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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025.

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________.

Commission file number 001-13643

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ONEOK, Inc.

(Exact name of registrant as specified in its charter)

Oklahoma73-1520922
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
100 West Fifth Street,Tulsa,OK74103
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code (918) 588-7000

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value of $0.01OKENew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒.

Aggregate market value of registrant’s common stock held by non-affiliates based on the closing trade price on June 30, 2025, was $51.1 billion.

On February 16, 2026, the Company had 629,783,634 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the definitive proxy statement to be delivered to shareholders in connection with the Annual Meeting of Shareholders to be held May 20, 2026, are incorporated by reference in Part III.

ONEOK, Inc.

2025 ANNUAL REPORT

TABLE OF CONTENTS

Part I.Page No.
Item 1.Business6
Item 1A.Risk Factors30
Item 1B.Unresolved Staff Comments44
Item 1C.Cybersecurity45
Item 2.Properties45
Item 3.Legal Proceedings45
Item 4.Mine Safety Disclosures46
Part II.
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities46
Item 6.[Reserved]47
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations48
Item 7A.Quantitative and Qualitative Disclosures about Market Risk62
Item 8.Financial Statements and Supplementary Data
Notes to Consolidated Financial Statements
A. Summary of Significant Accounting Policies71
B. Acquisitions and Divestitures80
C. Fair Value Measurements87
D. Risk-Management and Hedging Activities using Derivatives87
E. Property, Plant and Equipment91
F. Goodwill and Intangible Assets92
G. Debt93
H. Equity96
I. Variable Interest Entities98
J. Earnings Per Share99
K. Share-Based Payments99
L. Employee Benefit Plans102
M. Income Taxes106
N. Unconsolidated Affiliates108
O. Commitments and Contingencies109
P. Leases110
Q. Revenues110
R. Segments111
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure115
Item 9A.Controls and Procedures115
Item 9B.Other Information116
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections116

Table of Contents

TABLE OF CONTENTS (CONTINUED)
Part III.
Item 10.Directors, Executive Officers and Corporate Governance116
Item 11.Executive Compensation116
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters116
Item 13.Certain Relationships and Related Transactions, and Director Independence117
Item 14.Principal Accounting Fees and Services117
Part IV.
Item 15.Exhibits, Financial Statement Schedules118
Item 16.Form 10-K Summary130
Signatures131

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.

Table of Contents

GLOSSARY

The abbreviations, acronyms and industry terminology used in this Annual Report are defined as follows:

$2.5 Billion Credit AgreementONEOK’s $2.5 billion amended and restated revolving credit agreement, replaced by the $3.5 Billion Credit Agreement
$3.5 Billion Credit AgreementONEOK’s $3.5 billion amended and restated revolving credit agreement
AFUDCAllowance for funds used during construction
Annual ReportAnnual Report on Form 10-K for the year ended December 31, 2025
AscensionAscension Pipeline Company, LLC, a 50% owned joint venture
BblBarrels, 1 barrel is equivalent to 42 United States gallons
BcfBillion cubic feet
Bcf/dBillion cubic feet per day
BridgeTexBridgeTex Pipeline Company, LLC, a 30% owned joint venture, and after the BridgeTex Additional Interest Acquisition, a 60% owned joint venture
BridgeTex Additional Interest AcquisitionThe transaction completed on July 22, 2025, pursuant to which ONEOK acquired an additional 30% interest in BridgeTex
Delaware Basin JVDelaware 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 AcquisitionThe transaction completed on May 28, 2025, pursuant to which ONEOK acquired the remaining 49.9% noncontrolling interest in Delaware Basin JV
EBITDAEarnings before interest expense, income taxes, depreciation and amortization
EigerEiger Express Pipeline, LLC, a 25.5% owned joint venture, including the 10.5% held through Matterhorn
EnLinkEnLink Midstream, LLC, and after the EnLink Acquisition, Elk Merger Sub II, L.L.C., a wholly owned subsidiary of ONEOK
EnLink AcquisitionThe 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 AcquisitionsThe EnLink Controlling Interest Acquisition and the EnLink Acquisition
EnLink AR FacilityEnLink’s $500 million accounts receivable securitization facility
EnLink Controlling Interest AcquisitionThe 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 AgreementAgreement 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 PartnersEnLink Midstream Partners, LP, a wholly owned subsidiary of ONEOK
EnLink Purchase AgreementPurchase 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 FacilityEnLink’s $1.4 billion unsecured credit facility
EnLink UnitsCommon units representing limited liability company interests in EnLink
EPSEarnings per share of common stock
ESGEnvironmental, social and governance
Exchange ActSecurities Exchange Act of 1934, as amended
FERCFederal Energy Regulatory Commission
FitchFitch Ratings, Inc.
GAAPAccounting principles generally accepted in the United States of America
GHGGreenhouse gas
GIPGlobal 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
GuardianGuardian Pipeline, L.L.C.
Guardian Term Loan AgreementGuardian’s senior unsecured three-year $120 million term loan agreement dated June 2022
Intermediate PartnershipONEOK Partners Intermediate Limited Partnership, a wholly owned subsidiary of ONEOK
MagellanMagellan Midstream Partners, L.P., a wholly owned subsidiary of ONEOK

Table of Contents

Magellan AcquisitionThe 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 AgreementAgreement and Plan of Merger of ONEOK, Otter Merger Sub, LLC and Magellan, dated May 14, 2023
MatterhornMXP Parent, LLC, a 15% owned joint venture
MBbl/dThousand barrels per day
MBTC PipelineMBTC Pipeline LLC, an 80% owned joint venture
MDth/dThousand dekatherms per day
MedallionGIP III Trophy Intermediate Holdings, L.P., and after the Medallion Acquisition, Medallion Parent Holdings, L.L.C., a wholly owned subsidiary of ONEOK
Medallion AcquisitionThe 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
MMBblMillion barrels
MMcf/dMillion cubic feet per day
Moody’sMoody’s Investors Service, Inc.
MVPMVP Terminalling, LLC, a 25% owned joint venture
Natural Gas ActNatural Gas Act of 1938, as amended
NGL(s)Natural gas liquid(s)
Northern BorderNorthern Border Pipeline Company, a 50% owned joint venture
NYMEXNew York Mercantile Exchange
NYSENew York Stock Exchange
ONEOKONEOK, Inc.
ONEOK PartnersONEOK Partners, L.P., a wholly owned subsidiary of ONEOK
Overland PassOverland Pass Pipeline Company, LLC, a 50% owned joint venture
POPPercent of Proceeds
Purity NGLsMarketable 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 ProductsThe output from crude oil refineries, including products such as gasoline, diesel fuel, aviation fuel, kerosene and heating oil
RINsRenewable Identification Numbers, which represent credits required for renewable fuel standard compliance
RoadrunnerRoadrunner Gas Transmission Holdings, LLC, a 50% owned joint venture
S&PS&P Global Ratings
SaddlehornSaddlehorn Pipeline Company, LLC, a 40% owned joint venture
SCOOPSouth Central Oklahoma Oil Province, an area in the Anadarko Basin in Oklahoma
SECSecurities and Exchange Commission
Securities ActSecurities Act of 1933, as amended
Series B Preferred UnitsEnLink Partners’ Series B Cumulative Convertible Preferred Units
Series C Preferred UnitsEnLink Partners’ Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units
STACKSooner Trend Anadarko Canadian Kingfisher, an area in the Anadarko Basin in Oklahoma
Term SOFRThe forward-looking term rate based on Secured Overnight Financing Rate (SOFR)
Texas City LogisticsTexas City Logistics, LLC, a 50% owned joint venture
VikingViking Gas Transmission Company
Viking Term Loan AgreementViking’s senior unsecured three-year $60 million term loan agreement dated March 2023
WhiteWaterWhiteWater Midstream, LLC, the operator of Matterhorn and Eiger pipelines
XBRLeXtensible Business Reporting Language

Table of Contents

PART I

Next: Item 1. BUSINESS