What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-24 compared with 2025-02-25 · 254 added, 294 removed, 266 unchanged (67% of the section changed)

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Please refer to the “Financial Results and Operating Information” and “Liquidity and Capital Resources” sections of Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Annual Report for additional information.

Acquisitions and Divestitures

EnLink Controlling Interest Acquisition - On Oct.

15, 2024, we completed the EnLink Controlling Interest Acquisition, acquiring GIP’s interest in EnLink consisting of approximately 43% of the outstanding EnLink Units for $14.90 in cash per unit and 100% of the outstanding limited liability company interests in the managing member of EnLink for $300 million, for total cash consideration of $3.3 billion.

Through our 100% ownership of the managing member of EnLink, we obtained control of EnLink.

We used a portion of the proceeds from our September 2024 underwritten public offering of $7.0 billion senior unsecured notes to fund this acquisition.

This acquisition meaningfully increases our scale and integrated value chain within the growing Permian Basin while expanding and extending our asset bases in the Mid-Continent, North Texas and Louisiana regions.

We expect to achieve significant synergies by combining our complementary asset positions.

Financial results and operating information related to the EnLink Controlling Interest Acquisition impacts all four business segments and is included with “Financial Results and Operating Information” for the period Oct.

15, 2024 to Dec.

EnLink Acquisition - On Nov.

24, 2024, we entered into the EnLink Merger Agreement to acquire all of the publicly held EnLink Units in an all stock, tax-free transaction.

31, 2025, we completed the EnLink Acquisition.

Pursuant to the EnLink Merger Agreement, each common unit of EnLink was exchanged for a fixed ratio of 0.1412 shares of ONEOK common stock, including EnLink Units that were exchanged for all previously outstanding Series B Preferred Units immediately prior to closing.

Delaware Basin JV Acquisition - On May 28, 2025, we completed the Delaware Basin JV Acquisition for $941 million.

Pursuant to the purchase agreement, we paid $550 million in cash, including post-closing adjustments, which we funded with short-term borrowings and issued approximately 4.9 million shares of ONEOK common stock to the seller with a fair value of $391 million as of the closing date.

Following the completion of the transaction, it is now a wholly owned subsidiary.

EnLink Acquisition - On January 31, 2025, we completed the EnLink Acquisition.

Pursuant to the EnLink Merger Agreement, each publicly held common unit of EnLink was exchanged for a fixed ratio of 0.1412 shares of ONEOK common stock, including EnLink Units that were exchanged for all previously outstanding Series B Preferred Units immediately prior to closing.

We issued 41 million shares of common stock with a fair value of $4.0 billion as of the closing date of the EnLink Acquisition.

EnLink is now a wholly owned subsidiary.

Medallion Acquisition - On Oct.

31, 2024, we completed the Medallion Acquisition with GIP, acquiring all of the equity interests in Medallion for total consideration of $2.6 billion, inclusive of the purchase of additional interests in a Medallion joint venture owned by a separate third party.

We used a portion of the proceeds from our September 2024 underwritten public offering of $7.0 billion senior unsecured notes to fund this acquisition.

This acquisition expands our midstream services for crude oil and condensate in West Texas, specifically in the Midland Basin.

Financial results and operating information related to the Medallion Acquisition impacts our Refined Products and Crude segment and is included with "Financial Results and Operating Information" for the period Nov.

1, 2024 to Dec.

Interstate Natural Gas Pipeline Divestiture - On Dec.

31, 2024, we completed sale of three of our wholly owned interstate natural gas pipeline systems to DT Midstream, Inc.

for total cash consideration of $1.2 billion, and recognized a gain of $227 million.

With a portion of the proceeds of the sale, we repaid the Guardian Term Loan Agreement and the Viking Term Loan Agreement.

This transaction aligns and enhances our capital allocation priorities within our integrated value chain.

Gulf Coast NGL Pipelines Acquisition - On June 17, 2024, we completed the acquisition of a system of NGL pipelines from Easton Energy, a Houston-based midstream company, for approximately $280 million.

This acquisition in our Natural Gas Liquids segment includes approximately 450 miles of liquids products pipelines located in the strategic Gulf Coast market centers for NGLs, Refined Products and crude oil.

A portion of the Easton assets are already connected to our Mont Belvieu assets.

We expect to add connections to our Houston-based assets beginning in mid-2025 through the end of 2025.

For additional information on our most recent acquisitions and divestiture, see Part II, Item 8, Note B of the Notes to Consolidated Financial Statements in this Annual Report.

See Part 1, Item 1A “Risk Factors” for further discussion of risks related to these transactions.

Joint Ventures - On Feb.

4, 2025, we entered into definitive agreements to form joint ventures with MPLX LP (MPLX) to construct a 400 MBbl/d liquified petroleum gas export terminal in Texas City, Texas, and a new 24-inch pipeline from our Mont Belvieu, Texas, storage facility to the new terminal.

Texas City Logistics LLC, the export terminal joint venture, is owned 50% by us and 50% by MPLX, with MPLX constructing and operating the facility.

MBTC Pipeline LLC, the pipeline joint venture, is owned 80% by us and 20% by MPLX, and we will construct and operate the pipeline.

We expect to invest approximately $1.0 billion in these projects.

Market Condition - Earnings increased in 2024, compared with 2023, due primarily to a full year of earnings from our new Refined Products and Crude segment, higher NGL and natural gas processing volumes in the Rocky Mountain region and the impact of the interstate pipeline divestiture in the Natural Gas Pipelines segment.

For additional information on our most recent acquisitions, see Part II, Item 8, Note B of the Notes to Consolidated Financial Statements in this Annual Report.

See Part I, Item 1A “Risk Factors” for further discussion of risks related to these transactions.

Joint Ventures

Eiger Express Pipeline - In 2025, we, WhiteWater, MPLX LP and Enbridge Inc., through the existing Matterhorn joint venture, announced the new approximately 450-mile, 48-inch Eiger Express Pipeline, designed to transport up to approximately 3.7 Bcf/d of natural gas from the Permian Basin to Katy, Texas.

WhiteWater will construct and operate the pipeline.

Our total ownership interest in the pipeline will be 25.5%, which includes a 15% interest held directly in the Eiger joint venture with the remainder held through Matterhorn.

We expect to invest a total of approximately $350 million into this project, which is expected to be completed in mid-2028.

BridgeTex Additional Interest Acquisition - On July 22, 2025, we completed the BridgeTex Additional Interest Acquisition.

Pursuant to the purchase agreement, we paid approximately $270 million in cash, which we funded with short-term borrowings.

Following the completion of the transaction, we now have a 60% ownership interest in BridgeTex.

Texas City Logistics and MBTC Pipeline - In February 2025, we announced definitive agreements to form joint ventures with MPLX LP to construct a 400 MBbl/d liquified petroleum gas export terminal in Texas City, Texas, and a new 24-inch pipeline from our Mont Belvieu, Texas, storage facility to the new terminal.

Texas City Logistics, the export terminal joint venture, is owned 50% by us and 50% by MPLX LP, with MPLX LP constructing and operating the facility.

MBTC Pipeline, the pipeline joint venture, is owned 80% by us and 20% by MPLX LP, and we will construct and operate the pipeline.

We expect to invest a total of approximately $1.0 billion into these projects, which are expected to be completed in early 2028.

Market Conditions - Earnings increased in 2025, compared with 2024, due primarily to a full year of earnings from EnLink and Medallion across our segments and higher NGL and natural gas processing volumes.

Our extensive and integrated assets are located in, and connected with, some of the most productive shale basins, as well as refineries and demand centers, in the United States.

One Big Beautiful Bill Act (OBBBA) - On July 4, 2025, the OBBBA was signed into law.

The OBBBA makes changes to U.S.

tax law and includes provisions that, beginning in January 2025, make permanent full expensing of tangible personal property and restore EBITDA-based calculations for purposes of the business interest deduction.

We expect the OBBBA to reduce our cash taxes beginning with the 2025 tax year;

however, we do not anticipate the OBBBA to materially impact net income.

Table of C ontents

Capital Projects - Our primary capital projects are outlined in the table below:

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Expected Completion

Natural Gas Liquids (In millions)

MB-6 fractionator 125 MBbl/d NGL fractionator in Mont Belvieu, Texas $550 Completed

West Texas NGL pipeline expansion Increase capacity via pipeline looping in the Permian Basin $520 Completed

Elk Creek pipeline expansion Increase capacity to 435 MBbl/d out of the Rocky Mountain region $355 Completed (b)

Medford fractionator Rebuild our 210 MBbl/d NGL fractionation facility in Medford, Oklahoma

Natural Gas Gathering and Processing (In millions)

Bighorn plant

300 MMcf/d processing plant with carbon dioxide treater in the Permian Basin

$365 Mid-2027

Natural Gas Liquids

Elk Creek pipeline expansion Increase capacity to 435 MBbl/d out of the Rocky Mountain region $355 Completed

Medford fractionator

Rebuild our 210 MBbl/d NGL fractionation facility in Medford, Oklahoma

Texas City Logistics export terminal (c)

400 MBbl/d liquified petroleum gas export terminal in Texas City, Texas $700 Early 2028

MBTC Pipeline 24-inch pipeline from Mont Belvieu, Texas, storage facility to the new Texas City, Texas, export terminal $280 Early 2028

Natural Gas Pipelines

Eiger Express Pipeline (c) 450-mile, 48-inch natural gas pipeline from the Permian Basin to Katy, Texas $350 Mid-2028

Refined Products and Crude

Greater Denver pipeline expansion Increase total system capacity by 35 MBbl/d and additional expansion capabilities

Greater Denver pipeline expansion

Increase total system capacity by 35 MBbl/d and additional expansion capabilities

$480 Mid-2026

(a) - Excludes capitalized interest/AFUDC.

(b) - We completed construction in January 2025, and the project is partially in service.

Following supply of full power, expected in mid-2025, we will reach the full capacity of 435 MBbl/d.

(c) - This project is expected to be completed in two phases, with the first phase expected to be completed in the fourth quarter of 2026, and the second phase completed in the first quarter of 2027.

In our Natural Gas Gathering and Processing segment, we have a capital project to relocate a 150 MMcf/d processing plant to the Permian Basin from North Texas, which we expect to be in service in the first quarter of 2026.

Debt Issuances - In September 2024, we completed an underwritten public offering of $7.0 billion senior unsecured notes consisting of $1.25 billion, 4.25% senior notes due 2027;

$600 million, 4.4% senior notes due 2029;

$1.25 billion, 4.75% senior notes due 2031;

$1.6 billion, 5.05% senior notes due 2034;

For our Texas City Logistics, MBTC Pipeline and Eiger joint venture projects, the amounts presented exclude capital contributions from the other joint venture members.

(b) - This project is expected to be completed in two phases, with the first phase expected to be completed in the fourth quarter of 2026, and the second phase completed in the first quarter of 2027.

Spending on these projects will be recorded as contributions to unconsolidated affiliates.

In our Natural Gas Gathering and Processing segment, we are relocating a 150 MMcf/d processing plant to the Permian Basin from North Texas, which we expect to be completed in the first quarter of 2026.

For a discussion of our capital expenditures financing, see “Capital Expenditures” in the Liquidity and Capital Resources” section.

Debt Issuances - In August 2025, we completed an underwritten public offering of $3.0 billion senior unsecured notes consisting of $750 million, 4.95% senior notes due 2032;

$1.0 billion, 5.4% senior notes due 2035;

and $800 million, 5.85% senior notes due 2064.

and $1.25 billion, 6.25% senior notes due 2055.

The net proceeds, after deducting underwriting discounts, commissions and offering expenses, were $2.96 billion.

The net proceeds from this offering were used to fund the EnLink Controlling Interest Acquisition and the Medallion Acquisition, purchase additional interests in a Medallion joint venture owned by a separate third party, to pay fees and expenses related to the acquisitions and to repay outstanding indebtedness.

Debt Repayments - In December 2024, we redeemed our $500 million, 4.9% senior notes due March 2025 at 100% of the principal amount, plus accrued and unpaid interest, with cash on hand.

In September 2024, we repaid the remaining $484 million of our $500 million, 2.75% senior notes at maturity with cash on hand.

Share Repurchase Program - In January 2024, our Board of Directors authorized a share repurchase program to buy up to $2.0 billion of our outstanding common stock.

We expect shares to be acquired from time to time in open-market transactions or through privately negotiated transactions at our discretion, subject to market conditions and other factors.

We expect any purchases to be funded by cash on hand, cash flow from operations and short-term borrowings.

The program will terminate upon completion of the repurchase of $2.0 billion of common stock or on Jan.

1, 2029, whichever occurs first.

17, 2025, we repurchased 1.675 million shares for $172 million under the program.

The net proceeds from this offering were partially used to repay our commercial paper outstanding and repay in full at maturity our senior notes due September 2025.

The remaining net proceeds from the offerings were used for general corporate purposes, including the repurchase and redemption of existing notes.

Debt Extinguishments - We completed the following debt extinguishments in 2025:

(Millions of dollars)

$250 at 3.2% due March 2025 $ 250

$750 at 4.15% due June 2025 422

$400 at 2.2% due September 2025 387

$600 at 5.85% due January 2026 (a)

$650 at 5.0% due March 2026 (a)

Open Market Repurchases (b)

Total $ 3,098

( a) - Amounts redeemed at 100% of principal plus accrued and unpaid interest.

(b) - In 2025, we repurchased in the open market certain of our senior notes in the principal amount of $789 million for an aggregate repurchase price of $681 million, including accrued and unpaid interest.

In connection with these open market repurchases, we recognized $106 million of net gains on extinguishment of debt which is included in other income, net in our Consolidated Statement of Income for the year ended December 31, 2025.

Table of C ontents

Share Repurchase Program - Our Board of Directors authorized a share repurchase program to buy up to $2.0 billion of our outstanding common stock.

The program will terminate upon completion of the repurchase of the $2.0 billion of common stock or on January 1, 2029, whichever occurs first.

For the year ended December 31, 2025, we repurchased $62 million of our outstanding common stock with cash on hand.

Dividends - During 2025, we paid common stock dividends totaling $4.12 per share, an increase of 4% compared to the 2024 dividend of $3.96 per share.

In February 2025, we paid a quarterly common stock dividend of $1.03 per share ($4.12 per share on an annualized basis), an increase of 4% compared with the same quarter in the prior year.

In February 2026, we paid a quarterly common stock dividend of $1.07 per share ($4.28 per share on an annualized basis).

Our dividend growth is due primarily to the increase in cash flows resulting from the growth of our operations.

The quarterly stock dividend was paid on Feb.

14, 2025, to shareholders of record at the close of business on Feb.

The quarterly stock dividend was paid on February 13, 2026, to shareholders of record at the close of business on February 2, 2026.

FINANCIAL RESULTS AND OPERATING INFORMATION

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Adjusted EBITDA is defined as net income adjusted for interest expense, depreciation and amortization, noncash impairment charges, income taxes, noncash compensation expense and certain other noncash items.

Following the Magellan Acquisition, we performed a review of our calculation methodology of adjusted EBITDA and, beginning in 2023, we updated our calculation to include the adjusted EBITDA related to our unconsolidated affiliates using the same recognition and measurement methods used to record equity in net earnings from investments.

In prior periods, our calculation included equity in net earnings from investments.

This change resulted in an additional $62 million of adjusted EBITDA in 2023, and we have not restated prior periods.

Our calculation includes adjusted EBITDA related to our unconsolidated affiliates using the same recognition and measurement methods used to record equity in net earnings from investments.

Adjusted EBITDA from our unconsolidated affiliates is calculated consistently with the definition above and excludes items such as interest expense, depreciation and amortization, income taxes and other noncash items.

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See reconciliation of net income to adjusted EBITDA in the “Non-GAAP Financial Measures” subsection.

Table of C ontents

Consolidated Operations

Selected Financial Results - The following table sets forth certain selected financial results for the periods indicated:

Years Ended Dec.

Years Ended December 31, 2025 vs.

2024 2024 vs.

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Services and other 4,751 3,918 2,063 833 1,855

3,918 2,063 1,411 1,855 652

Total revenues 33,629 21,698 17,677 11,931 4,021

Cost of sales and fuel (exclusive of items shown separately below) 23,373 13,311 11,929 10,062 1,382

13,311 11,929 17,910 1,382 (5,981)

Operating costs 2,963 2,496 1,535 467 961

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Other operating income, net (43) (305) (786) (262) (481)

(305) (786) (105) (481) 681

Operating income $ 5,741 $ 4,989 $ 4,072 752 917

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Net income attributable to ONEOK $ 3,393 $ 3,035 $ 2,659 358 376

$ 3,035 $ 2,659 $ 1,722 376 937

Diluted EPS $ 5.42 $ 5.17 $ 5.48 0.25 (0.31)

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Capital expenditures $ 3,152 $ 2,021 $ 1,595 1,131 426

Changes in commodity prices and sales volumes affect both revenues and cost of sales and fuel in our Consolidated Statements of Income and, therefore, the impact is largely offset between these line items.

Due to the Medallion Acquisition and EnLink Controlling Interest Acquisition, operating results for these two companies are included in our financial results beginning Nov.

1, 2024 and Oct.

15, 2024, respectively.

Changes in commodity prices and sales volumes affect both revenues and cost of sales and fuel and, therefore, the impact is largely offset between these line items.

Due to the Medallion Acquisition and EnLink Controlling Interest Acquisition, operating results for these two companies are included in our financial results beginning November 1, 2024, and October 15, 2024, respectively.

2024 - Operating income increased $752 million primarily as a result of the following:

• Natural Gas Gathering and Processing - an increase of $181 million due primarily to the operating income of EnLink, higher volumes in the Rocky Mountain region and the sale of certain non-strategic assets, offset partially by lower realized NGL prices, net of hedging, and higher operating costs;

• Natural Gas Liquids - a decrease of $564 million due primarily to an insurance settlement gain in 2023 related to the Medford incident and higher operating costs, offset partially by an increase in exchange services due primarily to higher volumes in the Rocky Mountain region and to the operating income of EnLink;

• Natural Gas Pipelines - an increase of $291 million due primarily to the interstate natural gas pipeline divestiture in 2024, higher transportation services and the operating income of EnLink;

• Refined Products and Crude - an increase of $934 million due to a full year of operating income following the Magellan Acquisition in 2023 and the operating income of Medallion and EnLink in 2024;

• Consolidated Transaction Costs - a decrease of $85 million due primarily to higher transaction costs related to the Magellan Acquisition in 2023.

Net income increased due primarily to the items discussed above and higher equity in net earnings from investments, offset partially by higher interest expense due to higher debt balances resulting from the August 2023 $5.25 billion notes offering, the September 2024 $7.0 billion notes offering and the acquired debt balances from both the Magellan Acquisition in 2023 and the EnLink Controlling Interest Acquisition in 2024.

Diluted EPS decreased due primarily to the impact of the insurance settlement gain in 2023 related to the Medford incident .

Capital expenditures increased due primarily to our capital projects.

• Natural Gas Gathering and Processing - an increase of $469 million due primarily to the operating income of EnLink and higher volumes in the Mid-Continent and Rocky Mountain regions, offset partially by lower realized NGL prices, net of hedging, and the impact from the divestiture of certain nonstrategic assets in 2024;

• Natural Gas Liquids - an increase of $120 million due primarily to the operating income of EnLink, higher exchange services and higher optimization and marketing, offset partially by higher operating costs;

• Natural Gas Pipelines - a decrease of $104 million due primarily to the impact of the interstate natural gas pipeline divestiture in 2024, offset partially by the operating income of EnLink and higher optimization and marketing;

• Refined Products and Crude - an increase of $276 million due primarily to the operating income of Medallion and EnLink and lower operating costs.

Net income and diluted EPS increased due primarily to the items discussed above, offset partially by higher interest expense due to higher debt balances resulting from the September 2024 $7.0 billion notes offering, the August 2025 $3.0 billion notes offering, the acquired debt balances from the EnLink Controlling Interest Acquisition in 2024 and increased short-term borrowings in 2025 and higher equity in net earnings from investments in 2024.

Capital expenditures increased due primarily to the timing of our large capital projects and routine capital projects associated with the growth of our operations.

Please refer to the “Recent Developments” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Annual Report for additional information on our capital projects.

Additional information regarding our financial results and operating information is provided in the following discussion for each of our segments.

Selected Financial Results and Operating Information for the Year Ended Dec.

2022 - The consolidated and segment financial results and operating information for the year ended Dec.

31, 2023, compared with the year ended Dec.

31, 2022, are included in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2023 Annual Report on Form 10-K, which is available via the SEC’s website at www.sec.gov and our website at www.oneok.com.

Table of C ontents

Selected Financial Results and Operating Information for the Year Ended December 31, 2024 vs.

2023 - The consolidated and segment financial results and operating information for the year ended December 31, 2024, compared with the year ended December 31, 2023, are included in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2024 Annual Report on Form 10-K, which is available via the SEC’s website at www.sec.gov and our website at www.oneok.com.

Natural Gas Gathering and Processing

Capital Projects - Our Natural Gas Gathering and Processing segment invests in capital projects in natural gas and NGL-rich areas across key basins where we operate.

Our growth strategy is focused on providing solutions to producer customers that expand our presence within our key operating regions.

See “Capital Projects” in the “Recent Developments” section for more information on our capital projects.

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Selected Financial Results and Operating Information - The following tables set forth certain selected financial results and operating information for our Natural Gas Gathering and Processing segment for the periods indicated:

Years Ended Dec.

Years Ended December 31, 2025 vs.

2024 2024 vs.

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Gathering, compression, dehydration and processing fees and other revenue 1,175 353 179 822 174

353 179 169 174 10

Cost of sales and fuel (exclusive of depreciation and operating costs) (4,617) (2,600) (2,364) 2,017 236

Operating costs, excluding noncash compensation adjustments (960) (583) (448) 377 135

(583) (448) (386) 135 62

Adjusted EBITDA from unconsolidated affiliates (a)

Equity in net earnings from investments (a)

Adjusted EBITDA from unconsolidated affiliates 5 3 1 2 2

Other 26 75 (1) (49) 76

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Capital expenditures $ 1,314 $ 492 $ 448 822 44

(a) - Beginning in 2023, we updated our calculation methodology of adjusted EBITDA to include adjusted EBITDA from our unconsolidated affiliates, which resulted in an additional $3 million of adjusted EBITDA in 2023, and we have not restated prior periods.

Changes in commodity prices and sales volumes affect both revenue and cost of sales and fuel and, therefore, the impact is largely offset between these line items.

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• an increase of $740 million due to adjusted EBITDA from EnLink;

• an increase of $77 million from higher volumes due primarily to increased production in the Rocky Mountain region;

• an increase of $59 million from the sale of certain non-strategic assets in 2024, primarily in Kansas;

• a decrease of $54 million due primarily to lower realized NGL prices, net of hedging, offset partially by higher average fee rates and realized condensate and natural gas prices, net of hedging;

• an increase of $44 million in operating costs due primarily to higher outside services, employee-related costs and materials and supplies expense due primarily to the growth of our operations.

Capital expenditures increased for 2024, as compared to 2023, due to capital projects for EnLink.

Years Ended Dec.

Operating Information (a) 2024 2023 2022

Natural gas processed ( BBtu/d ) (b)

3,088 2,995 2,612

Average fee rate ( $/MMBtu )

• an increase of $99 million from higher volumes due primarily to increased production in the Mid-Continent and Rocky Mountain regions;

• a decrease of $122 million due to lower realized prices, primarily NGL prices, net of hedging;

• a decrease of $81 million from the divestiture of certain nonstrategic assets in 2024.

Capital expenditures increased in 2025 due primarily to our routine and large capital projects, including our projects to relocate a processing plant to the Permian Basin from North Texas and construct our Bighorn processing plant in the Permian Basin.

Years Ended December 31,

Operating Information 2025 2024 2023

Natural gas processed ( MMcf/d ) (a)(b)

5,588 2,317 2,249

(a) - Includes volumes for consolidated entities only, and excludes EnLink, as EnLink operating statistics are not meaningful to full-year 2024 operating results.

(b) - Includes volumes we processed at company-owned and third-party facilities.

2023 - Our natural gas processed volumes increased due primarily to increased production in the Rocky Mountain region.

Our average fee rate increased due primarily to inflation-based escalators in our contracts.

(a) - Included volumes for consolidated entities only and excluded EnLink operating statistics for 2024 as they were not meaningful to full-year 2024 operating results.

(b) - Included volumes we processed at company-owned and third-party facilities.

2024 - Our natural gas processed volumes increased in 2025 due to incremental volumes from EnLink and increased production in the Mid-Continent and Rocky Mountain regions.

Table of C ontents

Natural Gas Liquids

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See “Capital Projects” in the “Recent Developments” section for more information on our capital projects.

In 2024, we connected one third-party natural gas processing plant in the Permian Basin to our system, and two third-party natural gas processing plants previously connected to our system were expanded, one in the Permian Basin and one in the Mid-Continent region.

For a discussion of our capital expenditure financing, see “Capital Expenditures” in the “Liquidity and Capital Resources” section.

Selected Financial Results and Operating Information - The following tables set forth certain selected financial results and operating information for our Natural Gas Liquids segment for the periods indicated:

Years Ended Dec.

Years Ended December 31, 2025 vs.

2024 2024 vs.

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Operating costs, excluding noncash compensation adjustments (801) (728) (637) 73 91

Adjusted EBITDA from unconsolidated affiliates (a)

95 67 — 28 67

Equity in net earnings from investments (a)

Adjusted EBITDA from unconsolidated affiliates 101 95 67 6 28

Other 2 3 778 (1) (775)

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Capital expenditures $ 758 $ 987 $ 818 (229) 169

(a) - Beginning in 2023, we updated our calculation methodology of adjusted EBITDA to include adjusted EBITDA from our unconsolidated affiliates, which resulted in an additional $9 million of adjusted EBITDA in 2023, and we have not restated prior periods.

Changes in commodity prices and sales volumes affect both revenues and cost of sales and fuel and, therefore, the impact is largely offset between these line items.

2023 - Adjusted EBITDA decreased $502 million primarily as a result of the following:

• a decrease of $695 million related to the Medford incident, due primarily to an insurance settlement gain in 2023 of $779 million, offset partially by $84 million of lower third-party fractionation costs in the current year;

• an increase of $77 million in operating costs due primarily to planned asset maintenance, higher employee-related costs and property taxes from the growth of our operations;

• a decrease of $9 million in optimization and marketing due primarily to lower earnings on sales of Purity NGLs held in inventory;

• an increase of $184 million in exchange services due primarily to higher volumes in the Rocky Mountain region, higher average fee rates and wider commodity price differentials, offset partially by lower volumes in the Gulf Coast/Permian and Mid-Continent regions, and higher transportation costs;

2024 - Adjusted EBITDA increased $236 million primarily as a result of the following:

• an increase of $183 million due to adjusted EBITDA from EnLink;

• an increase of $31 million in adjusted EBITDA from unconsolidated affiliates due primarily to higher volumes delivered to the Overland Pass Pipeline.

Capital expenditures increased in 2024 due primarily to capital projects, which includes our MB-6 fractionator and pipeline expansion projects.

Years Ended Dec.

• an increase of $39 million in exchange services due primarily to:

◦ $94 million of higher volumes in the Rocky Mountain region;

◦ $27 million of higher average fee rates in the Rocky Mountain region;

offset partially by

◦ $44 million of lower average fee rates in the Mid-Continent region;

◦ $21 million of lower volumes in the Mid-Continent region;

◦ $20 million of higher transportation costs and higher inventory of unfractionated NGLs;

• an increase of $31 million in optimization and marketing due primarily to higher earnings on sales of Purity NGLs held in inventory;

• an increase of $16 million in operating costs due primarily to higher employee-related costs associated with the growth of our operations.

Capital expenditures decreased in 2025 due primarily to the completion of our MB-6 fractionator and pipeline expansion projects in 2024, offset partially by our Medford fractionator rebuild project.

Years Ended December 31,

Operating Information 2025 2024 2023

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1,496 1,309 1,359

Average Conway-to-Mont Belvieu Oil Price Information Service price differential -

ethane in ethane/propane mix ( $/gallon )

Average Conway-to-Mont Belvieu Oil Price Information Service price differential - ethane in ethane/propane mix ( $/gallon )

$ 0.02 $ 0.01 $ 0.04

(a) - Represents physical raw feed volumes for which we provide transportation and/or fractionation services, and excludes EnLink, as EnLink operating statistics are not meaningful to full-year 2024 operating results.

(a) - Represents physical raw feed volumes for which we provided transportation and/or fractionation services, and excluded EnLink operating statistics in 2024 as they were not meaningful to full-year 2024 operating results.

We generally expect ethane volumes to increase or decrease with corresponding increases or decreases in overall NGL production.

However, ethane volumes may experience growth or decline greater than corresponding growth or decline in overall NGL production due to ethane economics causing producers to recover or reject ethane.

2023 - While exchange services earnings increased, volumes decreased in 2024 due primarily to the expiration of low-margin contracts in the prior year and lower volumes in the Permian Basin, offset partially by increased production in the Rocky Mountain region at higher fee rates.

Table of C ontents

2024 - Volumes increased in 2025 due primarily to incremental volumes from EnLink, higher ethane volumes in the Rocky Mountain region and higher volumes on short-term fractionation contracts in the Gulf Coast region, offset partially by lower ethane volumes in the Mid-Continent region.

Natural Gas Pipelines

Capital Projects - Our Natural Gas Pipelines segment invests in capital projects that provide transportation and storage services to end users.

We recently reactivated previously idled storage facilities with 3 Bcf of working gas storage capacity in Texas.

In addition, we are in the process of expanding our storage injection capabilities in Oklahoma, adding 4 Bcf of working gas storage capacity, which we expect to be complete in the second quarter of 2025.

Capital Projects - Our Natural Gas Pipelines segment invests in capital projects that provide transportation and services to end users.

Our growth strategy is focused on expanding our transportation and storage capacity and services by connecting residue natural gas supply to demand markets and end users.

See “Capital Projects” in the “Recent Developments” section for more information on our capital projects.

For a discussion of our capital expenditure financing, see “Capital Expenditures” in the “Liquidity and Capital Resources” section.

Interstate Natural Gas Pipeline Divestiture - On Nov.

19, 2024, we entered into a definitive agreement with DT Midstream, Inc.

to sell three of our wholly owned interstate natural gas pipeline systems.

31, 2024, we completed the sale and recognized a gain of $227 million.

Interstate Natural Gas Pipeline Divestiture - On December 31, 2024, we completed the sale of three of our wholly owned interstate natural gas pipeline systems to DT Midstream, Inc.

Selected Financial Results and Operating Information - The following tables set forth certain selected financial results and operating information for our Natural Gas Pipelines segment for the periods indicated:

Years Ended Dec.

Years Ended December 31, 2025 vs.

2024 2024 vs.

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Cost of sales and fuel (exclusive of depreciation and operating costs) (1,005) (112) (28) 893 84

(112) (28) (25) 84 3

Operating costs, excluding noncash compensation adjustments (224) (225) (194) (1) 31

(225) (194) (174) 31 20

Adjusted EBITDA from unconsolidated affiliates (a)

187 160 — 27 160

Equity in net earnings from investments (a)

— — 108 — (108)

Adjusted EBITDA from unconsolidated affiliates 244 187 160 57 27

Other — 228 (2) (228) 230

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Capital expenditures $ 237 $ 258 $ 228 (21) 30

(a) - Beginning in 2023, we updated our calculation methodology of adjusted EBITDA to include adjusted EBITDA from our unconsolidated affiliates, which resulted in an additional $42 million of adjusted EBITDA in 2023, and we have not restated prior periods.

2023 - Adjusted EBITDA increased $341 million primarily as a result of the following:

• an increase of $227 million due to the interstate natural gas pipeline divestiture;

• an increase of $75 million in transportation services due primarily to higher firm and interruptible rates;

Changes in commodity prices and sales volumes affect both revenues and cost of sales and fuel and, therefore, the impact is largely offset between these line items.

2024 - Adjusted EBITDA decreased $39 million primarily as a result of the following:

• a decrease of $359 million due to the interstate natural gas pipeline divestiture in 2024, offset by

• an increase of $253 million due to adjusted EBITDA from EnLink;

• an increase of $16 million in adjusted EBITDA from unconsolidated affiliates due primarily to increased volumes on Northern Border;

• an increase of $19 million in operating costs due primarily to planned asset maintenance and employee-related costs.

Capital expenditur e s increased in 2024 due primarily to capital projects and timing of maintenance projects.

Years Ended Dec.

• an increase of $33 million due to optimization and marketing activity;

• an increase of $14 million in storage services due primarily to increased storage volumes;

• an increase of $12 million in transportation services due primarily to higher transportation rates and volumes.

Capital expenditures decreased in 2025 due primarily to the completion of capital projects in 2024, offset partially by increased growth projects primarily from EnLink.

Years Ended December 31,

Operating Information (a) 2025 2024 2023

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Transportation capacity contracted 91 % 97 % 96 %

(a) - Includes volumes for consolidated entities only and excludes EnLink, as EnLink operating statistics are not meaningful to full-year 2024 operating results.

2023 - Natural gas transportation capacity contrac ted increased due primarily to the completion of expansion projects on our assets.

(a) - Included volumes for consolidated entities only and excluded EnLink operating statistics in 2024 as they were not meaningful to full-year 2024 operating results.

2024 - Natural gas transportation capacity decreased due primarily to the interstate natural gas pipeline divestiture in 2024, offset partially by EnLink transportation capacity contracted included in 2025.

Table of C ontents

Refined Products and Crude

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Selected Financial Results and Operating Information - The following tables set forth certain selected financial results and operating information for our Refined Products and Crude segment for the periods indicated:

Financial Results Year Ended Dec.

31, 2024 Sept.

25 through Dec.

Years Ended December 31, September 25 through December 31, 2025 vs.

Financial Results 2025 2024 2023 (a) $ Increase (Decrease)

(Millions of dollars)

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Operating costs, excluding noncash compensation adjustments

(879) (857) (192) 22

Adjusted EBITDA from unconsolidated affiliates 166 247 36 (81)

Other 22 (9) — 31

Adjusted EBITDA $ 2,177 $ 1,892 $ 465 285

Capital expenditures $ 752 $ 216 $ 52 536

(a) - T he year ended Dec.

31, 2023, includes results subsequent to the Magellan Acquisition.

2023 - Adjusted EBITDA increased $1,427 million as a result of the following:

• an increase of $1,354 million due to a full-year of operating results following the Magellan Acquisition, which includes a non-recurring increase in adjusted EBITDA from unconsolidated affiliates of $88 million due primarily to BridgeTex;

(a) - T he year ended December 31, 2023, included results subsequent to the Magellan Acquisition.

Changes in commodity prices and sales volumes affect both revenues and cost of sales and fuel and, therefore, the impact is largely offset between these line items.

2024 - Adjusted EBITDA increased $285 million primarily as a result of the following:

• an increase of $295 million due to adjusted EBITDA from Medallion and EnLink;

• a decrease of $55 million in operating costs due primarily to $40 million of lower outside services and $13 million of lower property taxes;

• an increase of $28 million due primarily to the sale of environmental credits generated by our liquids blending business;

• a decrease of $81 million in adjusted EBITDA from unconsolidated affiliates due primarily to lower earnings on BridgeTex associated with the nonrecurring recognition of deferred revenue in 2024;

• a decrease of $10 million in optimization and marketing due primarily to lower liquids blending margins.

Capital expenditures increased in 2025, due primarily to our routine and large capital projects, including our greater Denver Refined Products pipeline expansion project.

Years Ended Three Months Ended

December 31, December 31,

Operating Information (a)

31, 2024 Three Months Ended Dec.

Refined Products volume shipped ( MBbl/d )

Crude oil volume shipped ( MBbl/d )

(a) - Includes volumes for consolidated entities only and excludes Medallion and EnLink, as Medallion and EnLink operating statistics are not meaningful to full-year 2024 operating results.

Market conditions and seasonality can cause volume fluctuations in a single quarter that are not representative of full-year results.

2025 2024 2023

Refined Products volumes shipped ( MBbl/d )

1,526 1,512 1,547

Crude oil volumes shipped ( MBbl/d )

1,784 783 808

(a) - Included volumes for consolidated entities only and excluded Medallion and EnLink operating statistics in 2024 as they were not

meaningful to full-year 2024 operating results.

2024 - Refined Products volumes shipped remained relatively unchanged.

Crude oil volumes shipped increased in 2025 due primarily to incremental volumes from Medallion and EnLink.

Table of C ontents

Non-GAAP Financial Measures

The following table sets forth a reconciliation of net income, the nearest comparable GAAP financial performance measure, to adjusted EBITDA for the periods indicated:

Years Ended Dec.

Years Ended December 31,

(Unaudited) 2025 2024 2023

2024 2023 2022

Reconciliation of net income to adjusted EBITDA (Millions of dollars)

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Income taxes 1,028 998 838

Adjusted EBITDA from unconsolidated affiliates (a) 532 264 —

Equity in net earnings from investments (a) (439) (202) —

Noncash compensation expense and other 76 49 68

Adjusted EBITDA (a)(b)(c)(d) $ 6,784 $ 5,243 $ 3,620

Adjusted EBITDA from unconsolidated affiliates 516 532 264

Equity in net earnings from investments (386) (439) (202)

Noncash compensation expense and other (a) 103 76 49

Adjusted EBITDA (b)(c)(d) $ 8,020 $ 6,784 $ 5,243

Reconciliation of segment adjusted EBITDA to adjusted EBITDA

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Natural Gas Gathering and Processing $ 2,138 $ 1,484 $ 1,244

Natural Gas Liquids (b) 2,543 3,045 2,095

Natural Gas Pipelines (d) 900 559 488

Natural Gas Liquids (d) 2,779 2,543 3,045

Natural Gas Pipelines (c) 861 900 559

Refined Products and Crude (e) 2,177 1,892 465

Other (c) (35) (70) —

Adjusted EBITDA (a)(b)(c)(d) $ 6,784 $ 5,243 $ 3,620

(a) - Beginning in 2023, we updated our calculation methodology of adjusted EBITDA to include adjusted EBITDA from our unconsolidated affiliates using the same recognition and measurement methods used to record equity in net earnings from investments.

In prior periods, our calculation included equity in net earnings from investments.

This change resulted in an additional $62 million of adjusted EBITDA in 2023, and we have not restated prior periods.

(b) - The year ended Dec.

31, 2023, includes $633 million related to the Medford incident, including a settlement gain of $779 million, offset partially by $146 million of third-party fractionation costs.

31, 2024 includes transaction costs related primarily to the EnLink Acquisitions and Medallion Acquisition of $73 million, offset partially by interest income of $39 million.

The year ended Dec.

31, 2023, includes transaction costs related to the Magellan Acquisition of $158 million, offset partially by interest income of $49 million and net gains of $41 million on extinguishment of debt related to open market repurchases.

(d) - The year ended Dec.

31, 2024, includes a gain of $227 million from the interstate natural gas pipeline divestiture.

(e) - The year ended Dec.

31, 2023, includes segment adjusted EBITDA for the period Sept.

25, 2023, through Dec.

Other (b) 65 (35) (70)

Adjusted EBITDA (b)(c)(d) $ 8,020 $ 6,784 $ 5,243

(a) - The year ended December 31, 2025, included noncash transaction costs related primarily to the EnLink Acquisition of $16 million included within noncash compensation and other.

(b) - The year ended December 31, 2025, included corporate net gains on extinguishment of debt of $106 million in connection with open market repurchases and interest income of $33 million, offset partially by transaction costs related primarily to the EnLink Acquisition of $65 million.

The year ended December 31, 2024.

included transaction costs related primarily to the EnLink Acquisitions and Medallion Acquisition of $73 million, offset partially by interest income of $39 million.

The year ended December 31, 2023, included transaction costs related to the Magellan Acquisition of $158 million, offset partially by interest income of $49 million and corporate net gains on extinguishment of debt of $41 million in connection with open market repurchases.

(c) - The year ended December 31, 2024, included a gain of $227 million from the interstate natural gas pipeline divestiture.

(d) - The year ended December 31, 2023, included $633 million related to the Medford incident, including a settlement gain of $779 million, offset partially by $146 million of third-party fractionation costs.

(e) - The year ended December 31, 2023, included segment adjusted EBITDA for the period September 25, 2023, through December 31, 2023.

CONTINGENCIES

See Note P of the Notes to Consolidated Financial Statements in this Annual Report for a discussion of regulatory and legal matters.

See Note O of the Notes to Consolidated Financial Statements in this Annual Report for a discussion of regulatory and legal matters.

Other Legal Proceedings - We are a party to various legal proceedings that have arisen in the normal course of our operations.

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Additionally, we believe the probable final outcome of such proceedings will not have a material adverse effect on our consolidated results of operations, financial position or cash flows.

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LIQUIDITY AND CAPITAL RESOURCES

General - Our primary sources of cash inflows are operating cash flows, proceeds from our commercial paper program and our $3.5 Billion Credit Agreement, debt issuances and the issuance of common stock for our liquidity and capital resources requirements.

We expect our sources of cash inflows to provide sufficient resources to finance our operations, capital expenditures, quarterly cash dividends, maturities of long-term debt, share repurchases and contributions to unconsolidated affiliates.

We believe we have sufficient liquidity due to our $3.5 Billion Credit Agreement, which expires in February 2030, and access to $1.0 billion available through our “at-the-market” equity program.

17, 2025, no shares have been sold through our “at-the-market” equity program.

We believe we have sufficient liquidity due to our $3.5 Billion Credit Agreement, which expires in February 2030, our $3.5 billion commercial paper program and access to $1.0 billion available through our “at-the-market” equity program.

As of February 16, 2026, no shares have been sold through our “at-the-market” equity program.

We may manage interest-rate risk through the use of fixed-rate debt, floating-rate debt, Treasury locks and interest-rate swaps.

For additional information on our interest-rate swaps, see Note E of the Notes to Consolidated Financial Statements in this Annual Report.

Cash Management - At Dec.

31, 2024, we had $733 million of cash and cash equivalents.

For additional information on our interest-rate derivative instruments, see Note D of the Notes to Consolidated Financial Statements in this Annual Report.

Cash Management - At December 31, 2025, we had $78 million of cash and cash equivalents.

For our wholly owned subsidiaries, we use a centralized cash management program that concentrates the cash assets of our wholly owned nonguarantor operating subsidiaries in joint accounts for the purposes of providing financial flexibility and lowering the cost of borrowing, transaction costs and bank fees.

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Under the cash management program, depending on whether a participating subsidiary has short-term cash surpluses or cash requirements, we provide cash to the subsidiary or the subsidiary provides cash to us.

In December 2024, we entered into an agreement to provide revolving unsecured loans to EnLink through a promissory note at an interest rate of 4.85% at Dec.

This is a floating rate agreement which bears interest at ONEOK’s current short-term borrowing rate plus 0.25%.

31, 2024, we held a promissory note receivable of $510 million, which was eliminated in consolidation.

Interest earned on this agreement was not material.

Following the EnLink Acquisition, completed on Jan.

31, 2025, we effectively terminated this agreement as EnLink operating subsidiaries are wholly owned and now participate in the cash management program described above.

Guarantees - ONEOK, ONEOK Partners, the Intermediate Partnership and Magellan (Obligated Group) have cross guarantees in place for ONEOK’s and ONEOK Partners’ indebtedness.

Following the completion of the EnLink Acquisition on January 31, 2025, we terminated an agreement to provide revolving unsecured loans to EnLink through a promissory note, as EnLink operating subsidiaries are wholly owned and now participate in the cash management program described above.

For additional information, see Note G of the Notes to Consolidated Financial Statements in this Annual Report.

Guarantees - ONEOK, ONEOK Partners, the Intermediate Partnership, Magellan, EnLink and EnLink Partners have cross guarantees in place for ONEOK’s and ONEOK Partners’ indebtedness.

These guarantees in place for our and ONEOK Partners’ indebtedness are full, irrevocable, unconditional and absolute joint and several guarantees to the holders of each series of outstanding securities.

Liabilities under the guarantees rank equally in right of payment with all existing and future senior unsecured indebtedness.

Liabilities under the guarantees rank equally in right of payment with all of the guarantors’ existing and future senior unsecured indebtedness.

The Intermediate Partnership holds all of ONEOK Partners’ interests and equity in its subsidiaries, which are nonguarantors, and substantially all the assets and operations reside with nonguarantor operating subsidiaries.

Magellan holds interests in its subsidiaries, which are nonguarantors, and substantially all the assets and operations reside with nonguarantor operating subsidiaries.

31, 2024, EnLink was a subsidiary of ONEOK, but did not guarantee ONEOK’s or ONEOK Partners’ indebtedness and was excluded from the Obligated Group.

EnLink and EnLink Partners also had outstanding debt securities that were not guaranteed by ONEOK as of Dec.

At the completion of the EnLink Acquisition on Jan.

31, 2025, ONEOK assumed the outstanding debt of EnLink and EnLink Partners (the Assumed Debt) such that EnLink and EnLink Partners were each released from all debt obligations, and provided a guarantee for our and ONEOK Partners’ indebtedness to the holders of each series of outstanding securities, including for the Assumed Debt.

EnLink and EnLink Partners are now included in the Obligated Group.

As of the date of this report, the combined financial information of subsidiary issuers and parent guarantors, excluding our ownership of all interest in ONEOK Partners, Magellan and EnLink, reflect no material assets or liabilities or results of operations, apart from guaranteed indebtedness and therefore, we have excluded the summarized financial information for each issuer and guarantor.

For additional information on our indebtedness, please see Note H of the Notes to Consolidated Financial Statements in this Annual Report.

Short-term Liquidity - Our principal sources of short-term liquidity consist of cash generated from operating activities, distributions received from our unconsolidated affiliates, proceeds from our commercial paper program and our recently executed $3.5 Billion Credit Agreement.

In February 2025, we amended and restated our $2.5 Billion Credit Agreement to increase the size to $3.5 billion, extend the term to February 2030 and make other non-material modifications.

Magellan, EnLink and EnLink Partners hold interests in their subsidiaries, which are nonguarantors, and substantially all the assets and operations reside with nonguarantor operating subsidiaries.

Therefore, as allowed under Rule 13-01 of Regulation S-X, we have excluded the summarized financial information for each issuer and guarantor as the combined financial information of subsidiary issuers and parent guarantors, excluding our ownership of all interest in ONEOK Partners, Magellan and EnLink, reflect no material assets or liabilities or results of operations apart from guaranteed indebtedness.

For additional information on our indebtedness, see Note G of the Notes to Consolidated Financial Statements in this Annual Report.

In February 2025, we amended and restated our $2.5 Billion Credit Agreement to increase the size to $3.5 billion, extend the term to February 2030 and make other nonmaterial modifications.

All other terms and conditions remain substantially the same.

17, 2025, we had no borrowings under our $3.5 Billion Credit Agreement, and we are in compliance with all covenants.

Upon closing of the EnLink Acquisition on Jan.

31, 2025, the EnLink Revolving Credit Facility was terminated.

We had working capital (defined as current assets less current liabilities) deficits of $481 million and $344 million as of Dec.

31, 2024, and Dec.

31, 2023, respectively, due primarily to current maturities of long-term debt.

In September 2025, we increased the size of our commercial paper program to $3.5 billion from $2.5 billion.

As of February 16, 2026, we had no borrowings under our $3.5 Billion Credit Agreement, and we are in compliance with all covenants.

Upon closing of the EnLink Acquisition on January 31, 2025, the EnLink Revolving Credit Facility was terminated.

For additional information on the EnLink Revolving Credit Facility, see Note G of the Notes to Consolidated Financial Statements in this Annual Report.

Table of C ontents

We had working capital (defined as current assets less current liabilities) deficits of $1.9 billion and $481 million as of December 31, 2025, and December 31, 2024, respectively, due primarily to current maturities of long-term debt and short-term borrowings at December 31, 2025, and current maturities of long-term debt at December 31, 2024.

Generally, our working capital is influenced by several factors, including, among other things:

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We do not expect a working capital deficit of this nature to have a material adverse impact to our cash flows or operations.

For additional information on our $3.5 Billion Credit Agreement, see Note H of the Notes to Consolidated Financial Statements in this Annual Report.

For additional information on our $3.5 Billion Credit Agreement, see Note G of the Notes to Consolidated Financial Statements in this Annual Report.

Long-term Financing - In addition to our principal sources of short-term liquidity discussed above, we expect to fund our longer-term financing requirements by issuing long-term notes, as needed.

Other options to obtain financing include, but are not limited to, issuing common stock, loans from financial institutions, issuance of convertible debt securities or preferred equity securities, asset securitization and the sale and lease-back of facilities.

We may, at any time, seek to retire or purchase our or ONEOK Partners’ outstanding debt through cash purchases and/or exchanges for equity or debt, in open-market repurchases, privately negotiated transactions or otherwise.

We may, at any time, seek to retire or purchase our or ONEOK Partners’ outstanding debt through cash purchases and/or exchanges for equity or debt, in open market repurchases, privately negotiated transactions, exercise of contractual call rights, public tender offers or otherwise.

Such repurchases and exchanges, if any, will be on such terms and prices as we may determine and will depend on prevailing market conditions, or liquidity requirements, contractual restrictions and other factors.

The amounts involved may be material.

Debt Issuances - In September 2024, we completed an underwritten public offering of $7.0 billion senior unsecured notes consisting of senior notes of the following tenors:

$1.25 billion, 4.25% senior notes due 2027;

$600 million, 4.4% senior notes due 2029;

$1.25 billion, 4.75% senior notes due 2031;

$1.6 billion, 5.05% senior notes due 2034;

Debt Issuances - In August 2025, we completed an underwritten public offering of $3.0 billion senior unsecured notes consisting of $750 million, 4.95% senior notes due 2032;

$1.0 billion, 5.4% senior notes due 2035;

and $800 million, 5.85% senior notes due 2064.

and $1.25 billion, 6.25% senior notes due 2055.

The net proceeds, after deducting underwriting discounts, commissions and offering expenses, were $2.96 billion.

Debt Repayments - In December 2024, we repaid $120 million of borrowings under the Guardian Term Loan Agreement and $60 million of borrowings under the Viking Term Loan Agreement, plus accrued and unpaid interest, with cash on hand, as part of the interstate natural gas pipeline divestiture.

In December 2024, we redeemed our $500 million, 4.9% senior notes due March 2025 at 100% of the principal amount, plus accrued and unpaid interest, with cash on hand.

Subsequent to the EnLink Controlling Interest Acquisition, we repaid $465 million of borrowings under the EnLink Revolving Credit Facility with cash on hand.

Subsequent to the EnLink Controlling Interest Acquisition, we repaid $374 million of borrowings under the EnLink AR Facility with cash on hand and terminated the EnLink AR Facility.

In September 2024, we repaid the remaining $484 million of our $500 million, 2.75% senior notes at maturity with cash on hand.

Equity - On Jan.

31, 2025, we completed the EnLink Acquisition.

Pursuant to the EnLink Merger Agreement, each common unit of EnLink was exchanged for a fixed ratio of 0.1412 shares of ONEOK Common stock, including EnLink Units that were exchanged for all previously outstanding Series B Preferred Units immediately prior to closing.

The net proceeds from this offering were partially used to repay our commercial paper outstanding and repay in full at maturity our senior notes due September 2025.

The remaining net proceeds from the offering were used for general corporate purposes, including the repurchase and redemption of existing notes.

Debt Extinguishments - We completed the following debt extinguishments in 2025:

(Millions of dollars)

$250 at 3.2% due March 2025 $ 250

$750 at 4.15% due June 2025 422

$400 at 2.2% due September 2025 387

$600 at 5.85% due January 2026 (a)

$650 at 5.0% due March 2026 (a)

Open Market Repurchases (b)

Total $ 3,098

( a) - Amounts redeemed at 100% of principal plus accrued and unpaid interest.

Equity Issuances - On May 28, 2025, we completed the Delaware Basin JV Acquisition.

Pursuant to the purchase agreement, we issued approximately 4.9 million shares of ONEOK common stock to the seller with a fair value of $391 million as of the closing date.

On January 31, 2025, we completed the EnLink Acquisition.

We issued 41 million shares of common stock with a fair value of $4.0 billion.

There are no remaining Series B Preferred Units outstanding.

17, 2024, EnLink redeemed all outstanding Series C Preferred Units at $1,000 per Series C Preferred Unit, plus $8.28 per Series C Preferred Unit of unpaid distributions, for $365 million with proceeds received from borrowings under the EnLink Revolving Credit Facility.

2024, there are no remaining Series C Preferred Units outstanding.

Share Repurchase Program - In January 2024, our Board of Directors authorized a share repurchase program to buy up to $2.0 billion of our outstanding common stock.

We expect shares to be acquired from time to time in open-market transactions or through privately negotiated transactions at our discretion, subject to market conditions and other factors.

17, 2025, we have repurchased 1.675 million shares for $172 million under the program with cash on hand.

The program will terminate upon completion of the repurchase of $2.0 billion of common stock or on Jan.

1, 2029, whichever occurs first.

Share Repurchase Program - Our Board of Directors authorized a share repurchase program to buy up to $2.0 billion of our outstanding common stock.

The program will terminate upon completion of the repurchase of the $2.0 billion of common stock or on January 1, 2029, whichever occurs first.

For the year ended December 31, 2025, we repurchased $62 million of our outstanding common stock with cash on hand.

Table of C ontents

Material Commitments - We have material cash commitments related to our capital expenditures, senior notes and corresponding interest payments, which we expect to fund through our sources of cash inflows discussed above.

Our senior notes and interest payments are discussed in Note H of the Notes to Consolidated Financial Statements in this Annual Report.

Our senior notes and interest payments are discussed in Note G of the Notes to Consolidated Financial Statements in this Annual Report.

We also have cash commitments related to transportation, storage and other commercial contracts, as well as our financial and physical derivative obligations, which we expect to fund with cash from operations.

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Our capital expenditures are financed typically through operating cash flows and short- and long-term debt.

The following table sets forth our capital expenditures, excluding the equity portion of AFUDC, for the periods indicated:

The following table sets forth our capital expenditures, less allowance for equity funds used during construction, for the periods indicated:

Capital Expenditures 2025 2024 (a)

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Total capital expenditures $ 3,152 $ 2,021 $ 1,595

(a) - Includes capital expenditures for EnLink and Medallion for the period Oct.

15, 2024, and Nov.

1, 2024, through Dec.

31, 2024, respectively.

(b) - The year ended Dec.

31, 2023, includes capital expenditures for the period Sept.

25, 2023, through Dec.

Capital expenditures increased in 2024, compared with 2023, due primarily to our capital projects, including our MB-6 fractionator and the NGL and Refined Products and Crude pipeline expansion projects.

(a) - The year ended December 31, 2024, included capital expenditures for EnLink and Medallion for the period October 15, 2024, and November 1, 2024, through December 31, 2024, respectively.

(b) - The year ended December 31, 2023, included capital expenditures for Magellan for the period September 25, 2023, through December 31, 2023.

Capital expenditures increased in 2025, compared with 2024, due primarily to the timing of our large capital projects and routine capital projects associated with the growth of our operations.

See discussion of our announced capital projects in the “Recent Developments” section.

We expect total capital expenditures, excluding AFUDC and capitalized interest, of $2.8 - $3.2 billion in 2025.

Credit Ratings - Our long-term debt credit ratings as of Feb.

17, 2025, are shown in the table below:

We expect total capital expenditures of $2.7 - $3.2 billion in 2026.

Credit Ratings - Our credit ratings as of February 16, 2026, are shown in the table below:

Rating Agency Long-term Rating Short-term Rating Outlook

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S&P BBB A-2 Stable

BBB F2 Stable

Fitch BBB F2 Stable

Our credit ratings, which are investment grade, may be affected by our leverage, liquidity, credit profile or potential transactions.

The most common criteria for assessment of our credit ratings are the debt-to-EBITDA ratio, interest coverage, business risk profile and liquidity.

If our credit ratings were downgraded, our cost to borrow funds under our $3.5 Billion Credit Agreement would increase, and a potential loss of access to the commercial paper market could occur.

If our credit ratings were downgraded, our cost to borrow funds under our $3.5 Billion Credit Agreement could increase, and a potential loss of access to the commercial paper market could occur.

In the event that we are unable to borrow funds under our commercial paper program and there has not been a material adverse change in our business, we would continue to have access to our $3.5 Billion Credit Agreement, which expires in 2030.

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We may be required to fund margin requirements with our counterparties with cash, letters of credit or other negotiable instruments.

Dividends - Holders of our common stock share equally in any common stock dividends declared by our Board of Directors, subject to the rights of the holders of outstanding preferred stock.

Dividends - Holders of our common stock share equally in any common stock dividends declared by our Board of Directors.

In 2025, we paid common stock dividends totaling $4.12 per share, an increase of 4% compared to the 2024 dividend of $3.96 per share.

In February 2026, we paid a quarterly common stock dividend of $1.07 per share ($4.28 per share on an annualized basis), an increase of 4% compared with the same quarter in the prior year.

For the year ended Dec.

31, 2024, our cash flows from operations exceeded dividends paid by $2.6 billion.

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For the year ended December 31, 2025, our cash flows from operations exceeded dividends paid by $3.0 billion.

We expect our cash flows from operations to continue to sufficiently fund our cash dividends.

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Under this method, we reconcile net income to cash flows provided by operating activities by adjusting net income for those items that affect net income but do not result in actual cash receipts or payments during the period and for operating cash items that do not impact net income.

These reconciling items can include depreciation and amortization, deferred income taxes, impairment charges, allowance for equity funds used during construction, gain or loss on sale of business and assets, net undistributed earnings from equity-method investments, share-based compensation expense, other amounts and changes in our assets and liabilities not classified as investing or financing activities.

These reconciling items can include depreciation and amortization, deferred income taxes, impairment charges, allowance for equity funds used during construction, gain or loss on sale of business and assets, net undistributed earnings from unconsolidated affiliates, share-based compensation expense, other amounts and changes in our assets and liabilities not classified as investing or financing activities.

The following table sets forth the changes in cash flows by operating, investing and financing activities for the periods indicated:

Years Ended Dec.

Years Ended December 31,

2025 2024 2023

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Our operating cash flows can also be impacted by changes in our inventory balances, which are driven primarily by commodity prices, supply, demand and the operation of our assets.

2023 - Cash flows from operating activities, before changes in operating assets and liabilities increased $868 million for the year ended Dec.

31, 2024, compared with the same period in 2023, due primarily to the impact of the Magellan Acquisition in our Refined Products and Crude segment, as discussed in “Financial Results and Operating Information” offset partially by insurance proceeds received from the Medford settlement in 2023.

The changes in operating assets and liabilities decreased operating cash flows $43 million for the year ended Dec.

31, 2024, compared with an increase of $358 million for the same period in 2023.

This change is due primarily to changes in our legal reserve liability as discussed in Note P of the Notes to Consolidated Financial Statements in this Annual Report, changes in risk management assets and liabilities and changes in accounts receivable resulting from the receipts of cash from counterparties and from inventory, both of which varies from period to period, and with changes in commodity prices.

These changes were offset partially by changes in accounts payable, which vary from period to period with changes in commodity prices and from the timing of payments to vendors, suppliers and other third parties.

2024 - Cash flows from operating activities, before changes in operating assets and liabilities increased $1.0 billion for the year ended December 31, 2025, compared with the same period in 2024, due primarily to the impact of the EnLink and Medallion Acquisitions as discussed in “Financial Results and Operating Information.”

The changes in operating assets and liabilities decreased operating cash flows $380 million for the year ended December 31, 2025, compared with a decrease of $43 million for the same period in 2024.

This change is due primarily to changes in accounts receivable resulting from the growth of our operations and the timing of the receipt of cash from counterparties and from inventory, both of which vary from period to period, and with changes in commodity prices.

These changes were offset partially by changes in accounts payable resulting from the growth of our operations and the timing of payments to vendors, suppliers and other third parties, which vary from period to period, and with changes in commodity prices.

Investing Cash Flows

2023 - Cash used in investing activities for the year ended Dec.

31, 2024, increased $208 million, compared with the same period in 2023, due primarily to cash paid to acquire EnLink and Medallion, capital expenditures related to our capital projects in 2024 and insurance proceeds received from the Medford settlement in 2023, offset partially by proceeds received from the interstate natural gas pipeline divestiture.

2024 - Cash used in investing activities for the year ended December 31, 2025, decreased $2.9 billion compared with the same period in 2024, due primarily to cash paid to acquire EnLink and Medallion in 2024, offset partially by proceeds received from the interstate natural gas pipeline divestiture in 2024, an increase in capital expenditures related to our capital projects in 2025 and cash paid for the BridgeTex Additional Interest Acquisition.

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Financing Cash Flows

2023 - Cash provided by financing activities for the year ended Dec.

31, 2024, increased $18 million compared with the same period in 2023, due primarily to the increase in issuance of senior unsecured notes associated with acquisitions, offset by increased repayments of long-term debt in 2024, including the repayment of the Viking and Guardian Term Loan Agreements and the outstanding borrowings on the EnLink Revolving Credit facility and the EnLink AR Facility, increased dividends paid in 2024 and the repurchase of EnLink’s Series C Preferred Units.

Cash Flow Analysis for the Year Ended Dec.

2022 - The cash flow analysis for the year ended Dec.

31, 2023, compared with the year ended Dec.

31, 2022, is included in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2023 Annual Report on Form 10-K, which is available via the SEC’s website at www.sec.gov and our website at www.oneok.com.

2024 - Cash from financing activities for the year ended December 31, 2025, decreased $4.6 billion compared with the same period in 2024, due primarily to the issuance of senior unsecured notes associated with acquisitions in 2024, increased extinguishment of long-term debt in 2025, cash paid for the Delaware Basin JV Acquisition and increased dividends paid in 2025, offset partially by the issuance of senior unsecured notes in August 2025 and an increase in short-term borrowings in 2025.

Cash Flow Analysis for the Year Ended December 31, 2024 vs.

2023 - The cash flow analysis for the year ended December 31, 2024, compared with the year ended December 31, 2023, is included in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2024 Annual Report on Form 10-K, which is available via the SEC’s website at www.sec.gov and our website at www.oneok.com.

IMPACT OF NEW ACCOUNTING STANDARDS

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See Note A of the Notes to Consolidated Financial Statements in this Annual Report for the description of our accounting policies.

Fair Value Estimates in Business Combination Accounting - Business combination accounting requires that assets and liabilities be recorded at their estimated fair value in connection with the initial recognition of the transaction.

Estimating the fair value of assets and liabilities in connection with business combination accounting requires management to make estimates, assumptions and judgments, and in some cases management may also utilize third-party specialists to assist and advise on those estimates.

In order to estimate the fair value of assets acquired and liabilities assumed, we utilized widely accepted valuation techniques that included discounted cash flow and cost methods.

The discounted cash flow method utilizes assumptions that include, but are not limited to, estimated future cash flows, commodity margin growth rates, discount rates applied to estimated future cash flows, estimated rates of return and estimated customer attrition rates.

Cost methods estimate the fair value of assets based on the estimated construction or replacement cost of the assets and requires the use of various inputs and assumptions.

While we believe we have made reasonable assumptions to estimate the fair value, these assumptions are inherently uncertain.

An estimate of the sensitivity to changes in our assumptions is not practicable given the numerous assumptions, and their interdependence, that can materially affect our estimates.

The purchase price allocation recorded in a business combination may change during the measurement period, which is a period not to exceed one year from the date of acquisition, as additional information about conditions existing at the acquisition date becomes available.

See Note B of the Notes to Consolidated Financial Statements in this Annual Report for additional discussion of business combinations.

Derivatives and Risk-management Activities - We utilize derivatives to reduce our market-risk exposure to commodity price and interest-rate fluctuations and to achieve more predictable cash flows.

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We assess hedging relationships at the inception of the hedge and periodically thereafter, to determine whether the hedging relationship is, and is expected to remain, highly effective.

We do not believe that changes in our fair value estimates of our derivative instruments have a material impact on our results of operations, as the majority of our derivatives are accounted for

as effective cash flow hedges.

However, if a derivative instrument is ineligible for cash flow hedge accounting or if we fail to appropriately designate it as a cash flow hedge, changes in fair value of the derivative instrument would be recorded currently in earnings.

We do not believe that changes in our fair value estimates of our derivative instruments have a material impact on our results of operations, as the majority of our derivatives are accounted for as effective cash flow hedges.

However, if a derivative instrument is ineligible for cash flow hedge accounting or if we elect not to designate it as a cash flow hedge, changes in fair value of the derivative instrument would be recorded currently in earnings.

Additionally, if a cash flow hedge ceases to qualify for hedge accounting treatment because it is no longer probable that the forecasted transaction will occur, the change in fair value of the derivative instrument would be recognized in earnings.

For more information on commodity price sensitivity and a discussion of the market risk of pricing changes, see Item 7A, Quantitative and Qualitative Disclosures about Market Risk.

See Notes A, D and E of the Notes to Consolidated Financial Statements in this Annual Report for additional discussion of fair value measurements and derivatives and risk-management activities.

See Notes A, C and D of the Notes to Consolidated Financial Statements in this Annual Report for additional discussion of fair value measurements and derivatives and risk-management activities.

Impairment of Goodwill, Long-Lived Assets, Including Intangible Assets and Equity Method Investments - We assess our goodwill for impairment at least annually as of July 1, unless events or changes in circumstances indicate an impairment may have occurred before that time.

As part of our goodwill impairment test, we may first assess qualitative factors (including macroeconomic conditions, industry and market considerations, cost factors and overall financial performance) to determine whether it is more likely than not that the fair value of each of our reporting units was less than its carrying amount.

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whether it is more likely than not that the fair value of each of our reporting units was less than its carrying amount.

If further testing is necessary, or a quantitative test is elected, we perform a Step 1 analysis for goodwill impairment.

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If actual results are not consistent with our assumptions and estimates or our assumptions and estimates change due to new information, we may be exposed to future impairment charges.

See Notes A, F, G and O of the Notes to Consolidated Financial Statements in this Annual Report for additional discussion of goodwill and intangible assets, long-lived assets and investments in unconsolidated affiliates.

See Notes A, E, F and N of the Notes to Consolidated Financial Statements in this Annual Report for additional discussion of goodwill and intangible assets, long-lived assets and investments in unconsolidated affiliates.

Depreciation Methods and Estimated Useful Lives of Property, Plant and Equipment - Our property, plant and equipment are depreciated using the straight-line method that incorporates management assumptions regarding useful economic lives and residual values.

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Examples of such circumstances include changes in (i) competition, (ii) laws and regulations that limit the estimated economic life of an asset, (iii) technology that render an asset obsolete, (iv) expected salvage values, (v) results of rate cases or rate settlements on regulated assets and (vi) forecasts of the remaining economic life for the resource basins where our assets are located, if any.

For the fiscal years presented in this Form 10-K, no

changes were made to the determinations of useful lives that would have a material effect on the timing of depreciation expense in future periods.

See Note F of the Notes to Consolidated Financial Statements in this Annual Report for additional discussion of property, plant and equipment.

For the fiscal years presented in this Form 10-K, no changes were made to the determinations of useful lives that would have a material effect on the timing of depreciation expense in future periods.

See Note E of the Notes to Consolidated Financial Statements in this Annual Report for additional discussion of property, plant and equipment.

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.

What changed 10-K

Item 7. Management’s Discussion and Analysis