Directors & Officers
Directors & Officers
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Part III.
Item 10. Directors, Executive Officers and Corporate Governance 116
Item 11. Executive Compensation 116
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 116
Item 13. Certain Relationships and Related Transactions, and Director Independence 117
Item 14. Principal Accounting Fees and Services 117
Part IV.
Item 15. Exhibits, Financial Statement Schedules 118
Item 16. Form 10-K Summary 130
Signatures 131
As used in this Annual Report, references to "ONEOK," "we," "our," or "us" refer to ONEOK, Inc., an Oklahoma corporation, and its predecessors and subsidiaries, including Magellan, EnLink and Medallion, unless the context indicates otherwise.
The statements in this Annual Report that are not historical information, including statements concerning plans and objectives of management for future operations, economic performance or related assumptions, are forward-looking statements. Forward-looking statements may include words such as "anticipates," "believes," "continues," "could," "estimates," "expects," "forecasts," "goal," "guidance," "intends," "may," "might," "outlook," "plans," "potential," "projects," "scheduled," "should," "target," "will," "would" and other words and terms of similar meaning. Although we believe that our expectations regarding future events are based on reasonable assumptions, we can give no assurance that such expectations or assumptions will be achieved. Important factors that could cause actual results to differ materially from those in the forward-looking statements are described under Part I, Item 1A, Risk Factors.
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GLOSSARY
The abbreviations, acronyms and industry terminology used in this Annual Report are defined as follows:
$2.5 Billion Credit Agreement ONEOK's $2.5 billion amended and restated revolving credit agreement, replaced by the $3.5 Billion Credit Agreement
$3.5 Billion Credit Agreement ONEOK's $3.5 billion amended and restated revolving credit agreement
AFUDC Allowance for funds used during construction
Annual Report Annual Report on Form 10-K for the year ended December 31, 2025
Ascension Ascension Pipeline Company, LLC, a 50% owned joint venture
Bbl Barrels, 1 barrel is equivalent to 42 United States gallons
Bcf Billion cubic feet
Bcf/d Billion cubic feet per day
BridgeTex BridgeTex Pipeline Company, LLC, a 30% owned joint venture, and after the BridgeTex Additional Interest Acquisition, a 60% owned joint venture
BridgeTex Additional Interest Acquisition The transaction completed on July 22, 2025, pursuant to which ONEOK acquired an additional 30% interest in BridgeTex
Delaware Basin JV Delaware G&P LLC, a 50.1% owned joint venture, and after the Delaware Basin JV Acquisition, a wholly owned subsidiary of ONEOK
Delaware Basin JV Acquisition The transaction completed on May 28, 2025, pursuant to which ONEOK acquired the remaining 49.9% noncontrolling interest in Delaware Basin JV
EBITDA Earnings before interest expense, income taxes, depreciation and amortization
Eiger Eiger Express Pipeline, LLC, a 25.5% owned joint venture, including the 10.5% held through Matterhorn
EnLink EnLink Midstream, LLC, and after the EnLink Acquisition, Elk Merger Sub II, L.L.C., a wholly owned subsidiary of ONEOK
EnLink Acquisition The transaction completed on January 31, 2025, pursuant to which ONEOK acquired all of the publicly held EnLink Units in a tax-free transaction, pursuant to the EnLink Merger Agreement
EnLink Acquisitions The EnLink Controlling Interest Acquisition and the EnLink Acquisition
EnLink AR Facility EnLink's $500 million accounts receivable securitization facility
EnLink Controlling Interest Acquisition The transaction completed on October 15, 2024, pursuant to which ONEOK acquired (i) approximately 43% of the outstanding EnLink Units and (ii) all of the outstanding limited liability company interests in EnLink Midstream Manager, LLC, pursuant to the EnLink Purchase Agreement
EnLink Merger Agreement Agreement and Plan of Merger, dated as of November 24, 2024, by and among ONEOK, Inc., Elk Merger Sub I, L.L.C., Elk Merger Sub II L.L.C., EnLink and EnLink Midstream Manager, LLC
EnLink Partners EnLink Midstream Partners, LP, a wholly owned subsidiary of ONEOK
EnLink Purchase Agreement Purchase agreement, dated August 28, 2024, by and among ONEOK, GIP III Stetson I, L.P., GIP III Stetson II, L.P. and EnLink Midstream Manager, LLC
EnLink Revolving Credit Facility EnLink's $1.4 billion unsecured credit facility
EnLink Units Common units representing limited liability company interests in EnLink
EPS Earnings per share of common stock
ESG Environmental, social and governance
Exchange Act Securities Exchange Act of 1934, as amended
FERC Federal Energy Regulatory Commission
Fitch Fitch Ratings, Inc.
GAAP Accounting principles generally accepted in the United States of America
GHG Greenhouse gas
GIP Global Infrastructure Partners and certain of its managed fund vehicles, including GIP III Stetson I, L.P., GIP III Stetson II, L.P., GIP III Trophy GP 2, GIP III Trophy Acquisition
Guardian Guardian Pipeline, L.L.C.
Guardian Term Loan Agreement Guardian's senior unsecured three-year $120 million term loan agreement dated June 2022
Intermediate Partnership ONEOK Partners Intermediate Limited Partnership, a wholly owned subsidiary of ONEOK
Magellan Magellan Midstream Partners, L.P., a wholly owned subsidiary of ONEOK
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Magellan Acquisition The transaction completed on September 25, 2023, pursuant to which ONEOK acquired all of Magellan's outstanding common units in a cash-and-stock transaction, pursuant to the Magellan Merger Agreement
Magellan Merger Agreement Agreement and Plan of Merger of ONEOK, Otter Merger Sub, LLC and Magellan, dated May 14, 2023
Matterhorn MXP Parent, LLC, a 15% owned joint venture
MBbl/d Thousand barrels per day
MBTC Pipeline MBTC Pipeline LLC, an 80% owned joint venture
MDth/d Thousand dekatherms per day
Medallion GIP III Trophy Intermediate Holdings, L.P., and after the Medallion Acquisition, Medallion Parent Holdings, L.L.C., a wholly owned subsidiary of ONEOK
Medallion Acquisition The transaction completed on October 31, 2024, pursuant to which ONEOK (i) became general partner of Medallion and (ii) acquired all of the issued and outstanding limited partner interests in Medallion from GIP
MMBbl Million barrels
MMcf/d Million cubic feet per day
Moody's Moody's Investors Service, Inc.
MVP MVP Terminalling, LLC, a 25% owned joint venture
Natural Gas Act Natural Gas Act of 1938, as amended
NGL(s) Natural gas liquid(s)
Northern Border Northern Border Pipeline Company, a 50% owned joint venture
NYMEX New York Mercantile Exchange
NYSE New York Stock Exchange
ONEOK ONEOK, Inc.
ONEOK Partners ONEOK Partners, L.P., a wholly owned subsidiary of ONEOK
Overland Pass Overland Pass Pipeline Company, LLC, a 50% owned joint venture
POP Percent of Proceeds
Purity NGLs Marketable natural gas liquid purity products, such as ethane, ethane/propane mix, propane, iso-butane, normal butane and natural gasoline
Quarterly Report(s) Quarterly Report(s) on Form 10-Q
Refined Products The output from crude oil refineries, including products such as gasoline, diesel fuel, aviation fuel, kerosene and heating oil
RINs Renewable Identification Numbers, which represent credits required for renewable fuel standard compliance
Roadrunner Roadrunner Gas Transmission Holdings, LLC, a 50% owned joint venture
S&P S&P Global Ratings
Saddlehorn Saddlehorn Pipeline Company, LLC, a 40% owned joint venture
SCOOP South Central Oklahoma Oil Province, an area in the Anadarko Basin in Oklahoma
SEC Securities and Exchange Commission
Securities Act Securities Act of 1933, as amended
Series B Preferred Units EnLink Partners' Series B Cumulative Convertible Preferred Units
Series C Preferred Units EnLink Partners' Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units
STACK Sooner Trend Anadarko Canadian Kingfisher, an area in the Anadarko Basin in Oklahoma
Term SOFR The forward-looking term rate based on Secured Overnight Financing Rate (SOFR)
Texas City Logistics Texas City Logistics, LLC, a 50% owned joint venture
Viking Viking Gas Transmission Company
Viking Term Loan Agreement Viking's senior unsecured three-year $60 million term loan agreement dated March 2023
WhiteWater WhiteWater Midstream, LLC, the operator of Matterhorn and Eiger pipelines
XBRL eXtensible Business Reporting Language
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PART I
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.