Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) were effective as of the end of the period covered by this report.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we evaluated the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Based on our evaluation under that framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.
The effectiveness of our internal control over financial reporting as of December 31, 2025, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein (Item 8).
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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ITEM 9B. OTHER INFORMATION
During the three months ended December 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.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors of the Registrant
Information concerning our directors is set forth in our 2026 definitive Proxy Statement and is incorporated herein by this reference.
Executive Officers of the Registrant
Information concerning our executive officers is included in Part I, Item 1, Business, of this Annual Report.
Compliance with Section 16(a) of the Exchange Act
Information on compliance with Section 16(a) of the Exchange Act is set forth in our 2026 definitive Proxy Statement and is incorporated herein by this reference.
Code of Ethics
Information concerning the code of ethics, or code of business conduct, is set forth in our 2026 definitive Proxy Statement and is incorporated herein by this reference.
Corporate Governance
Information concerning our corporate governance is set forth in our 2026 definitive Proxy Statement and is incorporated herein by this reference.
Insider Trading Policy
We have adopted insider trading policies and procedures that govern the purchase, sale and other disposition of our securities by our directors, officers and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and the listing standards of the NYSE. A copy of our Insider Trading Policy is filed with this Annual Report as Exhibit 19.
ITEM 11. EXECUTIVE COMPENSATION
Information on executive compensation is set forth in our 2026 definitive Proxy Statement and is incorporated herein by this reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Security Ownership of Certain Beneficial Owners
Information concerning the ownership of certain beneficial owners is set forth in our 2026 definitive Proxy Statement and is incorporated herein by this reference.
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Security Ownership of Management
Information on security ownership of directors and officers is set forth in our 2026 definitive Proxy Statement and is incorporated herein by this reference.
Equity Compensation Plan Information
The following table sets forth certain information concerning our equity compensation plans as of December 31, 2025:
Plan Category Number of Securities
to be Issued
Upon Exercise of
Outstanding Options,
Warrants and Rights (3)
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights (4)
Number of Securities
Remaining Available For
Future Issuance Under
Equity Compensation
Plans (5)
Equity compensation plans
approved by security holders (1)
3,529,356 — 20,166,969
Equity compensation plans
not approved by security holders (2)
132,261 — —
Total 3,661,617 — 20,166,969
(1) - Included our Employee Stock Purchase Plan, 2025 Employee Stock Award Program, Equity Compensation Plan, 2018 Equity Incentive Plan and 2025 Equity Incentive Plan. For a brief description of the material features of these plans, see Note K of the Notes to Consolidated Financial Statements in this Annual Report.
(2) - Included the assumed EnLink Midstream, LLC, Long-Term Incentive Plan. For a brief description of the material features of this plan, see Note K of the Notes to Consolidated Financial Statements in this Annual Report.
(3) - Included grants of restricted stock unit awards, performance awards and director stock awards deferred as phantom stock units under our Deferred Compensation Plan for Non-Employee Directors.
(4) - There is no exercise price associated with restrictive stock unit awards, performance unit awards or director stock awards as phantom stock units under our Deferred Compensation Plan for Non-Employee Directors.
(5) - Included 969,316, 633,084 and 18,564,569 shares available for future issuance under our Employee Stock Purchase Plan, 2025 Employee Stock Award Program and 2025 Equity Incentive Plan, respectively.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information on certain relationships and related transactions and director independence is set forth in our 2026 definitive Proxy Statement and is incorporated herein by this reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Information concerning the principal accountant’s fees and services is set forth in our 2026 definitive Proxy Statement and is incorporated herein by this reference.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(1) Financial Statements Page No.
(a) Report of Independent Registered Public Accounting Firm (PCAOB ID: 238 )
65
(b) Consolidated Statements of Income for the years ended
December 31, 2025, 2024 and 2023 67
(c) Consolidated Statements of Comprehensive Income for the years ended
December 31, 2025, 2024 and 2023 67
(d) Consolidated Balance Sheets as of December 31, 2025 and 2024 68
(e) Consolidated Statements of Cash Flows for the years ended
December 31, 2025, 2024 and 2023 69
(f) Consolidated Statements of Changes in Equity for the years ended
December 31, 2025, 2024 and 2023 70
(g) Notes to Consolidated Financial Statements 71 - 115
(2) Financial Statements Schedules
All schedules have been omitted because of the absence of conditions under which they are required.
(3) Exhibits
2 Agreement and Plan of Merger, dated as of May 14, 2023, by and among ONEOK, Inc., Otter Merger Sub, LLC and Magellan Midstream Partners, L.P. (incorporated by reference from Exhibit 2.1 to ONEOK, Inc.’s Current Report on Form 8-K, filed May 15, 2023 (File No. 1-13643)).
2.1 Purchase Agreement, dated as of Aug ust 28, 2024, by and among ONEOK, Inc., GIP III Stetson I, L.P., GIP III Stetson II, L.P. and EnLink Midstream Manager, LLC (incorporated by reference from Exhibit 2.1 to ONEOK Inc.’s Current Report on Form 8-K, filed Aug ust 30, 2024 (File No. 1-13643)).
2.2 Purchase and Sale Agreement, dated as of Aug ust 28, 2024, by and among ONEOK, Inc., GIP III Trophy GP 2, LLC, GIP III Trophy Acquisition Partners, L.P. and Medallion Management, L.P. (incorporated by reference from Exhibit 2.2 to ONEOK Inc.’s Current Report on Form 8-K, filed Aug ust 30, 2024 (File No. 1-13643)).
2.3 Agreement and Plan of Merger, dated as of Nov ember 24, 2024, by and among ONEOK, Inc., Elk Merger Sub I, L.L.C., Elk Merger Sub II, L.L.C., EnLink Midstream LLC and EnLink Midstream Manager, LLC (incorporated by reference from Exhibit 2.1 to ONEOK Inc.’s Current Report on Form 8-K, filed Nov ember 25, 2024 (File No. 1-13643)).
3 Amended and Restated Certificate of Incorporation of ONEOK, Inc., dated April 28 , 2025 , as amended (incorporated by reference from Exhibit 3. 1 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 3 1 , 2025 , filed April 30 , 2025 (File No. 1-13643)).
3.1 Amended and Restated By-laws of ONEOK, Inc. (incorporated by reference from Exhibit 3.1 to ONEOK Inc.’s Current Report on Form 8-K filed Feb ruary 24, 2023 (File No. 1-13643)).
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3.2 Certificate of Designation for Convertible Preferred Stock of WAI, Inc. (now ONEOK, Inc.) filed Nov ember 21, 2008 (incorporated by reference from Exhibit 3.1 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed Aug ust 1, 2012 (File No. 1-13643)).
3.3 Certificate of Designation for Series C Participating Preferred Stock of ONEOK, Inc. filed Nov ember 21, 2008 (incorporated by reference from Exhibit No. 3.1 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed Aug ust 1, 2012 (File No. 1-13643)).
3.4 Certificate of Designation, Preferences and Rights of Series E Non-Voting Perpetual Preferred Stock of ONEOK, Inc. filed April 20, 2017 (incorporated by reference from Exhibit No. 3.1 to ONEOK, Inc.’s Current Report on Form 8-K filed April 20, 2017 (File No. 1-13643)).
4 Form of Common Stock Certificate (incorporated by reference from Exhibit 1 to ONEOK, Inc.’s Registration Statement on Form 8-A filed Nov ember 21, 1997 (File No. 1-13643)).
4.1 Second Supplemental Indenture, dated as of Sept ember 25, 1998, between ONEOK, Inc. and Chase Bank of Texas, as trustee, with respect to the 6.875% Debentures due 2028 (incorporated by reference from Exhibit 5(b) to ONEOK, Inc.’s Current Report on Form 8-K/A filed Oct ober 2, 1998 (File No. 1-13643)).
4.2 Fifth Supplemental Indenture, dated as of June 30, 2017, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and The Bank of New York Mellon Trust, as trustee (incorporated by reference from Exhibit 4.1 to ONEOK Inc.’s Current Report on Form 8-K filed July 3, 2017 (File No. 1-13643)).
4.3 Sixth Supplemental Indenture, dated as of Sept ember 25, 2023, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and The Bank of New York Mellon Trust, as trustee (incorporated by reference from Exhibit 4.1 to ONEOK Inc.’s Current Report on Form 8-K filed Sept ember 25, 2023 (File No. 1-13643)).
4.4 Seventh Supplemental Indenture, dated as of Jan uary 31, 2025, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P., EnLink Midstream Partners, LP, Elk Merger Sub II, L.L.C. and The Bank of New York Mellon Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.10 to ONEOK, Inc.’s Current Report on Form 8-K filed Feb ruary 5, 2025 (File No. 1-13643)).
4.5 Indenture, dated as of Dec ember 28, 2001, between ONEOK, Inc. and SunTrust Bank, as trustee (incorporated by reference from Exhibit 4.1 to Amendment No. 1 to ONEOK, Inc.’s Registration Statement on Form S-3 filed Dec ember 28, 2001 (File No. 333-65392)).
4.6 Third Supplemental Indenture, dated as of June 17, 2005, between ONEOK, Inc. and SunTrust Bank, as trustee, with respect to the 6.00% Senior Notes due 2035 (incorporated by reference from Exhibit 4.3 to ONEOK, Inc.’s Current Report on Form 8-K filed June 17, 2005 (File No. 1-13643)).
4.7 Fourth Supplemental Indenture, dated as of June 30, 2017, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 6.00% Senior Notes due 2035 (incorporated by reference from Exhibit 4.3 to ONEOK Inc.’s Current Report on Form 8-K filed July 3, 2017 (File No. 1-13643)).
4.8 Sixth Supplemental Indenture, dated as of Jan uary 31, 2025, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P., EnLink Midstream Partners, LP, Elk Merger Sub II, L.L.C. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.13 to ONEOK, Inc.’s Current Report on Form 8-K, filed Feb ruary 5, 2025 (File No. 1-13643)).
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4.9 Indenture, dated as of Sept ember 25, 2006, between ONEOK Partners, L.P. and Wells Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to ONEOK Partners, L.P.’s Current Report on Form 8-K filed Sept ember 26, 2006 (File No. 1-12202)).
4.10 Third Supplemental Indenture, dated as of Sept ember 25, 2006, among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 6.65% Senior Notes due 2036 (incorporated by reference to Exhibit 4.4 to ONEOK Partners, L.P.’s Current Report on Form 8-K filed Sept ember 26, 2006 (File No. 1-12202)).
4.11 Fourth Supplemental Indenture, dated as of Sept em ber 28, 2007, among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 6.85% Senior Notes due 2037 (incorporated by reference to Exhibit 4.2 to ONEOK Partners, L.P.’s Current Report on Form 8-K filed Sept ember 28, 2007 (File No. 1-12202)).
4.12 Seventh Supplemental Indenture, dated as of Jan uary 26, 2011, among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 6.125% Senior Notes due 2041 (incorporated by reference from Exhibit 4.3 to ONEOK Partners, L.P.’s Current Report on Form 8-K filed Jan uary 26, 2011 (File No. 1-12202)).
4.13 Twelfth Supplemental Indenture, dated as of Sept ember 12, 2013, among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 6.200% Senior Notes due 2043 (incorporated by reference to Exhibit 4.4 to ONEOK Partners, L.P.’s Current Report on Form 8-K filed Sept ember 12, 2013 (File No. 1-12202)).
4.14 Fourteenth Supplemental Indenture, dated as of March 20, 2015, among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 4.90% Senior Notes due 2025 (incorporated by reference to Exhibit 4.3 to ONEOK Partners, L.P.’s Current Report on Form 8-K filed on March 20, 2015 (File No. 1-12202)).
4.15 Fifteenth Supplemental Indenture, dated as of June 30, 2017, by and among ONEOK Partners, L.P., ONEOK, Inc., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee (incorporated by reference from Exhibit 4.1 to ONEOK, Partners, L.P.’s Current Report on Form 8-K filed July 3, 2017 (File No. 1-12202)).
4.16 Sixteenth Supplemental Indenture, dated as of Sept ember 25, 2023, among ONEOK Partners, L.P., ONEOK, Inc., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and Computershare Trust Company, N.A., as trustee (incorporated by reference from Exhibit 4.4 to ONEOK Inc.’s Current Report on Form 8-K, filed Sept ember 25, 2023 (File No. 1-13643)).
4.17 Seventeenth Supplemental Indenture, dated as of Jan uary 31, 2025, by and among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, ONEOK, Inc., Magellan Midstream Partners, L.P., EnLink Midstream Partners, LP, Elk Merger Sub II, L.L.C., and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.15 to ONEOK, Inc.’s Current Report on Form 8-K, filed Feb ruary 5, 2025 (File No. 1-13643)).
4.18 Indenture, dated as of Jan uary 26, 2012, among ONEOK, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to ONEOK, Inc.’s Current Report on Form 8-K filed Jan uary 26, 2012 (File No. 1-13643)).
4.19 Third Supplemental Indenture, dated as of June 30, 2017, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.2 of ONEOK, Inc.’s Current Report on Form 8-K filed July 3, 2017 (File No. 1-13643)).
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4.20 Fourth Supplemental Indenture, dated as of July 13, 2017, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 4.00% Senior Notes due 2027 (incorporated by reference from Exhibit 4.1 to ONEOK Inc.’s Current Report on Form 8-K filed July 13, 2017 (File No. 1-13643)).
4.21 Fifth Supplemental Indenture, dated as of July 13, 2017, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 4.95% Senior Notes due 2047 (incorporated by reference from Exhibit 4.2 to ONEOK Inc.’s Current Report on Form 8-K filed July 13, 2017 (File No. 1-13643)).
4.22 Sixth Supplemental Indenture, dated as of July 2, 2018, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 4.55% Senior Notes due 2028 (incorporated by reference from Exhibit No. 4.1 to ONEOK, Inc.’s Current Report on Form 8-K filed July 2, 2018 (File No. 1-13643)).
4.23 Seventh Supplemental Indenture, dated as of July 2, 2018, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 5.20% Senior Notes due 2048 (incorporated by reference from Exhibit No. 4.2 to ONEOK, Inc.’s Current Report on Form 8-K filed July 2, 2018 (File No. 1-13643).
4.24 Eighth Supplemental Indenture, dated as of March 13, 2019, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 4.35% Senior Notes due 2029 (incorporated by reference from Exhibit No. 4.2 to ONEOK, Inc.’s Current Report on Form 8-K filed March 13, 2019 (File No. 1-13643)).
4.25 Ninth Supplemental Indenture, dated March 13, 2019, among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and Wells Fargo Bank, N.A., as trustee, with respect to the 5.20% Senior Notes due 2048 (incorporated by reference from Exhibit 4.3 to ONEOK Partners, L.P.’s Current Report on Form 8-K filed March 13, 2019 (File No. 1-12202)).
4.26 Eleventh Supplemental Indenture, dated as of Aug ust 15, 2019, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 3.40% Senior Notes due 2029 (incorporated by reference from Exhibit No. 4.2 to ONEOK, Inc.’s Current Report on Form 8-K filed August 15, 2019 (File No. 1-13643)).
4.27 Twelfth Supplemental Indenture, dated as of Aug ust 15, 2019, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 4.45% Senior Notes due 2049 (incorporated by reference from Exhibit No. 4.3 to ONEOK, Inc.’s Current Report on Form 8-K filed Aug us t . 15, 2019 (File No. 1-13643)).
4.28 Fourteenth Supplemental Indenture, dated as of March 10, 2020, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 3.100% Senior Notes due 2030 (incorporated by reference from Exhibit No. 4.2 to ONEOK, Inc.’s Current Report on Form 8-K filed March 10, 2020 (File No. 1-13643)).
4.29 Fifteenth Indenture, dated as of March 10, 2020, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 4.500% Senior Notes due 2050 (incorporated by reference from Exhibit No. 4.3 to ONEOK, Inc.’s Current Report on Form 8-K filed March 20, 2020 (File No. 1-13643)).
4.30 Sixteenth Supplemental Indenture, dated as of May 7, 2020, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 5.850% Senior Notes due 2026 (incorporated by reference from Exhibit No. 4.1 to ONEOK, Inc.’s Current Report on Form 8-K filed May 7, 2020 (File No. 1-13643)).
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4.31 Seventeenth Supplemental Indenture, dated as of May 7, 2020, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 6.350% Senior Notes due 2031 (incorporated by reference from Exhibit No. 4.2 to ONEOK, Inc.’s Current Report on Form 8-K filed May 7, 2020 (File No. 1-13643)).
4.32 Eighteenth Supplemental Indenture, dated as of May 7, 2020, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 7.150% Senior Notes due 2051 (incorporated by reference from Exhibit No. 4.3 to ONEOK, Inc.’s Current Report on Form 8-K filed May 7, 2020 (File No. 1-13643)).
4.33 Nineteenth Supplemental Indenture, dated as of Nov ember 18, 2022, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association), as trustee, with respect to the 6.100% Senior Notes due 2032 (incorporated by reference from Exhibit No. 4.1 to ONEOK, Inc.’s Current Report on Form 8-K filed Nov ember 18, 2022 (File No. 1-13643)).
4.34 Twentieth Supplemental Indenture, dated as of Aug ust 24, 2023, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 5.550% Senior Notes due 2026 (incorporated by reference from Exhibit 4.1 to ONEOK Inc.’s Current Report on Form 8-K, filed Aug ust 25, 2023 (File No. 1-13643)).
4.35 Twenty-First Supplemental Indenture, dated as of Aug ust 24, 2023, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 5.650% Senior Notes due 2028 (incorporated by reference from Exhibit 4.2 to ONEOK Inc.’s Current Report on Form 8-K, filed Aug ust 25, 2023 (File No. 1-13643)).
4.36 Twenty-Second Supplemental Indenture, dated as of Aug ust 24, 2023, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 5.800% Senior Notes due 2030 (incorporated by reference from Exhibit 4.3 to ONEOK Inc.’s Current Report on Form 8-K, filed Aug ust 25, 2023 (File No. 1-13643)).
4.37 Twenty-Third Supplemental Indenture, dated as of Aug ust 24, 2023, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 6.050% Senior Notes due 2033 (incorporated by reference from Exhibit 4.4 to ONEOK Inc.’s Current Report on Form 8-K, filed Aug ust 25, 2023 (File No. 1-13643)).
4.38 Twenty-Fourth Supplemental Indenture, dated as of Aug ust 24, 2023, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank National Association, as trustee, with respect to the 6.625% Senior Notes due 2053 (incorporated by reference from Exhibit 4.5 to ONEOK Inc.’s Current Report on Form 8-K, filed Aug ust 25, 2023 (File No. 1-13643)).
4.39 Twenty-Fifth Supplemental Indenture, dated as of Sept ember 25, 2023, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.3 to ONEOK Inc.’s Current Report on Form 8-K, filed Sept ember 25, 2023 (File No. 1-13643)).
4.40 Twenty-Sixth Supplemental Indenture, dated as of Sept ember 24, 2024, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and U.S. Bank National Association, as trustee, with respect to 4.250% Notes due 2027 (incorporated by reference from Exhibit 4.2 to ONEOK Inc.’s Current Report on Form 8-K, filed Sept ember 24, 2024 (File No. 1-13643)).
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4.41 Twenty-Seventh Supplemental Indenture, dated as of Sept ember 24, 2024, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and U.S. Bank National Association, as trustee, with respect to 4.400% Notes due 2029 (incorporated by reference from Exhibit 4.3 to ONEOK Inc.’s Current Report on Form 8-K, filed Sept ember 24, 2024 (File No. 1-13643)).
4.42 Twenty-Eighth Supplemental Indenture, dated as of Sept ember 24, 2024, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and U.S. Bank National Association, as trustee, with respect to 4.750% Notes due 2031 (incorporated by reference from Exhibit 4.4 to ONEOK Inc.’s Current Report on Form 8-K, filed Sept ember 24, 2024 (File No. 1-13643)).
4.43 Twenty-Ninth Supplemental Indenture, dated as of Sept ember 24, 2024, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and U.S. Bank National Association, as trustee, with respect to 5.050% Notes due 2034 (incorporated by reference from Exhibit 4.5 to ONEOK Inc.’s Current Report on Form 8-K, filed Sept ember 24, 2024 (File No. 1-13643)).
4.44 Thirtieth Supplemental Indenture, dated as of Sep t ember 24, 2024, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and U.S. Bank National Association, as trustee, with respect to 5.700% Notes due 2054 (incorporated by reference from Exhibit 4.6 to ONEOK Inc.’s Current Report on Form 8-K, filed Sept ember 24, 2024 (File No. 1-13643)).
4.45 Thirty-First Supplemental Indenture, dated as of Sept ember 24, 2024, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and U.S. Bank National Association, as trustee, with respect to 5.850% Notes due 2064 (incorporated by reference from Exhibit 4.7 to ONEOK Inc.’s Current Report on Form 8-K, filed Sept ember 24, 2024 (File No. 1-13643)).
4.46 Thirty-Second Supplemental Indenture, dated as of Jan uary 31, 2025, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P., EnLink Midstream Partners, LP, Elk Merger Sub II, L.L.C. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.14 to ONEOK, Inc.’s Current Report on Form 8-K, filed Feb ruary 5, 2025 (File No. 1-13643)).
4.47 Thirty-Third Supplemental Indenture, dated as of August 12, 2025, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P., Elk Merger Sub II, L.L.C., EnLink Midstream Partners, LP and U.S. Bank National Association, as trustee, with respect to 4.950% Notes due 2032 (incorporated by reference from Exhibit 4.2 to ONEOK Inc.’s Current Report on Form 8-K filed August 13, 2025 (File No. 1-13643)).
4.48 Thirty-Fourth Supplemental Indenture, dated as of August 12, 2025, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P., Elk Merger Sub II, L.L.C., EnLink Midstream Partners, LP and U.S. Bank National Association, as trustee, with respect to 5.400% Notes due 2035 (incorporated by reference from Exhibit 4.3 to ONEOK Inc.’s Current Report on Form 8-K filed August 13, 2025 (File No. 1-13643)).
4.49 Thirty-Fifth Supplemental Indenture, dated as of August 12, 2025, among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P., Elk Merger Sub II, L.L.C., EnLink Midstream Partners, LP and U.S. Bank National Association, as trustee, with respect to 6.250% Notes due 2055 (incorporated by reference from Exhibit 4.4 to ONEOK Inc.’s Current Report on Form 8-K filed August 13, 2025 (File No. 1-13643)).
4.50 Indenture, dated as of April 19, 2007, between Magellan Midstream Partners, L.P. and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.1 to Magellan Midstream Partners, L.P.’s Form 8-K, filed April 20, 2007 (File No. 1-16335)).
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4.51 First Supplemental Indenture, dated as of April 19, 2007, between Magellan Midstream Partners, L.P. and U.S. Bank National Association, as trustee, with respect to the 6.400% Senior Notes due 2037 (incorporated by reference from Exhibit 4.2 to Magellan Midstream Partners, L.P.’s Form 8-K, filed April 20, 2007 (File No. 1-16335)).
4.52 Second Supplemental Indenture, dated as of Sept ember 25, 2023, among Magellan Midstream Partners, L.P., ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference from Exhibit 4.5 to ONEOK Inc.’s Current Report on Form 8-K, filed Sept ember 25, 2023 (File No. 1-13643)).
4.53 Third Supplemental Indenture, dated as of Dec ember 13, 2023, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference from Exhibit 4.1 to ONEOK Inc.’s Current Report on Form 8-K filed Dec ember 14, 2023 (File No. 1-13643)).
4.54 Fourth Supplemental Indenture, dated as of Jan uary 31, 2025, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P., EnLink Midstream Partners, LP, Elk Merger Sub II, L.L.C., and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.12 to ONEOK, Inc.’s Current Report on Form 8-K, filed Feb ruary 5, 2025 (File No. 1-13643)).
4.55 Indenture, dated as of Aug ust 11, 2010, between Magellan Midstream Partners, L.P. and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.1 to Midstream Partners, L.P.’s Form 8-K, filed Aug ust 16, 2010 (File No. 1-16335)).
4.56 Second Supplemental Indenture, dated as of Nov ember 9, 2012, between ONEOK, Inc. (successor in interest to Magellan Midstream Partners, L.P.), and U.S. Bank National Association, as trustee, with respect to the 4.200% Senior Notes due 2042 (incorporated by reference from Exhibit 4.2 to Magellan Midstream Partners, L.P.’s Current Report on Form 8-K, filed Nov e m ber 9, 2012 (File No. 1-16335)).
4.57 Third Supplemental Indenture, dated as of Oct ober . 10, 2013, between ONEOK, Inc. (successor in interest to Magellan Midstream Partners, L.P.), and U.S. Bank National Association, as trustee, with respect to the 5.15% Senior Notes due 2043 (incorporated by reference from Exhibit 4.2 to Magellan Midstream Partners, L.P.’s Current Report on Form 8-K, filed Oct ober 10, 2013 (File No. 1-16335)).
4.58 Fifth Supplemental Indenture, dated as of March 4, 2015, between ONEOK, Inc. (successor in interest to Magellan Midstream Partners, L.P.), and U.S. Bank National Association, as trustee, with respect to the 4.20% Senior Notes due 2045 (incorporated by reference from Exhibit 4.3 to Magellan Midstream Partners, L.P.’s Current Report on Form 8-K, filed March 4, 2015 (File No. 1-16335)).
4.59 Sixth Supplemental Indenture, dated as of Feb ruary 29, 2016, between ONEOK, Inc. (successor in interest to Magellan Midstream Partners, L.P.), and U.S. Bank National Association, as trustee, with respect to the 5.00% Senior Notes due 2026 (incorporated by reference from Exhibit 4.2 to Magellan Midstream Partners, L.P.’s Current Report on Form 8-K, filed Feb ruary 29, 2016 (File No. 1-16335)) .
4.60 Seventh Supplemental Indenture, dated as of Sept ember 13, 2016, between ONEOK, Inc. (successor in interest to Magellan Midstream Partners, L.P.), and U.S. Bank National Association, as trustee, with respect to the 4.25% Senior Notes due 2046 (incorporated by reference from Exhibit 4.2 to Magellan Midstream Partners, L.P.’s Current Report on Form 8-K, filed Sept ember 13, 2016 (File No. 1-16335)).
4.61 Eighth Supplemental Indenture, dated as of Oct ober 3, 2017, between ONEOK, Inc. (successor in interest to Magellan Midstream Partners, L.P.), and U.S. Bank National Association, as trustee, with respect to the 4.200% Senior Notes due 2047 (incorporated by reference from Exhibit 4.2 to Magellan Midstream Partners, L.P.’s Current Report on Form 8-K, filed Oct ober 3, 2017 (File No. 1-16335)).
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4.62 Ninth Supplemental Indenture, dated as of Jan uary 18, 2019, between ONEOK, Inc. (successor in interest to Magellan Midstream Partners, L.P.), and U.S. Bank National Association, as trustee, with respect to the 4.850% Senior Notes due 2049 (incorporated by reference from Exhibit 4.2 to Magellan Midstream Partners, L.P.’s Current Report on Form 8-K, filed Jan uary 18, 2019 (File No. 1-16335)).
4.63 Tenth Supplemental Indenture, dated as of Aug ust 19, 2019, between ONEOK, Inc. (successor in interest to Magellan Midstream Partners, L.P.), and U.S. Bank National Association, as trustee, with respect to the 3.950% Senior Notes due 2050 (incorporated by reference from Exhibit 4.2 to Magellan Midstream Partners, L.P.’s Current Report on Form 8-K, filed Aug ust 19, 2019 (File No. 1-16335)).
4.64 Eleventh Supplemental Indenture, dated as of May 20, 2020, between ONEOK, Inc. (successor in interest to Magellan Midstream Partners, L.P.), and U.S. Bank National Association, as trustee, with respect to the 3.250% Senior Notes due 2030 (incorporated by reference from Exhibit 4.2 to Magellan Midstream Partners, L.P.’s Current Report on Form 8-K, filed May 20, 2020 (File No. 1-16335))
4.65 Twelfth Supplemental Indenture, dated as of Sept ember 25, 2023, among Magellan Midstream Partners, L.P., ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference from Exhibit 4.6 to ONEOK Inc.’s Current Report on Form 8-K, filed Sept ember 25, 2023 (File No. 1-13643)).
4.66 Thirteenth Supplemental Indenture, dated as of Dec ember 13, 2023, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and U.S. Bank Trust Company, National Association, as trustee, (incorporated by reference from Exhibit 4.2 to ONEOK Inc.’s Current Report on Form 8-K filed Dec ember 14, 2023 (File No. 1-13643)).
4.67 Fourteenth Supplemental Indenture, dated as of Jan uary 31, 2025, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P., EnLink Midstream Partners, LP, Elk Merger Sub II, L.L.C., and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.11 to ONEOK, Inc.’s Current Report on Form 8-K, filed Feb ruary 5, 2025 (File No. 1-13643)).
4.68 Indenture, dated as of March 19, 2014, by and between EnLink Midstream Partners, LP and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to EnLink Midstream Partners, LP’s Current Report on Form 8-K, filed March 21, 2014 (File No. 001-36340)).
4.69 First Supplemental Indenture, dated as of March 19, 2014, by and between EnLink Midstream Partners, LP and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.3 to EnLink Midstream Partners, LP’s Current Report on Form 8-K, filed March 21, 2014 (File No. 001-36340)).
4.70 Second Supplemental Indenture, dated as of Nov ember 12, 2014, by and between EnLink Midstream Partners, LP and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.3 to EnLink Midstream Partners, LP’s Current Report on Form 8-K, filed Nov ember 12, 2014 (File No. 001-36340)).
4.71 Fourth Supplemental Indenture, dated as of July 14, 2016, by and between EnLink Midstream Partners, LP and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to EnLink Midstream Partners, LP’s Current Report on Form 8-K, filed July 14, 2016 (File No. 001-36340)).
4.72 Fifth Supplemental Indenture, dated as of May 11, 2017, by and between EnLink Midstream Partners, LP and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to EnLink Midstream Partners, LP’s Current Report on Form 8-K, filed May 11, 2017 (File No. 001-36340)).
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4.73 Sixth Supplemental Indenture, dated as of Jan uary 31, 2025, by and among ONEOK, Inc., EnLink Midstream Partners, LP, Elk Merger Sub II, L.L.C., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.9 to ONEOK, Inc.’s Current Report on Form 8-K, filed Feb ruary 5, 2025 (File No. 1-13643)).
4.74 Indenture, dated as of April 9, 2019, by and between EnLink Midstream, LLC and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to EnLink Midstream, LLC’s Current Report on Form 8-K, filed April 9, 2019 (File No. 001-36336)).
4.75 First Supplemental Indenture, dated as of April 9, 2019, by and among EnLink Midstream, LLC, EnLink Midstream Partners, LP, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to EnLink Midstream, LLC’s Current Report on Form 8-K, filed April 9, 2019 (File No. 001-36336)).
4.76 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. 001-36336).
4.77 Third Supplemental Indenture, dated as of Jan uary 31, 2025, by and among ONEOK, Inc., Elk Merger Sub II, L.L.C., EnLink Midstream Partners, LP, ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.5 to ONEOK, Inc.’s Current Report on Form 8-K, filed Feb ruary 5, 2025 (File No. 1-13643)).
4.78 Indenture, dated as of Dec ember 17, 2020, by and among EnLink Midstream, LLC, as issuer, EnLink Midstream Partners, LP, as guarantor, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to EnLink Midstream, LLC’s Current Report on Form 8-K, filed Dec ember 18, 2020 (File No. 001-36336))
4.79 First Supplemental Indenture, dated as of Jan uary 31, 2025, by and among Elk Merger Sub II, L.L.C., as issuer, EnLink Midstream Partners, LP, as guarantor, and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to EnLink Midstream, LLC’s Current Report on Form 8-K, filed Jan uary 31, 2025, File No. 001-36336).
4.80 Second Supplemental Indenture, dated as of Jan uary 31, 2025, by and among ONEOK, Inc., Elk Merger Sub II, L.L.C., EnLink Midstream Partners, LP, ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.6 to ONEOK, Inc.’s Current Report on Form 8-K, filed Feb ruary 5, 2025 (File No. 1-13643)).
4.81 Indenture, dated as of Aug ust 31, 2022, by and among EnLink Midstream, LLC, as issuer, EnLink Midstream Partners, LP, as guarantor, and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to EnLink Midstream, LLC’s Current Report on Form 8-K, filed on Aug ust 31, 2022 (File No. 001-36336)).
4.82 First Supplemental Indenture, dated as of Jan uary 31, 2025, by and among Elk Merger Sub II, L.L.C., as issuer, EnLink Midstream Partners, LP, as guarantor, and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 to EnLink Midstream, LLC’s Current Report on Form 8-K, filed Jan uary 31, 2025, File No. 001-36336).
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4.83 Second Supplemental Indenture, dated as of Jan uary 31, 2025, by and among ONEOK, Inc., Elk Merger Sub II, L.L.C., EnLink Midstream Partners, LP, ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.7 to ONEOK, Inc.’s Current Report on Form 8-K, filed Feb ruary 5, 2025 (File No. 1-13643)).
4.84 Indenture, dated as of Aug ust 15, 2024, by and among EnLink Midstream, LLC, as issuer, EnLink Midstream Partners, LP, as guarantor, and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to EnLink Midstream, LLC’s Current Report on Form 8-K, filed Aug ust 15, 2024 (File No. 001-36336)).
4.85 First Supplemental Indenture, dated as of August 15, 2024, by and among EnLink Midstream, LLC, as issuer, EnLink Midstream Partners, LP, as guarantor, and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to EnLink Midstream, LLC’s Current Report on Form 8-K, filed Aug ust 15, 2024 (File No. 001-36336)).
4.86 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 Jan uary 31, 2025, File No. 001-36336).
4.87 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. and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.8 to ONEOK, Inc.’s Current Report on Form 8-K, filed Feb ruary 5, 2025 (File No. 1-13643)).
4.88 Description of securities .
10
ONEOK, Inc. 2005 Supplemental Executive Retirement Plan, as amended and restated, dated as of December 18, 2008 (incorporated by reference from Exhibit 10.3 to ONEOK, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed February 25, 2009 (File No. 1-13643)).
10.1 Form of Indemnification Agreement between ONEOK, Inc. and ONEOK, Inc. officers and directors, as amended (incorporated by reference from Exhibit 10.5 to ONEOK, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed February 25, 2015 (File No. 1-13643)).
10.2 ONEOK, Inc. Supplemental Executive Retirement Plan terminated and frozen December 31, 2004 (incorporated by reference from Exhibit 10.1 to ONEOK, Inc ’ s Current Report on Form 8-K filed December 20, 2004 (File No. 1- 13643 )) .
10.3 ONEOK, Inc. Employee Nonqualified Deferred Compensation Plan, as amended and restated December 16, 2004 (incorporated by reference from Exhibit 10.3 to ONEOK, Inc.’s Current Report on Form 8-K filed December 20, 2004 (File No. 1-13643)).
10.4 ONEOK, Inc. 2005 Nonqualified Deferred Compensation Plan, as amended and restated, dated as of December 18, 2008 (incorporated by reference from Exhibit 10.8 to ONEOK, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed February 25, 2009 (File No. 1-13643)).
10.5 ONEOK, Inc. Deferred Compensation Plan for Non-Employee Directors, as amended and restated May 22, 2024 .
10.6 Amended and Restated Limited Liability Company Agreement of Overland Pass Pipeline Company LLC entered into between ONEOK Overland Pass Holdings, L.L.C. and Williams Field Services Company, LLC, dated as of May 31, 2006 (incorporated by reference to Exhibit 10.6 to ONEOK Partners, L.P.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed August 4, 2006 (File No. 1-12202)).
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10.7 ONEOK, Inc. Officer Change in Control Severance Plan (incorporated by reference from Exhibit 10.1 to ONEOK, Inc.’s Current Report on Form 8-K filed July 22, 2011 (File No. 1-13643)).
10.8 Form of 2023 Restricted Unit Stock Award Agreement, dated as of February 22, 2023 (incorporated by reference from Exhibit 10.15 to ONEOK, Inc.’s Annual Report on Form 10-K, filed February 28, 2023 (File No. 1-13643)).
10.9 Form of 2023 Performance Unit Award Agreement, dated as of February 22, 2023 (incorporated by reference from Exhibit 10.16 to ONEOK, Inc.’s Annual Report on Form 10-K, filed February 28, 2023 (File No. 1-13643)).
10.10
ONEOK, Inc. Equity Incentive Plan (incorporated by reference to Appendix A to ONEOK, Inc.’s definitive proxy statement on Schedule 14A filed on April 5, 2018 (File No. 1-13643)).
10.11 ONEOK, Inc. Equity Compensation Plan, as amended and restated, dated as of December 18, 2008 (incorporated by reference from Exhibit 10.44 to ONEOK, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed February 25, 2009 (File No. 1-13643)).
10.12 Equity Distribution Agreement, dated as of August 3, 2023, among ONEOK, Inc., and BofA Securities, Inc., as sales agent, principals and/or forward sellers, as forward purchasers (incorporated by reference from Exhibit 1.1 to ONEOK, Inc.’s Current Report on Form 8-K with a filed August 3, 2023 (File No. 1-13643)).
10.13 Form of 2024 Restricted Unit Award Agreement, dated as of February 2 1 , 2024 (incorporated by reference from Exhibit 10.24 to ONEOK, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 27, 2024 (File No. 1-13643)).
10.14 Form of 2024 Performance Unit Award Agreement, dated as of February 2 1 , 2024 (incorporated by reference from Exhibit 10.25 to ONEOK, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 27, 2024 (File No. 1-13643)).
10.15 ONEOK, Inc., 2025 Equity Incentive Plan, effective as of May 21, 2025 (incorporated by reference from Exhibit 10.1 to ONEOK, Inc.’s Current Report on Form 8-K filed May 22, 2025 (File No. 1-13643)).
10.16 Form of 2025 Restricted Unit Award Agreement, dated as of Feb. 19, 2025 (i ncorporated by reference from Exhibit 10.23 to ONEOK, Inc . ’ s Annual Report on Form 10-K for the fisca l year ended December 31, 2024, filed February 25, 2025 ( File No. 1-13643)).
10.17 Form of 2025 Performance Unit Award Agreement, dated as of Feb. 19, 2025 (incorporated by reference from Exhibit 10.2 4 to ONEOK, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed February 25, 2025 (File No. 1-13643)) .
10.18 Form of 2025 Performance Unit Award Agreement pursuant to the ONEOK, Inc. 2025 Equity Incentive Plan (incorporated by reference from Exhibit 10.3 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed August 5, 2025 (File No. 1-13643)).
10.19 Form of 2025 Restricted Unit Award Agreement pursuant to the ONEOK, Inc. 2025 Equity Incentive Plan (incorporated by reference from Exhibit 10. 4 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed August 5, 2025 (File No. 1-13643)).
10.20 Form of 2026 Restricted Unit Award Agreement.
10.21 Form of 2026 Performance Unit Award Agreement.
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10.22 ONEOK, Inc. 2020 Nonqualified Deferred Compensation Plan, as amended and res tated January 1, 202 5 .
10.23 Restricted Unit Award Agreement between ONEOK, Inc. and Darren Wallis (incorporated by reference to Exhibit 10.4 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for the quarter ended Sept ember 30, 2022, filed Nov ember 2, 2022 (File No. 1-13643)).
10.24*
Second Amended and Restated Credit Agreement, dated as of Feb ruary 14, 2025, by and amount 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 Feb ruary 20, 2025 (File No. 1-13643)).
10.25 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. (incorporated by reference from Exhibit 10.2 to ONEOK, Inc.’s Current Report on Form 8-K, filed February 20, 2025 (File No. 1-13643)).
10.26 EnLink Midstream, LLC 2014 Long-Term Incentive Plan, as amended and restated, dated December 16, 2021 (incorporated by reference to EnLink Midstream, LLC’s Exhibit 10.3 to Form 10-K, filed February 16, 2022 (File No. 001-36336)).
10.27 Support Agreement, dated as of November 24, 2024, by and among ONEOK, Inc. and EnLink Midstream, LLC (incorporated by reference to Exhibit 10.1 to ONEOK, Inc.’s Current Report on Form 8-K, filed November 25, 2024 (File No. 1-13643)).
10.28 O NEOK, I nc. Annual Officer Incentive Plan , as amended and restated November 6, 2024.
19 Securities and Insider Trading Policy
21 Required information concerning the registrant’s subsidiaries.
22.1 List of subsidiary guarantors and issuers of guaranteed securities.
23 Consent of Independent Registered Public Accounting Firm - PricewaterhouseCoopers LLP.
31.1 Certification of Pierce H. Norton II pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Walter S. Hulse III pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Pierce H. Norton II pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished only pursuant to Rule 13a-14(b)).
32.2 Certification of Walter S. Hulse III pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished only pursuant to Rule 13a-14(b)).
97 Compensation Recoupment Policy of ONEOK, Inc.
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL Inline XBRL Taxonomy Calculation Linkbase Document.
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101.DEF Inline XBRL Taxonomy Extension Definitions Document.
101.LAB Inline XBRL Taxonomy Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Presentation Linkbase Document.
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).
*Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. ONEOK undertakes to furnish supplemental copies of any of the omitted annexes, schedules and exhibits to the SEC upon its request.
Attached as Exhibit 101 to this Annual Report are the following Inline XBRL-related documents: (i) Document and Entity Information; (ii) Consolidated Statements of Income for the years ended December 31, 2025, 2024 and 2023; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023; (iv) Consolidated Balance Sheets at December 31, 2025 and 2024; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023; (vi) Consolidated Statements of Changes in Equity for the years ended December 31, 2025, 2024 and 2023 and (vii) Notes to Consolidated Financial Statements.
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ONEOK, Inc.
Registrant
Date: February 24, 2026 By: /s/ Walter S. Hulse III
Walter S. Hulse III
Chief Financial Officer, Treasurer and
Executive Vice President, Investor Relations
and Corporate Development
(Principal Financial Officer)
Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on this 24th day of February 2026.
/s/ Julie H. Edwards /s/ Pierce H. Norton II
Julie H. Edwards Pierce H. Norton II
Board Chair President, Chief Executive Officer and
Director
/s/ Walter S. Hulse III /s/ Mary M. Spears
Walter S. Hulse III Mary M. Spears
Chief Financial Officer, Treasurer and Senior Vice President and Chief
Executive Vice President, Investor Accounting Officer, Finance and Tax
Relations and Corporate Development
/s/ Brian L. Derksen /s/ Pattye L. Moore
Brian L. Derksen Pattye L. Moore
Director Director
/s/ Lori A. Gobillot
/s/ Precious W. Owodunni
Lori A. Gobillot
Precious W. Owodunni
Director Director
/s/ Mark W. Helderman /s/ Eduardo A. Rodriguez
Mark W. Helderman Eduardo A. Rodriguez
Director Director
/s/ Randall J. Larson /s/ Gerald B. Smith
Randall J. Larson Gerald B. Smith
Director Director
/s/ Mark A. McCollum
/s/ Wayne T. Smith
Mark A. McCollum Wayne T. Smith
Director
Director
131