated by reference from Exhibit 4.1 to ONEOK Inc.’s Current Report on Form 8-K filed Sept . 25, 2023 (File No. 1-13643)).
4.4 Indenture, dated as of Dec. 28, 2001, between ONEOK, Inc. and SunTrust Bank, as trustee (incorporated by reference from Exhibit 4.1 to Amendment No. 1 to ONEOK, Inc.’s Registration Statement on Form S-3 filed Dec. 28, 2001 (File No. 333-65392)).
4.5 Third Supplemental Indenture, dated as of June 17, 2005, between ONEOK, Inc. and SunTrust Bank, as trustee, with respect to the 6.00% Senior Notes due 2035 (incorporated by reference from Exhibit 4.3 to ONEOK, Inc.’s Current Report on Form 8-K filed June 17, 2005 (File No. 1-13643)).
4.6 Fourth Supplemental Indenture, dated as of June 30, 2017, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 6.00% Senior Notes due 2035 (incorporated by reference from Exhibit 4.3 to ONEOK Inc.’s Current Report on Form 8-K filed July 3, 2017 (File No. 1-13643)).
4.7 Fifth Supplemental Indenture, dated as of July 13, 2017, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 4.95% Senior Notes due 2047 (incorporated by reference from Exhibit 4.2 to ONEOK Inc.’s Current Report on Form 8-K filed July 13, 2017 (File No. 1-13643)).
4.8 Indenture, dated as of Jan. 26, 2012, among ONEOK, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to ONEOK, Inc.’s Current Report on Form 8-K filed Jan. 26, 2012 (File No. 1-13643)).
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4.9 Third Supplemental Indenture, dated as of June 30, 2017, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.2 to ONEOK Inc.’s Current Report on Form 8-K filed July 3, 2017 (File No. 1-13643)).
4.10 Fourth Supplemental Indenture, dated as of July 13, 2017, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 4.00% Senior Notes due 2027 (incorporated by reference from Exhibit 4.1 to ONEOK Inc.’s Current Report on Form 8-K filed July 13, 2017 (File No. 1-13643)).
4.11 Fifth Supplemental Indenture, dated as of July 13, 2017, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 4.95% Senior Notes due 2047 (incorporated by reference from Exhibit 4.2 to ONEOK Inc.’s Current Report on Form 8-K filed July 13, 2017 (File No. 1-13643)).
4.12 Sixth Supplemental Indenture, dated as of July 2, 2018, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 4.55% Senior Notes due 2028 (incorporated by reference from Exhibit No. 4.1 to ONEOK, Inc.’s Current Report on Form 8-K filed July 2, 2018 (File No. 1-13643))
4.13 Seventh Supplemental Indenture, dated as of July 2, 2018, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 5.20% Senior Notes due 2048 (incorporated by reference from Exhibit No. 4.2 to ONEOK, Inc.’s Current Report on Form 8-K filed July 2, 2018 (File No. 1-13643)
4.14 Eighth Supplemental Indenture, dated as of March 13, 2019, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 4.35% Senior Notes due 2029 (incorporated by reference from Exhibit No. 4.2 to ONEOK, Inc.’s Current Report on Form 8-K filed March 13, 2019 (File No. 1-13643)).
4.15 Ninth Supplemental Indenture, dated March 13, 201 9 , among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 5.20 % Senior Notes due 20 48 (incorporated by reference from Exhibit 4.3 to ONEOK Partners, L.P.’s Current Report on Form 8-K filed March 13, 201 9 (File No. 1-12202)).
4.16 Tenth Supplemental Indenture, dated as of Aug. 15, 2019, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 2.75% Senior Notes due 2024 (incorporated by reference from Exhibit No. 4.1 to ONEOK, Inc.’s Current Report on Form 8-K filed Aug. 15, 2019 (File No. 1-13643)).
4.17 Eleventh Supplemental Indenture, dated as of Aug. 15, 2019, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 3.40% Senior Notes due 2029 (incorporated by reference from Exhibit No. 4.2 to ONEOK, Inc.’s Current Report on Form 8-K filed Aug. 15, 2019 (File No. 1-13643)).
4.18 Twelfth Supplemental Indenture, dated as of Aug. 15, 2019, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 4.45% Senior Notes due 2049 (incorporated by reference from Exhibit No. 4.3 to ONEOK, Inc.’s Current Report on Form 8-K filed Aug. 15, 2019 (File No. 1-13643)).
4.19 Thirteenth Supplemental Indenture, dated as of March 10, 2020, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 2.200% Senior Notes due 2025 (incorporated by reference from Exhibit No. 4.1 to ONEOK, Inc.’s Current Report on Form 8-K filed March 10, 2020 (File No. 1-13643)).
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4.20 Fourteenth Supplemental Indenture, dated as of March 10, 2020, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 3.100% Senior Notes due 2030 (incorporated by reference from Exhibit No. 4.2 to ONEOK, Inc.’s Current Report on Form 8-K filed March 10, 2020 (File No. 1-13643)).
4.21 Fifteenth Indenture, dated as of March 10, 2020, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 4.500% Senior Notes due 2050 (incorporated by reference from Exhibit No. 4.3 to ONEOK, Inc.’s Current Report on Form 8-K filed March 20, 2020 (File No. 1-13643)).
4.22 Sixteenth Supplemental Indenture, dated as of May 7, 2020, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 5.850% Senior Notes due 2026 (incorporated by reference from Exhibit No. 4.1 to ONEOK, Inc.’s Current Report on Form 8-K filed May 7, 2020 (File No. 1-13643)).
4.23 Seventeenth Supplemental Indenture, dated as of May 7, 2020, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 6.350% Senior Notes due 2031 (incorporated by reference from Exhibit No. 4.2 to ONEOK, Inc.’s Current Report on Form 8-K filed May 7, 2020 (File No. 1-13643)).
4.24 Eighteenth Supplemental Indenture, dated as of May 7, 2020, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 7.150% Senior Notes due 2051 (incorporated by reference from Exhibit No. 4.3 to ONEOK, Inc.’s Current Report on Form 8-K filed May 7, 2020 (File No. 1-13643)).
4.25 Nineteenth Supplemental Indenture, dated as of Nov. 18, 2022, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association), as trustee, with respect to the 6.100% Senior Notes due 2032 (incorporated by reference from Exhibit No. 4.1 to ONEOK, Inc.’s Current Report on Form 8-K filed Nov. 18, 2022 (File No. 1-13643)).
4.26 Twentieth Supplemental Indenture, dated as of Aug. 24, 2023, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 5.550% Senior Notes due 2026 (incorporated by reference from Exhibit 4.1 to ONEOK Inc.’s Current Report on Form 8-K, filed Aug. 25, 2023 (File No. 1-13643)).
4.27 Twenty-First Supplemental Indenture, dated as of Aug. 24, 2023, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 5.650% Senior Notes due 2028 (incorporated by reference from Exhibit 4.2 to ONEOK Inc.’s Current Report on Form 8-K, filed Aug. 25, 2023 (File No. 1-13643)).
4.28 Twenty-Second Supplemental Indenture, dated as of Aug. 24, 2023, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 5.800% Senior Notes due 2030 (incorporated by reference from Exhibit 4.3 to ONEOK Inc.’s Current Report on Form 8-K, filed Aug. 25, 2023 (File No. 1-13643)).
4.29 Twenty-Third Supplemental Indenture, dated as of Aug. 24, 2023, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 6.050% Senior Notes due 2033 (incorporated by reference from Exhibit 4.4 to ONEOK Inc.’s Current Report on Form 8-K, filed Aug. 25, 2023 (File No. 1-13643)).
4.30 Twenty-Fourth Supplemental Indenture, dated as of Aug. 24, 2023, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 6.625% Senior Notes due 2053 (incorporated by reference from Exhibit 4.5 to ONEOK Inc.’s Current Report on Form 8-K, filed Aug. 25, 2023 (File No. 1-13643)).
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4.31 Twenty-Fifth Supplemental Indenture, dated as of Sept. 25, 2023, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.3 to ONEOK Inc.’s Current Report on Form 8-K, filed Sept. 25, 2023 (File No. 1-13643)).
4.32 Twenty-Sixth Supplemental Indenture, dated as of Sept. 24, 2024, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and U.S. Bank National Association, as trustee, with respect to 4.250% Notes due 2027 (incorporated by reference from Exhibit 4.2 to ONEOK Inc.’s Current Report on Form 8-K, filed Sept. 24, 2024 (File No. 1-13643)).
4.33 Twenty-Seventh Supplemental Indenture, dated as of Sept. 24, 2024, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and U.S. Bank National Association, as trustee, with respect to 4.400% Notes due 2029 (incorporated by reference from Exhibit 4.3 to ONEOK Inc.’s Current Report on Form 8-K, filed Sept. 24, 2024 (File No. 1-13643)).
4.34 Twenty-Eighth Supplemental Indenture, dated as of Sept. 24, 2024, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and U.S. Bank National Association, as trustee, with respect to 4.750% Notes due 2031 (incorporated by reference from Exhibit 4.4 to ONEOK Inc.’s Current Report on Form 8-K, filed Sept. 24, 2024 (File No. 1-13643)).
4.35 Twenty-Ninth Supplemental Indenture, dated as of Sept. 24, 2024, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and U.S. Bank National Association, as trustee, with respect to 5.050% Notes due 2034 (incorporated by reference from Exhibit 4.5 to ONEOK Inc.’s Current Report on Form 8-K, filed Sept. 24, 2024 (File No. 1-13643)).
4.36 Thirtieth Supplemental Indenture, dated as of Sept. 24, 2024, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and U.S. Bank National Association, as trustee, with respect to 5.700% Notes due 2054 (incorporated by reference from Exhibit 4.6 to ONEOK Inc.’s Current Report on Form 8-K, filed Sept. 24, 2024 (File No. 1-13643)).
4.37 Thirty-First Supplemental Indenture, dated as of Sept. 24, 2024, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and U.S. Bank National Association, as trustee, with respect to 5.850% Notes due 2064 (incorporated by reference from Exhibit 4.7 to ONEOK Inc.’s Current Report on Form 8-K, filed Sept. 24, 2024 (File No. 1-13643)).
4.38 Indenture, dated as of Sept. 25, 2006, between ONEOK Partners, L.P. and Wells Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to ONEOK Partners, L.P.’s Current Report on Form 8-K filed Sept. 26, 2006 (File No. 1-12202)).
4.39 Third Supplemental Indenture, dated as of Sept. 25, 2006, among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 6.65% Senior Notes due 2036 (incorporated by reference to Exhibit 4.4 to ONEOK Partners, L.P.’s Current Report on Form 8-K filed Sept. 26, 2006 (File No. 1-12202)).
4.40 Fourth Supplemental Indenture, dated as of Sept. 28, 2007, among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 6.85% Senior Notes due 2037 (incorporated by reference to Exhibit 4.2 to ONEOK Partners, L.P.’s Current Report on Form 8-K filed Sept. 28, 2007 (File No. 1-12202)).
4.41 Seventh Supplemental Indenture, dated as of Jan. 26, 2011, among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 6.125% Senior Notes due 2041 (incorporated by reference from Exhibit 4.3 to ONEOK Partners, L.P.’s Current Report on Form 8-K filed Jan. 26, 2011 (File No. 1-12202)).
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4.42 Twelfth Supplemental Indenture, dated as of Sept. 12, 2013, among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 6.200% Senior Notes due 2043 (incorporated by reference to Exhibit 4.4 to ONEOK Partners, L.P.’s Current Report on Form 8-K filed Sept. 12, 2013 (File No. 1-12202)).
4.43 Fourteenth Supplemental Indenture, dated as of March 20, 2015, among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 4.90% Senior Notes due 2025 (incorporated by reference to Exhibit 4.3 to ONEOK Partners, L.P.’s Current Report on Form 8-K filed on March 20, 2015 (File No. 1-12202)).
4.44 Fifteenth Supplemental Indenture, dated as of June 30, 2017, by and among ONEOK Partners, L.P., ONEOK, Inc., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee (incorporated by reference from Exhibit 4.1 to ONEOK, Partners, L.P.’s Current Report on Form 8-K filed July 3, 2017 (File No. 1-12202)).
4.45 Sixteenth Supplemental Indenture, dated as of Sept. 25, 2023, among ONEOK Partners, L.P., ONEOK, Inc., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and Computershare Trust Company, N.A., as trustee (incorporated by reference from Exhibit 4.4 to ONEOK Inc.’s Current Report on Form 8-K, filed Sept. 25, 2023 (File No. 1-13643)).
4.46 Indenture, dated as of April 19, 2007, between Magellan Midstream Partners, L.P. and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.1 to Magellan Midstream Partners, L.P.’s Form 8-K, filed April 20, 2007 (File No. 1-16335)).
4.47 First Supplemental Indenture, dated as of April 19, 2007, between Magellan Midstream Partners, L.P. and U.S. Bank National Association, as trustee, with respect to the 6.400% Senior Notes due 2037 (incorporated by reference from Exhibit 4.2 to Magellan Midstream Partners, L.P.’s Form 8-K, filed April 20, 2007 (File No. 1-16335)).
4.48 Second Supplemental Indenture, dated as of Sept. 25, 2023, among Magellan Midstream Partners, L.P., ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference from Exhibit 4.5 to ONEOK Inc.’s Current Report on Form 8-K, filed Sept. 25, 2023 (File No. 1-13643)).
4.49 Third Supplemental Indenture, dated as of Dec. 13, 2023, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference from Exhibit 4.1 to ONEOK Inc.’s Current Report on Form 8-K filed Dec. 14, 2023 (File No. 1-13643)).
4.50 Indenture, dated as of Aug. 11, 2010, between Magellan Midstream Partners, L.P. and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.1 to Midstream Partners, L.P.’s Form 8-K, filed Aug. 16, 2010 (File No. 1-16335)).
4.51 Second Supplemental Indenture, dated as of Nov. 9, 2012, between ONEOK, Inc. (successor in interest to Magellan Midstream Partners, L.P.), and U.S. Bank National Association, as trustee, with respect to the 4.200% Senior Notes due 2042 (incorporated by reference from Exhibit 4.2 to Magellan Midstream Partners, L.P.’s Current Report on Form 8-K, filed Nov. 9, 2012 (File No. 1-16335)).
4.52 Third Supplemental Indenture, dated as of Oct. 10, 2013, between ONEOK, Inc. (successor in interest to Magellan Midstream Partners, L.P.), and U.S. Bank National Association, as trustee, with respect to the 5.15% Senior Notes due 2043 (incorporated by reference from Exhibit 4.2 to Magellan Midstream Partners, L.P.’s Current Report on Form 8-K, filed Oct. 10, 2013 (File No. 1-16335)).
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4.53 Fourth Supplemental Indenture, dated as of March 4, 2015, between ONEOK, Inc. (successor in interest to Magellan Midstream Partners, L.P.), and U.S. Bank National Association, as trustee, with respect to the 3.20% Senior Notes due 2025 (incorporated by reference from Exhibit 4.2 to Magellan Midstream Partners, L.P.’s Current Report on Form 8-K, filed March 4, 2015 (File No. 1-16335)).
4.54 Fifth Supplemental Indenture, dated as of March 4, 2015, between ONEOK, Inc. (successor in interest to Magellan Midstream Partners, L.P.), and U.S. Bank National Association, as trustee, with respect to the 4.20% Senior Notes due 2045 (incorporated by reference from Exhibit 4.3 to Magellan Midstream Partners, L.P.’s Current Report on Form 8-K, filed March 4, 2015 (File No. 1-16335)).
4.55 Sixth Supplemental Indenture, dated as of Feb. 29, 2016, between ONEOK, Inc. (successor in interest to Magellan Midstream Partners, L.P.), and U.S. Bank National Association, as trustee, with respect to the 5.00% Senior Notes due 2026 (incorporated by reference from Exhibit 4.2 to Magellan Midstream Partners, L.P.’s Current Report on Form 8-K, filed Feb. 29, 2016 (File No. 1-16335)).
4.56 Seventh Supplemental Indenture, dated as of Sept. 13, 2016, between ONEOK, Inc. (successor in interest to Magellan Midstream Partners, L.P.), and U.S. Bank National Association, as trustee, with respect to the 4.25% Senior Notes due 2046 (incorporated by reference from Exhibit 4.2 to Magellan Midstream Partners, L.P.’s Current Report on Form 8-K, filed Sept. 13, 2016 (File No. 1-16335)).
4.57 Eighth Supplemental Indenture, dated as of Oct. 3, 2017, between ONEOK, Inc. (successor in interest to Magellan Midstream Partners, L.P.), and U.S. Bank National Association, as trustee, with respect to the 4.200% Senior Notes due 2047 (incorporated by reference from Exhibit 4.2 to Magellan Midstream Partners, L.P.’s Current Report on Form 8-K, filed Oct. 3, 2017 (File No. 1-16335)).
4.58 Ninth Supplemental Indenture, dated as of Jan. 18, 2019, between ONEOK, Inc. (successor in interest to Magellan Midstream Partners, L.P.), and U.S. Bank National Association, as trustee, with respect to the 4.850% Senior Notes due 2049 (incorporated by reference from Exhibit 4.2 to Magellan Midstream Partners, L.P.’s Current Report on Form 8-K, filed Jan. 18, 2019 (File No. 1-16335)).
4.59 Tenth Supplemental Indenture, dated as of Aug. 19, 2019, between ONEOK, Inc. (successor in interest to Magellan Midstream Partners, L.P.), and U.S. Bank National Association, as trustee, with respect to the 3.950% Senior Notes due 2050 (incorporated by reference from Exhibit 4.2 to Magellan Midstream Partners, L.P.’s Current Report on Form 8-K, filed Aug. 19, 2019 (File No. 1-16335)).
4.60 Eleventh Supplemental Indenture, dated as of May 20, 2020, between ONEOK, Inc. (successor in interest to Magellan Midstream Partners, L.P.), and U.S. Bank National Association, as trustee, with respect to the 3.250% Senior Notes due 2030 (incorporated by reference from Exhibit 4.2 to Magellan Midstream Partners, L.P.’s Current Report on Form 8-K, filed May 20, 2020 (File No. 1-16335))
4.61 Twelfth Supplemental Indenture, dated as of Sept. 25, 2023, among Magellan Midstream Partners, L.P., ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference from Exhibit 4.6 to ONEOK Inc.’s Current Report on Form 8-K, filed Sept. 25, 2023 (File No. 1-13643)).
4.62 Thirteenth Supplemental Indenture, dated as of Dec. 13, 2023, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and U.S. Bank Trust Company, National Association, as trustee, (incorporated by reference from Exhibit 4.2 to ONEOK Inc.’s Current Report on Form 8-K filed Dec. 14, 2023 (File No. 1-13643)).
4.63 Indenture, dated as of March 19, 2014, by and between EnLink Midstream Partners, LP and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to EnLink Midstream Partners, LP’s Current Report on Form 8-K, filed March 21, 2014 (File No. 001-36340)).
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4.64 First Supplemental Indenture, dated as of March 19, 2014, by and between EnLink Midstream Partners, LP and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.3 to EnLink Midstream Partners, LP’s Current Report on Form 8-K, filed March 21, 2014 (File No. 001-36340)).
4.65 Second Supplemental Indenture, dated as of Nov . 12, 2014, by and between EnLink Midstream Partners, LP and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.3 to EnLink Midstream Partners, LP’s Current Report on Form 8-K, filed Nov. 12, 2014 (File No. 001-36340)).
4.66 Third Supplemental Indenture, dated as of May 12, 2015, by and between EnLink Midstream Partners, LP and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.3 to EnLink Midstream Partners, LP’s Current Report on Form 8-K, filed May 12, 2015 (File No. 001-36340)).
4.67 Fourth Supplemental Indenture, dated as of July 14, 2016, by and between EnLink Midstream Partners, LP and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to EnLink Midstream Partners, LP’s Current Report on Form 8-K, filed July 14, 2016 ((File No. 001-36340)).
4.68 Fifth Supplemental Indenture, dated as of May 11, 2017, by and between EnLink Midstream Partners, LP and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to EnLink Midstream Partners, LP’s Current Report on Form 8-K, filed May 11, 2017 (File No. 001-36340)).
4.69 Indenture, dated as of April 9, 2019, by and between EnLink Midstream, LLC and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to EnLink Midstream, LLC’s Current Report on Form 8-K, filed April 9, 2019 (File No. 001-36336)).
4.70 First Supplemental Indenture, dated as of April 9, 2019, by and among EnLink Midstream, LLC, EnLink Midstream Partners, LP, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to EnLink Midstream, LLC’s Current Report on Form 8-K, filed April 9, 2019 (File No. 001-36336)).
4.71 Indenture, dated as of Dec. 17, 2020, by and among EnLink Midstream, LLC, as issuer, EnLink Midstream Partners, LP, as guarantor, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to EnLink Midstream, LLC’s Current Report on Form 8-K, filed Dec. 18, 2020 (File No. 001-36336)).
4.72 Indenture, dated as of Aug. 31, 2022, by and among EnLink Midstream, LLC, as issuer, EnLink Midstream Partners, LP, as guarantor, and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to EnLink Midstream, LLC’s Current Report on Form 8-K, filed on Aug. 31, 2022 (File No. 001-36336)).
4.73 Indenture, dated as of Aug. 15, 2024, by and among EnLink Midstream, LLC, as issuer, EnLink Midstream Partners, LP, as guarantor, and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to EnLink Midstream, LLC’s Current Report on Form 8-K, filed Aug. 15, 2024 (File No. 001-36336)).
4.74 First Supplemental Indenture, dated as of Aug. 15, 2024, by and among EnLink Midstream, LLC, as issuer, EnLink Midstream Partners, LP, as guarantor, and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to EnLink Midstream, LLC’s Current Report on Form 8-K, filed Aug. 15, 2024 (File No. 001-36336)).
4.75 First Supplemental Indenture, dated as of Jan . 31, 2025, by and among Elk Merger Sub II, L.L.C., as issuer, EnLink Midstream Partners, LP, as guarantor, and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to EnLink Midstream, LLC’s Current Report on Form 8-K, filed Jan . 31, 2025, File No. 001-36336).
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4.76 Second Supplemental Indenture, dated as of Jan . 31, 2025, by and among Elk Merger Sub II, L.L.C., as issuer, EnLink Midstream Partners, LP, as guarantor, and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to EnLink Midstream, LLC’s Current Report on Form 8-K, filed Jan . 31, 2025, File No. 001-36336).
4.77 First Supplemental Indenture, dated as of Jan . 31, 2025, by and among Elk Merger Sub II, L.L.C., as issuer, EnLink Midstream Partners, LP, as guarantor, and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 to EnLink Midstream, LLC’s Current Report on Form 8-K, filed Jan . 31, 2025, File No. 001-36336).
4.78 Second Supplemental Indenture, dated as of Jan . 31, 2025, by and among Elk Merger Sub II, L.L.C., as issuer, EnLink Midstream Partners, LP, as guarantor, and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.4 to EnLink Midstream, LLC’s Current Report on Form 8-K, filed Jan . 31, 2025, File No. 001-36336).
4.79 Third Supplemental Indenture, dated as of Jan . 31, 2025, by and among ONEOK, Inc., Elk Merger Sub II, L.L.C., EnLink Midstream Partners, LP, ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.5 to ONEOK, Inc.’s Current Report on Form 8-K, filed Feb . 5, 2025 (File No. 1-13643)).
4.80 Second Supplemental Indenture, dated as of Jan . 31, 2025, by and among ONEOK, Inc., Elk Merger Sub II, L.L.C., EnLink Midstream Partners, LP, ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.6 to ONEOK, Inc.’s Current Report on Form 8-K, filed Feb . 5, 2025 (File No. 1-13643)).
4.81 Second Supplemental Indenture, dated as of Jan . 31, 2025, by and among ONEOK, Inc., Elk Merger Sub II, L.L.C., EnLink Midstream Partners, LP, ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.7 to ONEOK, Inc.’s Current Report on Form 8-K, filed Feb . 5, 2025 (File No. 1-13643)).
4.82 Third Supplemental Indenture, dated as of Jan . 31, 2025, by and among ONEOK, Inc., Elk Merger Sub II, L.L.C., EnLink Midstream Partners, LP, ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.8 to ONEOK, Inc.’s Current Report on Form 8-K, filed Feb . 5, 2025 (File No. 1-13643)).
4.83 Sixth Supplemental Indenture, dated as of Jan . 31, 2025, by and among ONEOK, Inc., EnLink Midstream Partners, LP, Elk Merger Sub II, L.L.C., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.9 to ONEOK, Inc.’s Current Report on Form 8-K, filed Feb . 5, 2025 (File No. 1-13643)).
4.84 Seventh Supplemental Indenture, dated as of Jan . 31, 2025, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P., EnLink Midstream Partners, LP, Elk Merger Sub II, L.L.C. and The Bank of New York Mellon Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.10 to ONEOK, Inc.’s Current Report on Form 8-K filed Feb . 5, 2025 (File No. 1-13643)).
4.85 Fourteenth Supplemental Indenture, dated as of Jan . 31, 2025, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P., EnLink Midstream Partners, LP, Elk Merger Sub II, L.L.C., and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.11 to ONEOK, Inc.’s Current Report on Form 8-K, filed Feb . 5, 2025 (File No. 1-13643)).
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4.86 Fourth Supplemental Indenture, dated as of Jan . 31, 2025, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P., EnLink Midstream Partners, LP, Elk Merger Sub II, L.L.C., and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.12 to ONEOK, Inc.’s Current Report on Form 8-K, filed Feb . 5, 2025 (File No. 1-13643)).
4.87 Sixth Supplemental Indenture, dated as of Jan . 31, 2025, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P., EnLink Midstream Partners, LP, Elk Merger Sub II, L.L.C. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.13 to ONEOK, Inc.’s Current Report on Form 8-K, filed Feb . 5, 2025 (File No. 1-13643)).
4.88 Thirty-Second Supplemental Indenture, dated as of Jan . 31, 2025, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P., EnLink Midstream Partners, LP, Elk Merger Sub II, L.L.C. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.14 to ONEOK, Inc.’s Current Report on Form 8-K, filed Feb . 5, 2025 (File No. 1-13643)).
4.89 Seventeenth Supplemental Indenture, dated as of Jan . 31, 2025, by and among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, ONEOK, Inc., Magellan Midstream Partners, L.P., EnLink Midstream Partners, LP, Elk Merger Sub II, L.L.C., and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.15 to ONEOK, Inc.’s Current Report on Form 8-K, filed Feb . 5, 2025 (File No. 1-13643)).
4.90 Description of securities (incorporated by reference from Exhibit 4.43 to ONEOK, Inc.'s Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2020, filed Feb. 23, 2021 (File No. 1-13643)).
10 ONEOK, Inc. Long-Term Incentive Plan (incorporated by reference from Exhibit 10(a) to ONEOK, Inc.’s Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2001, filed March 14, 2002 (File No. 1-13643)).
10.1 ONEOK, Inc. Stock Compensation Plan for Non-Employee Directors (incorporated by reference from Exhibit 99 to ONEOK, Inc.’s Registration Statement on Form S-8 filed Jan. 25, 2001 (File No. 333-54274)).
10.2 ONEOK, Inc. Supplemental Executive Retirement Plan terminated and frozen Dec. 31, 2004 (incorporated by reference from Exhibit 10.1 to ONEOK, Inc.’s Current Report on Form 8-K filed Dec. 20, 2004 (File No. 1-13643)).
10.3 ONEOK, Inc. 2005 Supplemental Executive Retirement Plan, as amended and restated, dated as of Dec. 18, 2008 (incorporated by reference from Exhibit 10.3 to ONEOK, Inc.’s Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2008, filed Feb. 25, 2009 (File No. 1-13643)).
10.4 Form of Indemnification Agreement between ONEOK, Inc. and ONEOK, Inc. officers and directors, as amended (incorporated by reference from Exhibit 10.5 to ONEOK, Inc.’s Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2014, filed Feb. 25, 2015 (File No. 1-13643)).
10.5 Amended and Restated ONEOK, Inc. Annual Officer Incentive Plan (incorporated by reference from Exhibit 10.1 to ONEOK, Inc.’s Current Report on Form 8-K filed May 27, 2009 (File No. 1-13643)).
10.6 ONEOK, Inc. Employee Nonqualified Deferred Compensation Plan, as amended and restated Dec. 16, 2004 (incorporated by reference from Exhibit 10.3 to ONEOK, Inc.’s Current Report on Form 8-K filed Dec. 20, 2004 (File No. 1-13643)).
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10.7 ONEOK, Inc. 2005 Nonqualified Deferred Compensation Plan, as amended and restated, dated as of Dec. 18, 2008 (incorporated by reference from Exhibit 10.8 to ONEOK, Inc.’s Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2008, filed Feb. 25, 2009 (File No. 1-13643)).
10.8 ONEOK, Inc. Deferred Compensation Plan for Non-Employee Directors, as amended and restated, dated as of Dec. 18, 2008 (incorporated by reference from Exhibit 10.9 to ONEOK, Inc.’s Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2008, filed Feb. 25, 2009 (File No. 1-13643)).
10.9 Amended and Restated Limited Liability Company Agreement of Overland Pass Pipeline Company LLC entered into between ONEOK Overland Pass Holdings, L.L.C. and Williams Field Services Company, LLC, dated as of May 31, 2006 (incorporated by reference to Exhibit 10.6 to ONEOK Partners, L.P.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed Aug. 4, 2006 (File No. 1-12202)).
10.10 Form of ONEOK, Inc. Officer Change in Control Severance Plan (incorporated by reference from Exhibit 10.1 to ONEOK, Inc.’s Current Report on Form 8-K filed July 22, 2011 (File No. 1-13643)).
10.11 Form of 2023 Restricted Unit Stock Award Agreement, dated as of Feb. 22, 2023 (incorporated by reference from Exhibit 10.15 to ONEOK, Inc.’s Annual Report on Form 10-K, filed Feb. 28, 2023 (File No. 1-13643)).
10.12 Form of 2023 Performance Unit Award Agreement, dated as of Feb. 22, 2023 (incorporated by reference from Exhibit 10.16 to ONEOK, Inc.’s Annual Report on Form 10-K, filed Feb. 28, 2023 (File No. 1-13643)).
10.13 Form of 2022 Restricted Unit Award Agreement (incorporated by reference from Exhibit 10.17 to ONEOK, Inc.’s Annual Report on Form 10-K, filed March 1, 2022 (File No. 1-13643)).
10.14 Form of 2022 Performance Unit Award Agreement (incorporated by reference from Exhibit 10.18 to ONEOK, Inc.’s Annual Report on Form 10-K, filed March 1, 2022 (File No. 1-13643)).
10.15 ONEOK, Inc. Equity Incentive Plan (incorporated by reference to Appendix A to ONEOK, Inc.’s definitive proxy statement on Schedule 14A filed on April 5, 2018 (File No. 1-13643)).
10.16 ONEOK, Inc. Profit Sharing Plan, dated as of Jan. 1, 2005 (incorporated by reference from Exhibit 99 to ONEOK, Inc.’s Registration Statement on Form S-8 filed Dec. 30, 2004 (File No. 333-121769)).
10.17 ONEOK, Inc. Equity Compensation Plan, as amended and restated, dated as of Dec. 18, 2008 (incorporated by reference from Exhibit 10.44 to ONEOK, Inc.’s Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2008, filed Feb. 25, 2009 (File No. 1-13643)).
10.18 Equity Distribution Agreement, dated as of Aug. 3, 2023, among ONEOK, Inc., and BofA Securities, Inc., as sales agent, principals and/or forward sellers, as forward purchasers (incorporated by reference from Exhibit 1.1 to ONEOK, Inc.’s Current Report on Form 8-K with a filed Aug. 3, 2023 (File No. 1-13643)).
10.19 Form of 2024 Restricted Unit Award Agreement, dated as of Feb. 27, 2024 (incorporated by reference from Exhibit 10.24 to ONEOK, Inc.'s Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2023, filed Feb. 27, 2024 (File No. 1-13643)).
10.20 Form of 2024 Performance Unit Award Agreement, dated as of Feb. 27, 2024 (incorporated by reference from Exhibit 10.25 to ONEOK, Inc.'s Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2023, filed Feb. 27, 2024 (File No. 1-13643)).
10.21 Form of 2021 Restricted Unit Award Agreement (incorporated by reference from Exhibit 10.33 to ONEOK, Inc.'s Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2020, filed Feb. 23, 2021 (File No. 1-13643)).
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10.22 Form of 2021 Performance Unit Award Agreement (incorporated by reference from Exhibit 10.34 to ONEOK, Inc's Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2020, filed Feb. 23, 2021 (File No. 1-13643)).
10.23 Form of 2025 Restricted Unit Award Agreement, dated as of Feb. 19 , 2025.
10.24 Form of 2025 Performance Unit Award Agreement, dated as of Feb. 19 , 2025.
10.25 ONEOK, Inc. Employee Stock Purchase Plan as amended and restated effective May 24, 2023 (incorporated by reference to Exhibit 99.1 to ONEOK, Inc.’s Registration Statement on Form S-8, filed Nov. 9, 2023 (File No. 1-13643)).
10.26 ONEOK, Inc. 2020 Nonqualified Deferred Compensation Plan, dated as of July 24, 2019, and effective as of Jan. 1, 2020 (incorporated by reference from Exhibit 10.40 to ONEOK, Inc.’s Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2020, filed Feb. 23, 2021 (File No. 1-13643)).
10.27 Form of ONEOK, Inc. Equity Incentive Plan Restricted Unit Award Agreement (Make-Whole Award) between ONEOK, Inc. and Pierce H. Norton II (incorporated by reference to Exhibit 10.1 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed Aug. 4, 2021 (File No. 1-13643)) .
10.28 Form of ONEOK, Inc. Equity Incentive Plan Restricted Unit Award Agreement (Make-Whole Award) (incorporated by reference to Exhibit 10.1 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for the quarter ended Sept. 30, 2022, filed Nov. 2, 2022 (File No. 1-13643)).
10.30 Restricted Unit Award Agreement between ONEOK, Inc. and Janet Hogan (incorporated by reference to Exhibit 10.3 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for the quarter ended Sept. 30, 2022, filed Nov. 2, 2022 (File No. 1-13643)).
10.31 Restricted Unit Award Agreement between ONEOK, Inc. and Darren Wallis (incorporated by reference to Exhibit 10.4 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for the quarter ended Sept. 30, 2022, filed Nov. 2, 2022 (File No. 1-13643)).
10.32 Second Amended and Restated Credit Agreement, dated as of Feb. 14, 2025, by and amount ONEOK, Inc., as borrower, Citibank, N.A., as administrative ag ent, a swing line lender, a letter of credit issuer and a lender, and each of the other lenders, swing line l enders and letter of credit issuers party th ereto (incorporated by reference from Exhibit 10.1 to ONEOK, Inc. ’ s Current Report on Form 8-K, filed Feb. 20, 2025 (File No. 1 -1364 3)).
10.33 Second Amended and Restated Guaranty Agreement, dated as of Feb . 14, 2025, by and among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P., EnLink Midstream Partners, LP, and Elk Merger Sub II, L.L.C., in favor of Citibank, N.A. (incorporated by reference from Exhibit 10.2 to ONEOK, Inc.’s Current Report on Form 8-K, filed Feb . 20 , 2025 (File No. 1-13643)) .
10.34 ONEOK, Inc. Long-Term Incentive Plain, as amended and restated, dated as of Jan. 26, 2021 (f/k/a the Magellan Midstream Partners, L.P., Long-Term Incentive Plan) (incorporated by reference to Magellan Midstream Partners, L.P.’s Exhibit 10(a) to Form 10-K filed April 29, 2021) (File No. 1-16335).
10.35 Amendment No. 1, dated as of April 1, 2021 to ONEOK, Inc. Long-Term Incentive Plan (f/k/a the Magellan Midstream Partners, L.P. Long-Term Incentive Plan) (incorporated by reference to Exhibit 10.2 to Magellan Midstream Partners, L.P.’s Form 10-Q filed April 29, 2021) (File No. 1-16335).
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10.36 EnLink Midstream, LLC 2014 Long-Term Incentive Plan, as amended and restated, dated Dec . 16, 2021 (incorporated by reference to EnLink Midstream, LLC’s Exhibit 10.3 to Form 10-K, filed Feb . 16, 2022 (File No. 001-36336)).
10.37 Support Agreement, dated as of Nov . 24, 2024, by and among ONEOK, Inc. and EnLink Midstream, LLC (incorporated by reference to Exhibit 10.1 to ONEOK, Inc.’s Current Report on Form 8-K, filed Nov . 25, 2024 (File No. 1-13643)).
19 Securities and Insider Trading Policy
21 Required information concerning the registrant’s subsidiaries.
22.1 List of subsidiary guarantors and issuers of guaranteed securities.
23 Consent of Independent Registered Public Accounting Firm - PricewaterhouseCoopers LLP.
31.1 Certification of Pierce H. Norton II pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Walter S. Hulse III pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Pierce H. Norton II pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished only pursuant to Rule 13a-14(b)).
32.2 Certification of Walter S. Hulse III pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished only pursuant to Rule 13a-14(b)).
97 Compensation Recoupment Policy of ONEOK, Inc.
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL Inline XBRL Taxonomy Calculation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definitions Document.
101.LAB Inline XBRL Taxonomy Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Presentation Linkbase Document.
104.00 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).
Attached as Exhibit 101 to this Annual Report are the following Inline XBRL-related documents: (i) Document and Entity Information; (ii) Consolidated Statements of Income for the years ended Dec. 31, 2024, 2023 and 2022 (iii) Consolidated Statements of Comprehensive Income for the years ended Dec. 31, 2024, 2023 and 2022; (iv) Consolidated Balance Sheets at Dec. 31, 2024 and 2023; (v) Consolidated Statements of Cash Flows for the years ended Dec. 31, 2024, 2023 and 2022; (vi) Consolidated Statements of Changes in Equity for the years ended Dec. 31, 2024, 2023 and 2022 and (vii) Notes to Consolidated Financial Statements.
ITEM 16. FORM 10-K SUMMARY
None.
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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ONEOK, Inc.
Registrant
Date: February 25, 2025 By: /s/ Walter S. Hulse III
Walter S. Hulse III
Chief Financial Officer, Treasurer and
Executive Vice President, Investor Relations
and Corporate Development
(Principal Financial Officer)
Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on this 25th day of February 2025.
/s/ Julie H. Edwards /s/ Pierce H. Norton II
Julie H. Edwards Pierce H. Norton II
Board Chair President, Chief Executive Officer and
Director
/s/ Walter S. Hulse III /s/ Mary M. Spears
Walter S. Hulse III Mary M. Spears
Chief Financial Officer, Treasurer and Senior Vice President and Chief
Executive Vice President, Investor Accounting Officer, Finance and Tax
Relations and Corporate Development
/s/ Brian L. Derksen /s/ Pattye L. Moore
Brian L. Derksen Pattye L. Moore
Director Director
/s/ Lori A. Gobillot
/s/ Eduardo A. Rodriguez
Lori A. Gobillot
Eduardo A. Rodriguez
Director Director
/s/ Mark W. Helderman /s/ Gerald B. Smith
Mark W. Helderman Gerald B. Smith
Director Director
/s/ Randall J. Larson /s/ Wayne T. Smith
Randall J. Larson Wayne T. Smith
Director Director
129