OTHER INFORMATION
−Removed: Not applicable.
+Added: During the three months ended March 31, 2025, 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.
+Added: Disclosure Pursuant to Item 5.03 of Form 8-K – Amendments to Articles of Incorporation or Bylaws - In connection with our repurchase on April 25, 2025 of all our outstanding Series E Preferred Stock from ONEOK Foundation, Inc., a not-for-profit corporation formed for the purpose of making charitable contributions, on April 28, 2025, we filed a certificate of retirement which (i) retired and canceled all such outstanding shares of Series E Preferred Stock and (ii) amended our certificate of incorporation to eliminate all references to the Series E Preferred Stock.
+Added: The retired shares have now resumed the status of authorized but unissued shares of our preferred stock, such that the total number of authorized shares of our preferred stock is 100,000,000 of undesignated preferred stock.
+Added: No shareholder vote was required to approve the certificate of retirement.
+Added: Our amended and restated certificate of incorporation is filed as Exhibit 3.1 to this Quarterly Report.
Readers of this report should not rely on or assume the accuracy of any representation or warranty or the validity of any opinion contained in any agreement filed as an exhibit to this Quarterly Report, because such representation, warranty or opinion may be subject to exceptions and qualifications contained in separate disclosure schedules, may represent an allocation of risk between parties in the particular transaction, may be qualified by materiality standards that differ from what may be viewed as material for securities law purposes, or may no longer continue to be true as of any given date.
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Exhibit Description
−Removed: Purchase Agreement, dated as of Aug .
−Removed: 28, 2024, by and among ONEOK, Inc., GIP III Stetson I, L.P., GIP III Stetson II, L.P.
−Removed: and EnLink Midstream Manager, LLC (incorporated by reference from Exhibit 2.1 to ONEOK Inc.’s Current Report on Form 8-K, filed Aug.
−Removed: 30, 2024 (File No.
−Removed: Purchase and Sale Agreement, dated as of Aug .
−Removed: 28, 2024, by and among ONEOK, Inc., GIP III Trophy GP 2, LLC, GIP III Trophy Acquisition Partners, L.P.
−Removed: and Medallion Management, L.P.
−Removed: (incorporated by reference from Exhibit 2.2 to ONEOK Inc.’s Current Report on Form 8-K, filed Aug.
−Removed: 30, 2024 (File No.
−Removed: 3.1 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 .
−Removed: 30, 2017, filed Nov .
−Removed: 1, 2017 (File No.
+Added: 3.1 Amended and Restated Certificate of Incorporation of ONEOK, Inc., dated April 28 , 20 25 , as amended .
3.2 Amended and Restated By-laws of ONEOK, Inc.
−Removed: (incorporated by reference from Exhibit 3.1 to ONEOK Inc.’s Current Report on Form 8-K filed, Feb .
−Removed: 24, 2023 (File No.
−Removed: 4.1 Twenty-Sixth Supplemental Indenture, dated as of Sept .
−Removed: 24, 2024, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P.
−Removed: 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.
−Removed: 24, 2024 (File No.
−Removed: 4.2 Twenty-Seventh Supplemental Indenture, dated as of Sept .
−Removed: 24, 2024, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P.
−Removed: 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.
−Removed: 24, 2024 (File No.
−Removed: 4.3 Twenty-Eighth Supplemental Indenture, dated as of Sept .
−Removed: 24, 2024, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P.
−Removed: 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.
−Removed: 24 , 2024 (File No.
−Removed: 4.4 Twenty-Ninth Supplemental Indenture, dated as of Sept .
−Removed: 24, 2024, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P.
−Removed: 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.
−Removed: 24 , 2024 (File No.
−Removed: 4.5 Thirtieth Supplemental Indenture, dated as of Sept .
−Removed: 24, 2024, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P.
−Removed: 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.
−Removed: 24 , 2024 (File No.
−Removed: 4.6 Thirty-First Supplemental Indenture, dated as of Sept .
−Removed: 24, 2024, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P.
−Removed: 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.
−Removed: 24, 2024 (File No.
−Removed: 10.1 Underwriting Agreement, dated Sept .
−Removed: 10, 2024, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P.
−Removed: Morgan Securities LLC, Goldman Sachs & Co.
−Removed: LLC, Barclays Capital Inc., BofA Securities, Inc., and Wells Fargo Securities, LLC, as representatives of the underwriters named therein (incorporated by reference from Exhibit 1.1 to ONEOK Inc.’s Current Report on Form 8-K, filed Sept.
−Removed: 16, 2024 (File No.
+Added: (incorporated by reference from Exhibit 3.1 to ONEOK Inc.’s Current Report on Form 8-K filed, Feb ruary 24, 2023 (File No.
+Added: 4.1 First Supplemental Indenture, dated as of January 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 January 31, 2025 (File No.
+Added: 4.2 Second Supplemental Indenture, dated as of January 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 January 31, 2025 (File No.
+Added: 4.3 First Supplemental Indenture, dated as of January 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 January 31, 2025 (File No.
+Added: 4.4 Second Supplemental Indenture, dated as of January 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 January 31, 2025 (File No.
+Added: 4.5 Third Supplemental Indenture, dated as of January 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.
+Added: and Computershare Trust Company, N.A., as trustee (incorporated by reference from Exhibit 4.5 to ONEOK, Inc.’s Current Report on Form 8-K filed February 5, 2025 (File No.
+Added: 4.6 Second Supplemental Indenture, dated as of January 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.
+Added: and Computershare Trust Company, N.A., as trustee (incorporated by reference from Exhibit 4.6 to ONEOK, Inc.’s Current Report on Form 8-K filed February 5, 2025 (File No.
+Added: 4.7 Second Supplemental Indenture, dated as of January 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.
+Added: and Computershare Trust Company, N.A., as trustee (incorporated by reference from Exhibit 4.7 to ONEOK, Inc.’s Current Report on Form 8-K filed February 5, 2025 (File No.
+Added: 4.8 Third Supplemental Indenture, dated as of January 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.
+Added: and Computershare Trust Company, N.A., as trustee (incorporated by reference from Exhibit 4.8 to ONEOK, Inc.’s Current Report on Form 8-K filed February 5, 2025 (File No.
+Added: 4.9 Sixth Supplemental Indenture, dated as of January 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.
+Added: and Computershare Trust Company, N.A., as trustee (incorporated by reference from Exhibit 4.9 to ONEOK, Inc.’s Current Report on Form 8-K filed February 5, 2025 (File No.
+Added: 4.10 Seventh Supplemental Indenture, dated as of January 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.
+Added: and The Bank of New York Mellon Trust Company, National Association, as trustee (incorporated by reference from Exhibit 4.10 to ONEOK, Inc.’s Current Report on Form 8-K filed February 5, 2025 (File No.
+Added: 4.11 Fourteenth Supplemental Indenture, dated as of January 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.
+Added: Bank Trust Company, National Association, as trustee (incorporated by reference from Exhibit 4.11 to ONEOK, Inc.’s Current Report on Form 8-K filed February 5, 2025 (File No.
+Added: 4.12 Fourth Supplemental Indenture, dated as of January 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.
+Added: Bank Trust Company, National Association, as trustee (incorporated by reference from Exhibit 4.12 to ONEOK, Inc.’s Current Report on Form 8-K filed February 5, 2025 (File No.
+Added: 4.13 Sixth Supplemental Indenture, dated as of January 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.
+Added: Bank Trust Company, National Association, as trustee (incorporated by reference from Exhibit 4.13 to ONEOK, Inc.’s Current Report on Form 8-K filed February 5, 2025 (File No.
+Added: 4.14 Thirty-Second Supplemental Indenture, dated as of January 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.
+Added: Bank Trust Company, National Association, as trustee (incorporated by reference from Exhibit 4.14 to ONEOK, Inc.’s Current Report on Form 8-K filed February 5, 2025 (File No.
+Added: 4.15 Seventeenth Supplemental Indenture, dated as of January 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 from Exhibit 4.15 to ONEOK, Inc.’s Current Report on Form 8-K filed February 5, 2025 (File No.
+Added: 10.1 Form of 2025 Restricted Unit Award Agreement (incorporated by reference from Exhibit 10.23 to ONEOK, Inc.’s Annual Report on Form 10-K filed Feb ruary 25, 2025 (File No.
+Added: 10.2 Form of 2025 Performance unit Award Agreement (incorporated by reference from Exhibit 10.24 to ONEOK, Inc.’s Annual Report on Form 10-K f iled Feb ruary 25, 2025 (File No.
+Added: Second Amended and Restated Credit Agreement, dated as of February 14, 2025, by and among ONEOK, Inc., as borrower, Citibank, N.A., as administrative agent, a swing line lender, a letter of credit issuer and a lender, and each of the other lenders, swing line lenders and letter of credit issuers party thereto (incorporated by reference from Exhibit 10.1 to ONEOK, Inc.’s Current Report on Form 8-K filed February 20, 2025 ((File No.
+Added: 10.4 Guaranty Agreement, dated as of January 31, 2025, by and between Elk Merger Sub II, L.L.C.
+Added: and EnLink Midstream Partners, LP, in favor of Citibank, N.A., as administrative agent, under the Credit Agreement, dated as of June 10, 2022, by and among ONEOK, Inc., Citibank, N.A.
+Added: and the other lenders parties thereto (incorporated by reference from Exhibit 10.1 to ONEOK, Inc.’s Current Report on Form 8-K filed February 5, 2025 (File No.
+Added: 10.5 Second Amended and Restated Guaranty Agreement, dated as of February 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.
+Added: (incorporated by reference from Exhibit 10.
+Added: 2 to ONEOK, Inc.’s Current Report on Form 8-K filed February 20, 2025 (File No.
22.1 List of subsidiary guarantors and issuers of guaranteed securities.
20 unchanged sentences
(i) Document and Entity Information;
−Removed: (ii) Consolidated Statements of Income for the three and nine months ended Sept.
−Removed: 30, 2024 and 2023;
−Removed: (iii) Consolidated Statements of Comprehensive Income for the three and nine months ended Sept.
−Removed: 30, 2024 a nd 2023;
−Removed: (iv) Consolidated Balance Sheets at Sept.
−Removed: 30, 2024, and Dec.
−Removed: (v) Consolidated Statements of Cash Flows for the nine months ended Sept.
−Removed: 30, 2024 and 2023;
−Removed: (vi) Consolidated Statements of Changes in Equity for the three and nine months ended Sept.
−Removed: 30, 2024 and 2023;
+Added: (ii) Consolidated Statements of Income for the three months ended March 31, 2025 and 2024;
+Added: (iii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2025 a nd 2024;
+Added: (iv) Consolidated Balance Sheets at March 31, 2025, and December 31, 2024;
+Added: (v) Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024;
+Added: (vi) Consolidated Statements of Changes in Equity for the three months ended March 31, 2025 and 2024;
and (vii) Notes to Consolidated Financial Statements.
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
+Added: April 30, 2025 By:
/s/ Walter S.
4 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.