ONEOK (OKE) 10-K risk factor changes: FY2025 vs FY2024

If we are not able to obtain new supplies to replace the natural decline in volumes from existing production or reductions in volumes because of competition, throughput on our gathering and transportation pipeline systems and the utilization rates of our processing and fractionation facilities would decline, which could [removed: affect] adversely [added: affect] our business, results of operations, financial position and cash flows.

Our operating results may be [removed: affected] adversely [added: affected] by unfavorable economic and market conditions.

Uncertainty or adverse changes in economic conditions worldwide, in the United States, or in the economic regions in which we operate, could negatively affect the crude oil and natural gas markets, resulting in reduced demand and increased price competition for our services and products, or otherwise [removed: affect] adversely [added: affect] our business, results of operations, financial position and cash flows.

[added: Periods of severe volatility in equity and credit] markets may disrupt our access to such markets, make it difficult to obtain financing necessary to expand facilities or acquire assets, increase financing costs and result in the imposition of restrictive financial covenants.

[removed: While inflation has declined since the second half of 2022, inflationary] [added: Inflationary] pressures have resulted in, and may continue to result in, additional increases to the cost of our materials, services and personnel, which could increase our capital expenditures and operating costs.

Sustained levels of high inflation [removed: caused] [added: could cause] the Federal Reserve System and other central banks to increase interest rates, which [removed: may] [added: could] cause the cost of capital to increase and depress economic growth, either of which, or the combination of both, could [removed: affect] adversely [added: affect] our business, results of operations, financial position and cash flows.

The volatility of natural gas, NGL, Refined Products and crude oil prices could [removed: affect] adversely [added: affect] our earnings and cash flows.

- the occurrence of wars (such as the Russian invasion of Ukraine), the activities of the Organization of Petroleum Exporting Countries (OPEC) and other non-OPEC oil producing countries with large production capacity, or other geopolitical conditions (including instability in the Middle [removed: East)] [added: East and Venezuela)] impacting supply and demand for natural gas, NGLs, Refined Products and crude oil;

- production decisions by other countries, and the failure of countries to abide by [removed: recent] agreements relating to production decisions;

- public health crises, including [removed: pandemics (such as COVID-19);][added: pandemics;]

- the effects of imports and exports on the price of natural gas, NGLs, Refined Products, crude oil and [removed: liquefied] [added: liquified] natural gas;

These external factors and the volatile nature of the energy markets make it difficult to reliably estimate future prices of commodities and the impact commodity price fluctuations have on our customers and their need for our services, which could [removed: affect] adversely [added: affect] our business, results of operations, financial position and cash flows.

[removed: Changes in the quality or quantity of this crude oil production, outages at these refineries or reduced or interrupted throughput on gathering systems or pipelines due to weather-related or other natural causes,] competitive forces, testing, line repair, damage, reduced operating pressures or other causes could reduce shipments on our pipelines or result in our being unable to receive products at or deliver products from our terminals, any of which could adversely affect our business, results of operations, financial position and cash flows.

[removed: Increasing attention to] [added: Scrutiny and conflicting stakeholder expectations regarding] ESG issues, including climate change, may impact our business.

In addition, [removed: increasing attention to] [added: scrutiny regarding] climate change [added: and other ESG matters] has resulted in an increased likelihood of governmental investigations, regulation, shareholder activism and private [removed: litigation,] [added: litigation by both advocates and opponents of such matters,] which could increase our costs or otherwise [removed: affect] adversely [added: affect] our business.

[removed: To the extent that the potential pathways we have identified to achieve this] [added: For example, our] emissions reduction [removed: target are not available to us, or] [added: targets depend on a range of factors, and] to the extent [added: these do not manifest or] we otherwise are unable to make progress [removed: toward other ESG-related] [added: on such] targets [removed: we may establish,] [added: or other initiatives,] we may face additional costs [removed: to meet these targets,] or [removed: we may fail] [added: be unable] to meet [removed: them,] [added: our targets,] which could negatively impact our business and reputation.

Our operations are subject to operational hazards and unforeseen interruptions, which could [removed: affect] adversely [added: affect] our business and for which we may not be adequately insured.

Other operational hazards and unforeseen interruptions include adverse weather conditions (including extreme cold weather), public health crises including a [removed: pandemic (such as COVID-19),] [added: pandemic,] cybersecurity attacks, geopolitical events, accidents, explosions, fires, the collision of equipment with our pipeline facilities (for example, this may occur if a third party were to perform excavation or construction work near our facilities) and catastrophic events such as tornados, hurricanes, earthquakes, floods and other similar events beyond our control.

The occurrence of operational hazards and unforeseen interruptions could [removed: affect] adversely [added: affect] our business, results of operations, financial position and cash flows.

If we were to incur a significant liability for which we were not fully insured, it could [removed: affect] adversely [added: affect] our business, results of operations, financial position and cash flows.

Further, the proceeds of any such insurance [added: policies] may not be paid in a timely manner or reach the level of coverage purchased.

This could result in decreased revenues, increased costs and lower margins, [removed: affecting] adversely [added: affecting] our results of operations.

- the price risk related to [removed: electric] [added: electricity] costs to operate our facilities; and

[removed: However, we] [added: We] do not hedge fully against commodity price changes, and we therefore retain some exposure to market risk.

[removed: Further,] [added: Finally,] hedging instruments that are used to reduce our exposure to interest-rate fluctuations could expose us to risk of financial loss where we may contract for fixed-rate swap instruments to hedge variable-rate instruments and the fixed rate exceeds the variable rate.

[removed: Finally,] [added: Further,] hedging arrangements for forecasted sales and purchases are used to reduce our exposure to commodity price fluctuations and may limit the benefit we would otherwise receive if market prices for natural gas, NGLs, Refined Products and crude oil differ from the stated price in the hedge instrument for these commodities.

A breach of information security, including a cybersecurity attack, or failure of one or more key information technology or operational systems, or those of third parties, may [removed: affect] adversely [added: affect] our operations, financial results or reputation.

If any of our systems is damaged, fails to function properly or otherwise becomes unavailable, we may incur substantial costs to repair or replace them and may experience loss or corruption of critical data and interruptions or delays in our ability to perform critical functions, which could [removed: affect] adversely [added: affect] our business and results of operations.

Our financial results could also be [removed: affected] adversely [added: affected] if our operational systems fail as a result of an inadvertent error or by deliberate tampering with or manipulation of our operational systems.

Terrorist attacks, including cyber sabotage, aimed at our facilities could [removed: affect] adversely [added: affect] our business, results of operations, financial position and cash flows.

- inflationary pressure, along with pressure that may arise from the imposition by the federal government of tariffs on non-U.S. produced construction materials, could increase our costs for construction [removed: materials] [added: materials, equipment] or labor.

As a result, new facilities may not be able to attract enough natural gas, NGLs, Refined Products and crude oil to achieve our expected investment return, which could [removed: affect] adversely [added: affect] our business, results of operations, financial position and cash flows.

A decline in such volumes could [removed: affect] adversely [added: affect] our business, results of operations, financial position and cash flows.

[added: Our loss of these] rights, through our inability to renew right-of-way contracts on acceptable terms or increased costs to renew such rights, could [removed: affect] adversely [added: affect] our business, results of operations, financial position and cash flows.

Each of these factors may contribute to measurement adjustments that may occur on our systems, which could [removed: affect] adversely [added: affect] our business, results of operations, financial position and cash flows.

Our pipeline, processing, fractionation, terminal and storage assets compete with other similar assets for natural gas, [removed: NGL,] [added: NGLs,] Refined Products and crude oil supply delivered to the markets we serve.

As a result of competition, we may have significant levels of uncontracted or discounted capacity on our assets, which could [removed: affect] adversely [added: affect] our business, results of operations, financial position and cash flows.

Any significant increase in these expenditures, costs or liabilities could [removed: affect] adversely [added: affect] our business, results of operations, financial position and cash flows.

Our operating cash flows are derived partially from cash distributions we receive from our unconsolidated affiliates, as discussed in Note [removed: O] [added: N] of the Notes to Consolidated Financial Statements in this Annual Report.

Examples of [removed: these more significant] activities [added: requiring joint-venture participant approval] are large expenditures or contractual commitments, the construction or acquisition of assets, borrowing [removed: money] [added: cash] or otherwise raising capital, transactions with affiliates of a joint-venture participant, litigation and transactions not in the ordinary course of business, among others.

In addition, future tariffs, trade restrictions or retaliatory measures could further increase our input costs, lengthen delivery schedules or disrupt the availability of key components, particularly if we are unable to manage lead times for materials and equipment used in constructing capital projects or to enter into procurement agreements for long‑lead items to mitigate such risks.

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Changes in the quality or quantity of this crude oil production, outages at these refineries or reduced or interrupted throughput on gathering systems or pipelines due to weather-related or other natural causes,

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Companies are subject to scrutiny from customers, investors, rating agencies, policymakers and other stakeholders regarding their management of ESG issues, including human capital and climate change.

Certain capital providers could restrict or impose additional scrutiny on lending and investment in the energy sector, which could adversely impact the availability or cost of capital.

For example, while some policymakers (including certain states and the SEC under the previous administration) have adopted, or are considering adopting, requirements for the disclosure of climate risks or other information, other policymakers have sought to constrain companies’ considerations of ESG matters.

Any failure to successfully navigate stakeholder expectations, including regulatory developments, may result in reputational harm, increased costs or other adverse impacts.

We engage in various efforts to respond to stakeholder expectations; however, such efforts may not have the desired effect.

Many of these efforts rely on methodologies, assumptions and data (including third-party information) that are subject to varying interpretations or that continue to evolve, including in ways we cannot control.

Our approach may also continue to evolve, and we cannot guarantee that our approach will align with the expectations or preferences of any particular stakeholder.

Various of our business partners and other stakeholders are subject to similar expectations on ESG matters, which may exacerbate or result in additional risks.

We are also subject to various transition risks associated with climate change; for more information, see our risk factor titled “Scrutiny and conflicting stakeholder expectations regarding ESG issues, including climate change, may impact our business.”

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The historical EnLink NOL carryforward acquired upon the completion of the EnLink Acquisition is subject to limitations under Section 382 of the Code, however, the limitation is not material and will not have an impact on our overall ability to utilize tax attributes to reduce our future U.S. federal and state income tax obligations.

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and other related services.

The One Big Beautiful Bill Act, passed July 4, 2025,

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suspended the Methane Fee.

Additionally, on February 12, 2026, the EPA issued a final rule eliminating the 2009 GHG endangerment finding, which underpins U.S. federal regulation of GHG emissions under the Clean Air Act.

The final rule is expected to be subject to extensive litigation.

- National Environmental Policy Act and analogous state laws that establish requirements for certain environmental analyses prior to major government actions, including discretionary permits;

Upon entering office, the new administration issued a series of executive orders that signal a shift in the United States’ energy, environmental and climate change policy.

Among other directives, such executive orders: (i) direct federal agencies to identify and exercise emergency authorities to facilitate conventional energy production, transportation and refining and call for the use of emergency regulations to expedite energy infrastructure projects; (ii) promote energy explorations and production on federal lands and waters; (iii) mandate a review of existing regulations that may burden domestic energy development; and (iv) rescission of funds and programs related to the IRA and Infrastructure Investment and Jobs Act.

We continue to assess the long-term impacts of such actions on our operations, if any.

However, such actions may prompt various states and other policymakers to take more stringent action on such matters.

Therefore, the net impact of any developments is difficult to predict with any certainty.

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During the year ended December 31, 2025, we completed the EnLink Acquisition, the Delaware Basin JV Acquisition and the BridgeTex Additional Interest Acquisition.

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financial conditions, including possible declines in our customers’ and counterparties’ creditworthiness.

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volumes delivered to our systems and impairments of our assets or equity-method investments.

Periods of severe volatility in equity and credit

Also, economic conditions following the COVID-19 pandemic included increased inflation.

There are expectations that companies across all industries address ESG issues, including climate change.

For example, the SEC finalized new climate change disclosure requirements in March 2024 but stayed the rules in April 2024 pending judicial review of several lawsuits filed by states, industry and environmental groups challenging the rule.

It is unclear when the rules will become effective, if at all.

If these or any other climate disclosure requirements become effective, we may face increased costs associated with complying with such new climate disclosure rules.

Certain investors are increasingly focused on ESG issues, including climate change.

Further, organizations that provide information to investors on corporate governance and related matters have also increased their focus on ESG issues and have developed ratings processes for evaluating companies on various ESG initiatives.

Unfavorable ESG ratings may lead to increased negative investor sentiment toward us or midstream companies in general.

Due to climate change concerns, some investors may choose not to invest, or to reduce investment, in companies that explore for, produce, process, transport or sell products derived from hydrocarbons.

If this negative investor sentiment increases, we may see reduced demand for our securities, which could impact our liquidity or the value of our securities.

Additionally, certain large institutional lenders have announced their own policies to meet publicly announced climate commitments, which often involve commitments to shift lending activities in the energy sector to meet GHG emissions goals.

As a result, certain institutional lenders may impose additional requirements on us, or decide not to lend to us, based on ESG concerns, which could adversely affect our access to capital on reasonable terms or at all and, as a result, our financial condition.

To the extent financial markets view climate change and emissions of GHGs as a financial risk, this could also negatively affect our ability to access capital or cause us to receive less favorable terms and conditions in future financings.

In 2021, we announced a companywide absolute GHG emissions reduction target of 2.2 million metric tons of carbon dioxide equivalents from our combined Scope 1 and Scope 2 emissions by 2030 for our legacy ONEOK assets.

The target represents a 30% reduction in combined operational Scope 1 and location-based Scope 2 GHG emissions attributable to ONEOK assets as of Dec.

31, 2019.

To manage the risk from market price fluctuations in natural gas, NGLs, Refined Products and crude oil and electricity prices, we may use derivative instruments such as swaps, futures, forwards and options.

For example, in May 2021, a ransomware attack on a major U.S. Refined Products pipeline forced the operator to temporarily shut down the pipeline, resulting in disruption of fuel supplies along the East Coast.

Our loss of these

The historical EnLink NOL carryforward acquired upon the completion of the EnLink Acquisition is expected to be subject to limitations under Section 382 of the Code.

The results of FERC’s last five-year review were subject to appeal at the D.C. Circuit, which vacated FERC’s orders and remanded to FERC.

FERC subsequently issued a supplemental notice of proposed rulemaking proposing to reduce the index price back down to the rehearing order price and the proposal is now pending at FERC.

control or limit GHG emissions, including initiatives directed at issues associated with climate change.

Based on text in the IRA and a related rule that the EPA finalized in November 2024 to implement the Methane Fee program, we expect to begin paying Methane Fees in 2025 (for 2024 reported emissions) for applicable facilities.

As of Dec.

We may be unable to integrate the businesses of EnLink and Medallion successfully or realize the anticipated benefits of the EnLink Acquisitions and the Medallion Acquisition (collectively, the “Recent Acquisitions”).

The success of the Recent Acquisitions will depend, in part, on our ability to realize the anticipated benefits from combining the businesses of ONEOK, EnLink and Medallion.

If the businesses are not successfully combined, the anticipated benefits of the Recent Acquisitions may not be realized fully or at all or may take longer to realize than expected.

In addition, the integration may result in additional and unforeseen expenses and potential unknown liabilities, which could reduce the anticipated benefits of the Recent Acquisitions.

It is possible that the integration process could result in the loss of key employees, as well as the disruption of our ongoing businesses or inconsistencies in our standards, controls, procedures and policies.

Any or all of those occurrences could affect adversely the combined company’s ability to maintain relationships with customers and employees after the Recent Acquisitions or to achieve the anticipated benefits of the Recent Acquisitions.

Integration efforts between the three companies will also divert management attention and resources.

These integration matters could have an adverse effect on our business, results of operations, financial position and cash flows.

Following the EnLink Controlling Interest Acquisition, we began to integrate certain aspects of EnLink’s business and operations with ours, but EnLink has continued to operate as a separate public company.

In connection with the completion of the EnLink Acquisition, EnLink ceased to operate as a separate public company, and we began full integration with our business.

This integration process is expected to be subject to some or all of the aforementioned challenges many of which may be more complex as a result of having to fully integrate the EnLink business.

Further, this integration process may pose additional difficulties inherent with fully integrating the EnLink business and the discontinuation of its operation as a separate public company.

If we are unable to successfully execute our integration strategy, we may be unable to realize some or all of the anticipated benefits of the EnLink Acquisition which could materially and adversely affect our business, results of operations, financial position and cash flows.

which may pose challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity.

[added: On January] 31, 2025, we completed the EnLink Acquisition.

Pursuant to the EnLink Merger Agreement, each [added: 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 [removed: stock,] [added: stock] with a fair value of $4.0 billion as of the closing date of the EnLink Acquisition.

[added: Interstate Natural Gas Pipeline Divestiture - On December] 31, 2024, we completed [added: the] sale of three of our wholly owned interstate natural gas pipeline systems to DT Midstream, Inc. [removed: for total cash consideration of $1.2 billion, and recognized a gain of $227 million.]

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

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

Joint Ventures [removed: - On Feb.]

[removed: 4,] [added: Texas City Logistics and MBTC Pipeline - In February] 2025, we [removed: entered into] [added: announced] definitive agreements to form joint ventures with MPLX LP [removed: (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 [removed: Logistics LLC,] [added: Logistics,] the export terminal joint venture, is owned 50% by us and 50% by [removed: MPLX,] [added: MPLX LP,] with MPLX [added: LP] constructing and operating the facility.

MBTC [removed: Pipeline LLC,] [added: Pipeline,] the pipeline joint venture, is owned 80% by us and 20% by [removed: MPLX,] [added: MPLX LP,] and we will construct and operate the pipeline.

Market [removed: Condition] [added: Conditions] - Earnings increased in [removed: 2024,] [added: 2025,] compared with [removed: 2023,] [added: 2024,] due primarily to a full year of earnings from [added: EnLink and Medallion across] our [removed: new Refined Products] [added: segments] and [removed: Crude segment,] higher NGL and natural gas processing [removed: volumes in the Rocky Mountain region and the impact of the interstate pipeline divestiture in the Natural Gas Pipelines segment.][added: volumes.]

| Project | | | Scope | | | Approximate [removed: Costs] [added: Cost] (a) | | | Expected Completion | | |

| Natural Gas Liquids | | | | | | [removed: *(In millions)*] | | | | | |

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

| Medford fractionator | | | Rebuild our 210 MBbl/d NGL fractionation facility in Medford, Oklahoma | | | [removed: $385] [added: $485] | | | [removed: (c)] [added: (b)] | | |

[removed: (c)] [added: (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.

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

The net proceeds, after deducting underwriting discounts, commissions and offering expenses, were [removed: $6.9] [added: $2.96] billion.

Share Repurchase Program - [removed: In January 2024, our] [added: 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 [added: the] $2.0 billion of common stock or on [removed: Jan.][added: January 1, 2029, whichever occurs first.]

Dividends - During [removed: 2024,] [added: 2025,] we paid common stock dividends totaling [removed: $3.96] [added: $4.12] per share, an increase of [removed: 3.7%] [added: 4%] compared to the [removed: 2023] [added: 2024] dividend of [removed: $3.82] [added: $3.96] per share.

In February [removed: 2025,] [added: 2026,] we paid a quarterly common stock dividend of [removed: $1.03] [added: $1.07] per share [removed: ($4.12] [added: ($4.28] per share on an annualized basis), an increase of 4% compared with the same quarter in the prior year.

The quarterly stock dividend was paid on [removed: Feb.][added: February 13, 2026, to shareholders of record at the close of business on February 2, 2026.]

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

| | | | | | | [added: | | |] Years Ended [removed: Dec.] [added: December] 31, | | | | | | | | | | | | | | | | | | [added: | | | | | | 2025 vs. 2024 | | | | | |] 2024 vs. 2023 | | | | | | [removed: 2023 vs. 2022] | | |

| Financial Results | | | | | | [removed: 2024] | | | | | | [removed: 2023] | | | [added: 2025] | | | [removed: 2022] | | | [added: 2024] | | | [added: | | | 2023 | | | | | | | | |] $ Increase (Decrease) | | | | | | | | | [added: | | |]

| | | | | | | [removed: (*Millions] [added: | | | | | | *(Millions] of dollars, except per share [removed: amounts*)] [added: amounts)*] | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | |]

| Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | |]

| Commodity sales | | | | | | [added: | | | | | | | | |] $ | [removed: 17,780] [added: 28,878] | | | | | $ | [removed: 15,614] [added: 17,780] | | | | | $ | [removed: 20,976] [added: 15,614] | | | | | [removed: 2,166] | | | | | | [removed: (5,362)] [added: 11,098] | | | [added: | | | 2,166 | | |]

| Services and other | | | | | | [removed: 3,918] | | | | | | [added: | | | 4,751 | | | | | | 3,918 | | | | | |] 2,063 | | | | | | [removed: 1,411] | | | | | | [removed: 1,855] [added: 833] | | | | | | [removed: 652] [added: 1,855] | | |

| Total revenues | | | | | | [removed: 21,698] | | | | | | [added: | | | 33,629 | | | | | | 21,698 | | | | | |] 17,677 | | | | | | [removed: 22,387] | | | | | | [removed: 4,021] [added: 11,931] | | | | | | [removed: (4,710)] [added: 4,021] | | |

| Cost of sales and fuel (exclusive of items shown separately below) | | | | | | [removed: 13,311] | | | | | | [added: | | | 23,373 | | | | | | 13,311 | | | | | |] 11,929 | | | | | | [removed: 17,910] | | | | | | [removed: 1,382] [added: 10,062] | | | | | | [removed: (5,981)] [added: 1,382] | | |

| Operating costs | | | | | | [removed: 2,496] | | | | | | [added: | | | 2,963 | | | | | | 2,496 | | | | | |] 1,535 | | | | | | [removed: 1,149] | | | | | | [removed: 961] [added: 467] | | | | | | [removed: 386] [added: 961] | | |

| Depreciation and amortization | | | | | | [removed: 1,134] | | | | | | [added: | | | 1,514 | | | | | | 1,134 | | | | | |] 769 | | | | | | [removed: 626] | | | | | | [removed: 365] [added: 380] | | | | | | [removed: 143] [added: 365] | | |

| Transaction costs | | | | | | [removed: 73] | | | | | | [added: | | | 81 | | | | | | 73 | | | | | |] 158 | | | | | | [removed: —] | | | | | | [removed: (85)] [added: 8] | | | | | | [removed: 158] [added: (85)] | | |

| Other operating income, net | | | | | | [removed: (305)] | | | | | | [added: | | | (43) | | | | | | (305) | | | | | |] (786) | | | | | | [removed: (105)] | | | | | | [removed: (481)] [added: (262)] | | | | | | [removed: 681] [added: (481)] | | |

| Operating income | | | | | | [added: | | | | | | | | |] $ | [removed: 4,989] [added: 5,741] | | | | | $ | [removed: 4,072] [added: 4,989] | | | | | $ | [removed: 2,807] [added: 4,072] | | | | | [removed: 917] | | | | | | [removed: 1,265] [added: 752] | | | [added: | | | 917 | | |]

| Equity in net earnings from investments | | | | | | [added: | | | | | | | | |] $ | [removed: 439] [added: 386] | | | | | $ | [removed: 202] [added: 439] | | | | | $ | [removed: 148] [added: 202] | | | | | [removed: 237] | | | | | | [removed: 54] [added: (53)] | | | [added: | | | 237 | | |]

| Interest expense, net of capitalized interest | | | | | | [added: | | | | | | | | |] $ | [removed: (1,371)] [added: (1,783)] | | | | | $ | [removed: (866)] [added: (1,371)] | | | | | $ | [removed: (676)] [added: (866)] | | | | | [removed: 505] | | | | | | [removed: 190] [added: 412] | | | [added: | | | 505 | | |]

| Net income | | | | | | [added: | | | | | | | | |] $ | [removed: 3,112] [added: 3,462] | | | | | $ | [removed: 2,659] [added: 3,112] | | | | | $ | [removed: 1,722] [added: 2,659] | | | | | [removed: 453] | | | | | | [removed: 937] [added: 350] | | | [added: | | | 453 | | |]

Acquisitions

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.

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.

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

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](#i7b1672620cf6495fa8f6f8c4b2282c3d_7) [](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)[C](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)[ontents](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)

| 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 | | |

| 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 | | |

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

(c) - Our investments in Texas City Logistics and Eiger are accounted for using the equity method.

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

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 $1.25 billion, 6.25% senior notes due 2055.

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:

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | Principal | | |

| $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) | | | 600 | | |

| $650 at 5.0% due March 2026 (a) | | | 650 | | |

| Open Market Repurchases (b) | | | 789 | | |

| Total | | | $ | 3,098 | |

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.

31, 2024.

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.

On Jan.

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.

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.

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.

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

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 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 | | |

(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.

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; $1.5 billion, 5.7% senior notes due 2054; and $800 million, 5.85% senior notes due 2064.

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.

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.

1, 2029, whichever occurs first.

As of Feb.

As part of our hedging strategy, we use commodity derivative financial instruments and physical-forward contracts described in Note [removed: E] [added: D] of the Notes to Consolidated Financial Statements in this Annual Report to reduce the impact of near-term price fluctuations of natural gas, NGLs, Refined Products, condensate and crude oil.

| Commodity Contracts | | | [removed: Dec. 31, 2024] [added: 2025] | | | | | | [removed: Dec. 31, 2023] [added: 2024] | | |

| Refined Products, crude oil and NGLs | | | $ | [removed: 61] [added: 80] | | | | | $ | [removed: 67] [added: 61] | |

| Natural gas | | | 9 | | | | | | [removed: 5] [added: 9] | | |

| Total change in estimated fair value of commodity contracts | | | $ | [removed: 70] [added: 89] | | | | | $ | [removed: 72] [added: 70] | |

Future increases in commercial paper rates or bond [removed: rates] [added: yields] could expose us to increased interest [added: costs on future borrowings.]

In the third quarter [added: and second quarter] of [removed: 2024,] [added: 2025,] we entered into [removed: $1.5 billion] [added: $300 million notional quantity and $700 million notional quantity, respectively,] of Treasury locks to hedge the variability of interest payments on a portion of our forecasted debt issuances.

In the [removed: same quarter,] [added: third quarter of 2025,] we settled all of [removed: our $1.5] [added: the outstanding $1.0] billion [added: notional quantity of] Treasury locks [removed: related to] [added: in connection with] our underwritten public offering of [removed: $7.0] [added: $3.0] billion senior unsecured notes [removed: associated with the EnLink Controlling Interest Acquisition and Medallion Acquisition.][added: in August 2025.]

See Note [removed: E] [added: D] of the Notes to Consolidated Financial Statements in this Annual Report for more information on our hedging activities.

Certain of our counterparties may be impacted by a relatively low commodity price environment and could experience financial problems, which could result in nonpayment and/or nonperformance, which could [removed: impact] adversely [added: impact] our results of operations.

[removed: As a result of] [added: Following] our [removed: recent acquisitions,] [added: acquisitions in 2024,] we now transact with the counterparties of EnLink and Medallion.

In [added: 2025 and] 2024, excluding [removed: EnLink, and 2023,] [added: EnLink in 2024,] approximately [removed: 85%] [added: 75%] and [removed: 90%,] [added: 85%,] respectively, of the downstream commodity sales in our Natural Gas Gathering and Processing segment were made to customers rated investment-grade by S&P, approved through comparable internal counterparty analysis or were secured by letters of credit or other collateral.

In [added: 2025 and] 2024, excluding [removed: EnLink, and 2023,] [added: EnLink in 2024,] approximately [removed: 90%] [added: 95%] and [removed: 85%, respectively] [added: 90%, respectively,] of this segment’s commodity sales were made to customers rated investment-grade by S&P, approved through comparable internal counterparty analysis or were secured by letters of credit or other collateral.

In [added: 2025 and] 2024, excluding [removed: EnLink, and 2023,] [added: EnLink in 2024,] approximately [removed: 90%] [added: 80% and 90%, respectively,] of our revenues in this segment were from customers rated [removed: investment grade] [added: investment-grade] by S&P, approved through comparable internal counterparty analysis or were secured by letters of credit or other collateral.

In addition, the majority of our [removed: Natural Gas Pipelines segment’s] pipeline tariffs [added: in this segment] provide us the ability to require security from shippers.

In [added: 2025 and] 2024, excluding EnLink and [removed: Medallion, and the fourth quarter of 2023,] [added: Medallion in 2024,] approximately [removed: 70%] [added: 85% and 70%, respectively,] of our revenues in this segment were from customers rated investment-grade by S&P, approved through comparable internal counterparty analysis or were secured by letters of credit, liens, or other collateral.

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| | | | December 31, | | | | | | | | |

At December 31, 2025, and December 31, 2024, we had no outstanding interest-rate derivative instruments.

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[Table of](#i7b1672620cf6495fa8f6f8c4b2282c3d_7) [](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)[C](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)[ontents](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)

| | | | | | | | | | | | |

costs on future borrowings.

At Dec.

31, 2024, and Dec.

31, 2023, we had no outstanding Treasury lock agreements.

Interest-rate swaps are agreements to exchange interest payments at some future point based on specified notional amounts.

EnLink previously entered into $400 million interest rate swaps associated with the EnLink Revolving Credit Facility and the EnLink AR Facility.

In December 2024, EnLink terminated the $400 million interest rate swaps upon repayment of outstanding amounts under the EnLink Revolving Credit Facility and termination of the EnLink AR Facility.

31, 2023, we had no outstanding interest-rate swap agreements.

As one of the largest [removed: diversified] [added: integrated] energy infrastructure companies in North America, we are delivering energy that makes a difference in the lives of people in the U.S. and around the world.

Through our [removed: now] approximately 60,000-mile pipeline network, we transport the natural gas, NGLs, Refined Products and crude oil that help meet domestic and international energy demand, contribute to energy security and provide safe, reliable and responsible energy solutions needed today and into the future.

[removed: ][added: ]

[removed: 15, 2024,] [added: EnLink Acquisition - On January 31, 2025,] we completed the EnLink [removed: Controlling Interest] Acquisition.

[removed: 31,] [added: On July 22,] 2025, we completed the [removed: EnLink] [added: BridgeTex Additional Interest] Acquisition.

Pursuant to the EnLink Merger Agreement, each [added: 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 [removed: stock,] [added: stock] with a fair value of $4.0 billion as of the closing date of the EnLink Acquisition.

For additional information on the EnLink [removed: Acquisitions,] [added: Acquisition,] see Part II, Item 8, Note B of the Notes to Consolidated Financial Statements in this Annual Report.

For additional information [removed: on the Medallion Acquisition,] [added: about our retirement benefits,] see [removed: Part II, Item 8,] Note [removed: B,] [added: L] of the Notes to Consolidated Financial Statements in this Annual Report.

[removed: 4,] [added: In February] 2025, we [removed: entered into] [added: announced] definitive agreements to form [added: the Texas City Logistics and MBTC Pipeline] joint ventures with MPLX LP [removed: (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 [removed: Logistics LLC,] [added: Logistics,] the export terminal joint venture, is owned 50% by us and 50% by [removed: MPLX,] [added: MPLX LP,] with MPLX [added: LP] constructing and operating the facility.

Business Update and Market Conditions - Over the past year, we experienced [removed: significant] [added: earnings] growth across our value chain due [added: primarily] to [added: a full year of earnings from EnLink and Medallion across] our [removed: recent acquisitions.][added: segments and higher NGL and natural gas processing volumes.]

[removed: Earnings increased] [added: Natural Gas Pipelines - In our Natural Gas Pipelines segment, earnings decreased] in [removed: 2024,] [added: 2025,] compared with [removed: 2023,] [added: 2024,] due primarily to [added: the impact of the interstate pipeline divestiture in 2024, offset partially by] a full year of earnings from [removed: the new Refined Products] [added: EnLink in 2025] and [removed: Crude segment,] higher [removed: NGL and natural gas processing volumes in the Rocky Mountain region] [added: optimization] and [removed: the impact of the interstate pipeline divestiture in the Natural Gas Pipelines segment.][added: marketing.]

Although the energy industry has experienced many commodity cycles, we have positioned ourselves to reduce [added: exposure to direct commodity price volatility.]

Each of our four reportable segments are primarily fee-based, and our consolidated earnings were approximately 90% fee-based in [removed: 2024.][added: 2025.]

In January [removed: 2025,] [added: 2026,] our Board of Directors increased our quarterly dividend to [removed: $1.03] [added: $1.07] per share, an increase of 4% compared with the same quarter in the prior year.

In [removed: January] 2024, our Board of Directors authorized a share repurchase program to buy up to $2.0 billion of our outstanding common stock.

[added: As of December] 31, [removed: 2024,] [added: 2025,] we repurchased [removed: $172] [added: $234] million of our outstanding common shares under the program.

[added: As of December] 31, [removed: 2024,] [added: 2025,] we also had [removed: $733] [added: $78] million of cash and cash equivalents on hand and [removed: $2.5] [added: $3.5] billion of available capacity under our [removed: $2.5] [added: $3.5] Billion Credit Agreement.

[removed: Additionally, in 2024,] [added: Sustainability and Social Responsibility - In 2025,] we received an MSCI ESG Rating of [removed: AAA,] [added: AA,] and our ESG Risk Rating, as assessed by Morningstar Sustainalytics, was in the top [removed: 20%] [added: 10%] of the refiners and pipelines industry.

Natural Gas Gathering and Processing - In our Natural Gas Gathering and Processing segment, earnings increased in [removed: 2024,] [added: 2025,] compared with [removed: 2023,] [added: 2024,] due to [added: a full year of earnings from EnLink and] higher volumes in the [added: Mid-Continent and] Rocky Mountain [removed: region, as well as the impact] [added: regions, offset partially by lower realized NGL prices, net] of [added: hedging, and] the [removed: EnLink Controlling Interest Acquisition] [added: impact] from the [removed: period] [added: divestiture] of [removed: Oct.][added: certain nonstrategic assets in 2024.]

In [removed: January] 2025, we completed [removed: construction] [added: the expansion] of our Elk Creek [removed: pipeline expansion project,] [added: pipeline,] which is [removed: partially] [added: included] in [removed: service.][added: the assets listed above.]

[removed: Upon supply of full power, expected in mid-2025,] [added: In 2025,] we [removed: will have capacity] [added: completed construction] of [added: our Elk Creek pipeline expansion project, which increased capacity to] 435 MBbl/d [removed: to transport growing volumes in the Rocky Mountain region, which will bring] [added: and brought] our total pipeline capacity out of the Rocky Mountain region to 575 MBbl/d.

Our [removed: 2023] [added: 2024] results include the impact of the [removed: Magellan] [added: EnLink Controlling Interest] Acquisition from the period of [removed: Sept.][added: October 15, 2024, to December 31, 2024.]

Our 2024 results include the impact of the EnLink Controlling Interest Acquisition from the period of [removed: Oct.][added: October 15, 2024, to December 31, 2024.]

[added: Our 2024 results include the impact of the EnLink Controlling Interest Acquisition from the period of October 15, 2024, to December] 31, 2024, and the impact of the Medallion Acquisition from the period of [removed: Nov.][added: November 1, 2024, to December 31, 2024.]

[removed: In July 2024, we announced plans] [added: We have a capital project] to expand our Refined Products pipeline capacity, connecting Mid-Continent and Gulf Coast supply with the greater Denver area, to meet growing demand and increase connectivity with the Denver International Airport (DIA).

This project is fully subscribed under long-term [removed: contracts.][added: contracts and is expected to be completed in mid-2026.]

Our vision is to create exceptional value for our stakeholders by providing solutions for [removed: a transforming] [added: an evolving] energy future.

We seek consistent and strong returns on invested capital [added: that] will allow us to reward our shareholders and provide the means and opportunity to serve our additional stakeholders, including employees and the communities in which we operate.

][added: snip.jpg](https://www.sec.gov/Archives/edgar/data/1039684/000103968426000006/oke-20251231_g3.jpg)]

*Mid-Continent region* - The Mid-Continent region includes the natural gas and oil-producing Anadarko Basin, which includes the NGL-rich SCOOP and STACK areas, Cana-Woodford Shale, Woodford Shale, [added: Arkoma-Woodford Shale,] Springer Shale, Meramec, Granite Wash, Cherokee and Mississippian Lime formations of Oklahoma.

*Permian [removed: Basin region*] [added: Basin*] - The Permian Basin is a large, natural [removed: gas-rich] [added: gas and oil-rich] sedimentary basin composed of the Midland Basin, located in West Texas, and the Delaware Basin, located in West Texas and Southeastern New Mexico.

[removed: As a result of the EnLink Acquisitions, we] [added: We] have [removed: a meaningful presence] [added: more than 400 thousand dedicated acres] in the Permian Basin, providing gathering and processing services in the Midland and Delaware Basins.

[removed: *North Texas region* - The North Texas region is located] [added: We also have a significant presence] in the Barnett [removed: Shale,] [added: Shale of North Texas,] one of the largest onshore natural gas fields in the United [removed: States.][added: States, where we provide gathering and processing services.]

][added: 10K.jpg](https://www.sec.gov/Archives/edgar/data/1039684/000103968426000006/oke-20251231_g4.jpg)]

[removed: *Property -*] [added: *Property* -] Our Natural Gas [removed: Gathering and Processing] [added: Liquids] segment includes the following assets, which are wholly owned, except where [removed: noted, and exclude EnLink, which is shown separately below:][added: noted:]

- [removed: 13,500] [added: 22,600] miles of natural gas gathering pipelines; *and*

- Natural gas processing plants with 1.9 Bcf/d of processing capacity in the Rocky Mountain [added: region, 3.5 Bcf/d in the Mid-Continent] region and [removed: 1.0] [added: 1.8] Bcf/d [added: of processing capacity] in the [removed: Mid-Continent region,] [added: Permian Basin,] which were [removed: 84%] [added: 78%] and [removed: 77%] [added: 84%] utilized in [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

[removed: The following are the] [added: *Property -* Our] Natural Gas Gathering and Processing segment [removed: assets added as a result of] [added: includes] the [removed: EnLink Acquisitions:][added: following wholly owned assets:]

[Table of](#i7b1672620cf6495fa8f6f8c4b2282c3d_7) [](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)[C](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)[ontents](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)

With changes in the commodity price environment, we continue to monitor producers’ drilling and completion plans.

Our counterparties are primarily major and independent crude oil and natural gas producers that are able to produce in a lower commodity price environment and continue to find ways to lower costs or enhance production, resulting in profitable projects across our footprint.

With our large asset base, multi-basin exposure and continued asset integration, most of our growth opportunities are not contingent on improving commodity prices.

In addition, our Natural Gas Gathering and Processing and Natural Gas Liquids segments are exposed to volumetric risk as a result of drilling and completion activity, severe weather disruptions, operational outages, global crude oil, NGL and natural gas demand and normal volumetric well declines.

Our Refined Products and Crude segment is exposed to volumetric risk due to demand for Refined Products and crude oil in the markets we serve.

Our Natural Gas Pipelines segment is not exposed to significant volumetric risk due to the majority of our capacity being subscribed under long-term, firm fee-based contracts.

For additional information regarding the potential impact of volumetric risk on our business, see Item 1A “Risk Factors.”

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

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

In August 2025, we announced plans to construct the Bighorn natural gas processing plant in the Permian Basin, with processing capacity of 300 MMcf/d and the ability to treat natural gas containing high levels of carbon dioxide.

We expect the Bighorn plant, including the carbon dioxide treater, to cost approximately $365 million.

The Bighorn plant is supported by acreage dedications with long-term primarily fee-based contracts and is expected to be completed in mid-2027.

[Table of](#i7b1672620cf6495fa8f6f8c4b2282c3d_7) [](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)[C](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)[ontents](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)

We are also relocating a 150 MMcf/d processing plant to the Permian Basin from North Texas, which will be completed in the first quarter of 2026, and expanding two existing facilities in the Permian Basin, which will provide an incremental 110 MMcf/d of processing capacity and is expected to be completed in the third quarter of 2026.

Natural Gas Liquids - In our Natural Gas Liquids segment, earnings increased in 2025, compared with 2024, due primarily to a full year of earnings from EnLink, higher exchange services and higher optimization and marketing, offset partially by higher operating costs.

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

Our 2024 results include the impact of the EnLink Controlling Interest Acquisition from the period of October 15, 2024, to December 31, 2024.

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.

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

Refined Products and Crude - In our Refined Products and Crude segment, earnings increased in 2025, compared with 2024, due primarily to a full year of earnings from Medallion and EnLink and lower operating costs, offset partially by lower earnings on BridgeTex associated with the nonrecurring recognition of deferred revenue in 2024.

Pursuant to the purchase agreement, we paid approximately $270 million in cash.

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

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[Table of](#i7b1672620cf6495fa8f6f8c4b2282c3d_7) [](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)[C](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)[ontents](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)

We have more than 300 thousand dedicated acres in the Powder River Basin.

We have more than 1 million dedicated acres in the Mid-Continent region.

[Table of](#i7b1672620cf6495fa8f6f8c4b2282c3d_7) [](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)[C](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)[ontents](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)

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We are in the process of relocating a 150 MMcf/d natural gas processing plant to the Permian Basin from North Texas and expanding two existing facilities in the Permian Basin, which will provide an incremental 110 MMcf/d of processing capacity.

We also recently announced plans to construct our Bighorn natural gas processing plant, with capacity of 300 MMcf/d, in the Permian Basin.

The additional capacity from these projects is excluded from the assets listed above.

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[Table of](#i7b1672620cf6495fa8f6f8c4b2282c3d_7) [](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)[C](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)[ontents](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)

We are also in the process of constructing the 24-inch MBTC Pipeline, which is consolidated through a partially owned subsidiary.

These assets are excluded from the assets listed above.

We also have a 38.75% ownership interest in Gulf Coast Fractionators, which owns an NGL fractionator in Mont Belvieu, Texas, with 145 MBbl/d of operating capacity that is excluded from the combined operating capacity listed above.

The fractionator resumed operations in 2025.

In 2025, we announced a joint venture with MPLX LP to construct a 400 MBbl/d liquified petroleum gas export terminal in Texas City, Texas.

EnLink Controlling Interest Acquisition - On Aug.

28, 2024, we entered into the EnLink Purchase Agreement with GIP to acquire 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.

On Oct.

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.

The operations of EnLink are reported across all four of our existing segments.

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.

On Jan.

In addition, see Part 1, Item 1A “Risk Factors” for further discussion of related risks.

Medallion Acquisition - On Aug.

28, 2024, we entered into the Medallion Purchase and Sale Agreement with GIP to acquire all of the equity interests in Medallion for a purchase price of $2.6 billion, subject to customary adjustments, and inclusive of the purchase of additional interests in a Medallion joint venture owned by a separate third party.

31, 2024, we completed the Medallion Acquisition.

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

Medallion’s operations are reported in our Refined Products and Crude segment.

See Part 1, Item 1A “Risk Factors” for further discussion of risks related to the Medallion Acquisition.

Joint Ventures - On Feb.

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.

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 for total cash consideration of $1.2 billion.

On Dec.

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

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

Gulf Coast NGL Pipelines Acquisition - In June 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 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.

exposure to direct commodity price volatility.

As of Dec.

Sustainability and Social Responsibility - Through our participation in the 2024 S&P Global Corporate Sustainability Assessment, we qualified for inclusion in the S&P Global Sustainability Yearbook for the fifth consecutive year, scoring within the top 15% of the Oil and Gas Storage and Transportation industry.

15, 2024, to Dec.

31, 2024.

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.

NGLs - In our Natural Gas Liquids segment, earnings decreased in 2024, compared with 2023, due primarily to the insurance settlement gain in 2023 related to the Medford incident, which was offset partially by higher volumes in the Rocky Mountain region and the impact of the EnLink Controlling Interest Acquisition from the period of Oct.

In December 2024, we announced that we completed construction of our 125 MBbl/d MB-6 NGL fractionator and the looping of the West Texas NGL pipeline.

Additional pump stations, which are expected to be completed in mid-2025, will further increase system capacity to 740 MBbl/d, more than doubling our NGL capacity out of the Permian Basin.

In August 2024, we announced plans to rebuild our 210 MBbl/d NGL fractionator in Medford, Oklahoma.

Rebuilding at Medford provides strategic benefits that include expansion options that will allow our integrated system to accommodate volume growth from the Permian Basin and the Rocky Mountain and Mid-Continent regions.

Information about our legal proceedings is included in Note [removed: P] [added: O] of the Notes to Consolidated Financial Statements in this Annual Report.

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For the fiscal year ended [removed: Dec.][added: December 31, 2025.]

[removed: ][added: ]

Aggregate market value of registrant’s common stock held by non-affiliates based on the closing trade price on June 30, [removed: 2024,] [added: 2025,] was [removed: $47.3] [added: $51.1] billion.

[removed: 17, 2025,] [added: On February 16, 2026,] the Company had [removed: 624,339,588] [added: 629,783,634] shares of common stock outstanding.

Portions of the definitive proxy statement to be delivered to shareholders in connection with the Annual Meeting of Shareholders to be held May [removed: 21, 2025,] [added: 20, 2026,] are incorporated by reference in Part III.

[removed: 2024] [added: 2025] ANNUAL REPORT

| [Part [removed: I.](#ib6bade4309dd46d7928fe2243807407d_13)] [added: I.](#i7b1672620cf6495fa8f6f8c4b2282c3d_13)] | | | | | | | | | Page No. | | |

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| | | | [Notes to [removed: Consolidat](#ib6bade4309dd46d7928fe2243807407d_151)[ed](#ib6bade4309dd46d7928fe2243807407d_151) [Financial](#ib6bade4309dd46d7928fe2243807407d_151) [Statements](#ib6bade4309dd46d7928fe2243807407d_151)] [added: Consolidated Financial Statements](#i7b1672620cf6495fa8f6f8c4b2282c3d_151)] | | | | | | | | |

| | | | [A. Summary of Significant Accounting [removed: Policies](#ib6bade4309dd46d7928fe2243807407d_154)] [added: Policies](#i7b1672620cf6495fa8f6f8c4b2282c3d_154)] | | | | | | [removed: [71](#ib6bade4309dd46d7928fe2243807407d_154)] [added: [71](#i7b1672620cf6495fa8f6f8c4b2282c3d_154)] | | |

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| | | | [removed: [H.](#ib6bade4309dd46d7928fe2243807407d_175) [](#ib6bade4309dd46d7928fe2243807407d_175)[Debt](#ib6bade4309dd46d7928fe2243807407d_175)] [added: [G](#i7b1672620cf6495fa8f6f8c4b2282c3d_175)[. Debt](#i7b1672620cf6495fa8f6f8c4b2282c3d_175)] | | | | | | [removed: [92](#ib6bade4309dd46d7928fe2243807407d_175)] [added: [93](#i7b1672620cf6495fa8f6f8c4b2282c3d_175)] | | |

| | | | [removed: [I.](#ib6bade4309dd46d7928fe2243807407d_181) [Equity](#ib6bade4309dd46d7928fe2243807407d_181)] [added: [H](#i7b1672620cf6495fa8f6f8c4b2282c3d_181)[.](#i7b1672620cf6495fa8f6f8c4b2282c3d_181) [Equity](#i7b1672620cf6495fa8f6f8c4b2282c3d_181)] | | | | | | [removed: [95](#ib6bade4309dd46d7928fe2243807407d_181)] [added: [96](#i7b1672620cf6495fa8f6f8c4b2282c3d_181)] | | |

| | | | [removed: [J.] [added: [I](#i7b1672620cf6495fa8f6f8c4b2282c3d_184)[.] Variable Interest [removed: Entities](#ib6bade4309dd46d7928fe2243807407d_2342)] [added: Entities](#i7b1672620cf6495fa8f6f8c4b2282c3d_184)] | | | | | | [removed: [97](#ib6bade4309dd46d7928fe2243807407d_2342)] [added: [98](#i7b1672620cf6495fa8f6f8c4b2282c3d_184)] | | |

| | | | [removed: [K](#ib6bade4309dd46d7928fe2243807407d_187)[.] [added: [J](#i7b1672620cf6495fa8f6f8c4b2282c3d_187)[.] Earnings Per [removed: Share](#ib6bade4309dd46d7928fe2243807407d_187)] [added: Share](#i7b1672620cf6495fa8f6f8c4b2282c3d_187)] | | | | | | [removed: [98](#ib6bade4309dd46d7928fe2243807407d_187)] [added: [99](#i7b1672620cf6495fa8f6f8c4b2282c3d_187)] | | |

| | | | [removed: [L](#ib6bade4309dd46d7928fe2243807407d_190)[.](#ib6bade4309dd46d7928fe2243807407d_190) [](#ib6bade4309dd46d7928fe2243807407d_190)[Share-Based Payments](#ib6bade4309dd46d7928fe2243807407d_190)] [added: [K](#i7b1672620cf6495fa8f6f8c4b2282c3d_190)[. Share-Based Payments](#i7b1672620cf6495fa8f6f8c4b2282c3d_190)] | | | | | | [removed: [98](#ib6bade4309dd46d7928fe2243807407d_190)] [added: [99](#i7b1672620cf6495fa8f6f8c4b2282c3d_190)] | | |

| | | | [removed: [M](#ib6bade4309dd46d7928fe2243807407d_193)[.](#ib6bade4309dd46d7928fe2243807407d_193) [](#ib6bade4309dd46d7928fe2243807407d_193)[Employee] [added: [L. Employee] Benefit [removed: Plans](#ib6bade4309dd46d7928fe2243807407d_193)] [added: Plans](#i7b1672620cf6495fa8f6f8c4b2282c3d_193)] | | | | | | [removed: [100](#ib6bade4309dd46d7928fe2243807407d_193)] [added: [102](#i7b1672620cf6495fa8f6f8c4b2282c3d_193)] | | |

| | | | [removed: [N](#ib6bade4309dd46d7928fe2243807407d_196)[.](#ib6bade4309dd46d7928fe2243807407d_196) [](#ib6bade4309dd46d7928fe2243807407d_196)[](#ib6bade4309dd46d7928fe2243807407d_196)[Income Taxes](#ib6bade4309dd46d7928fe2243807407d_196)] [added: [M. Income Taxes](#i7b1672620cf6495fa8f6f8c4b2282c3d_196)] | | | | | | [removed: [105](#ib6bade4309dd46d7928fe2243807407d_196)] [added: [106](#i7b1672620cf6495fa8f6f8c4b2282c3d_196)] | | |

| | | | [removed: [O](#ib6bade4309dd46d7928fe2243807407d_199)[.](#ib6bade4309dd46d7928fe2243807407d_199) [](#ib6bade4309dd46d7928fe2243807407d_199)[Unconsolidated Affiliates](#ib6bade4309dd46d7928fe2243807407d_199)] [added: [N. Unconsolidated Affiliates](#i7b1672620cf6495fa8f6f8c4b2282c3d_199)] | | | | | | [removed: [106](#ib6bade4309dd46d7928fe2243807407d_199)] [added: [108](#i7b1672620cf6495fa8f6f8c4b2282c3d_199)] | | |

| | | | [removed: [P](#ib6bade4309dd46d7928fe2243807407d_202)[.](#ib6bade4309dd46d7928fe2243807407d_202) [](#ib6bade4309dd46d7928fe2243807407d_202)[Commitments] [added: [O. Commitments] and [removed: Contingencies](#ib6bade4309dd46d7928fe2243807407d_202)] [added: Contingencies](#i7b1672620cf6495fa8f6f8c4b2282c3d_202)] | | | | | | [removed: [107](#ib6bade4309dd46d7928fe2243807407d_202)] [added: [109](#i7b1672620cf6495fa8f6f8c4b2282c3d_202)] | | |

| [Item [removed: 9.](#ib6bade4309dd46d7928fe2243807407d_220)] [added: 9.](#i7b1672620cf6495fa8f6f8c4b2282c3d_220)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ib6bade4309dd46d7928fe2243807407d_220)] [added: Disclosure](#i7b1672620cf6495fa8f6f8c4b2282c3d_220)] | | | | | | [removed: [113](#ib6bade4309dd46d7928fe2243807407d_220)] [added: [115](#i7b1672620cf6495fa8f6f8c4b2282c3d_220)] | | |

| [Item [removed: 9A.](#ib6bade4309dd46d7928fe2243807407d_223)] [added: 9A.](#i7b1672620cf6495fa8f6f8c4b2282c3d_223)] | | | [Controls and [removed: Procedures](#ib6bade4309dd46d7928fe2243807407d_223)] [added: Procedures](#i7b1672620cf6495fa8f6f8c4b2282c3d_223)] | | | | | | [removed: [113](#ib6bade4309dd46d7928fe2243807407d_223)] [added: [115](#i7b1672620cf6495fa8f6f8c4b2282c3d_223)] | | |

| [Item [removed: 9B.](#ib6bade4309dd46d7928fe2243807407d_226)] [added: 9B.](#i7b1672620cf6495fa8f6f8c4b2282c3d_226)] | | | [Other [removed: Information](#ib6bade4309dd46d7928fe2243807407d_226)] [added: Information](#i7b1672620cf6495fa8f6f8c4b2282c3d_226)] | | | | | | [removed: [114](#ib6bade4309dd46d7928fe2243807407d_226)] [added: [116](#i7b1672620cf6495fa8f6f8c4b2282c3d_226)] | | |

| [Item [removed: 9C.](#ib6bade4309dd46d7928fe2243807407d_229)] [added: 9C.](#i7b1672620cf6495fa8f6f8c4b2282c3d_229)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ib6bade4309dd46d7928fe2243807407d_229)] [added: Inspections](#i7b1672620cf6495fa8f6f8c4b2282c3d_229)] | | | | | | [removed: [114](#ib6bade4309dd46d7928fe2243807407d_229)] [added: [116](#i7b1672620cf6495fa8f6f8c4b2282c3d_229)] | | |

| [Part [removed: III.](#ib6bade4309dd46d7928fe2243807407d_232)] [added: III.](#i7b1672620cf6495fa8f6f8c4b2282c3d_232)] | | | | | | | | | | | |

| | | | [B. Acquisitions and Divestitures](#i7b1672620cf6495fa8f6f8c4b2282c3d_157) | | | | | | [80](#i7b1672620cf6495fa8f6f8c4b2282c3d_157) | | |

| | | | [P. Lease](#i7b1672620cf6495fa8f6f8c4b2282c3d_205)[s](#i7b1672620cf6495fa8f6f8c4b2282c3d_205) | | | | | | [110](#i7b1672620cf6495fa8f6f8c4b2282c3d_205) | | |

| | | | [Q. Revenues](#i7b1672620cf6495fa8f6f8c4b2282c3d_211) | | | | | | [110](#i7b1672620cf6495fa8f6f8c4b2282c3d_211) | | |

| | | | [R. Segments](#i7b1672620cf6495fa8f6f8c4b2282c3d_217) | | | | | | [111](#i7b1672620cf6495fa8f6f8c4b2282c3d_217) | | |

[Table of](#i7b1672620cf6495fa8f6f8c4b2282c3d_7) [](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)[C](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)[ontents](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)

| | | | | | | | | | | | |

| [Signatures](#i7b1672620cf6495fa8f6f8c4b2282c3d_259) | | | | | | | | | [131](#i7b1672620cf6495fa8f6f8c4b2282c3d_259) | | |

[Table of](#i7b1672620cf6495fa8f6f8c4b2282c3d_7) [](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)[C](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)[ontents](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)

| 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 | | |

| Eiger | | | Eiger Express Pipeline, LLC, a 25.5% owned joint venture, including the 10.5% held through Matterhorn | | |

[Table of](#i7b1672620cf6495fa8f6f8c4b2282c3d_7) [](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)[C](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)[ontents](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)

| MBTC Pipeline | | | MBTC Pipeline LLC, an 80% owned joint venture | | |

| Texas City Logistics | | | Texas City Logistics, LLC, a 50% owned joint venture | | |

| WhiteWater | | | WhiteWater Midstream, LLC, the operator of Matterhorn and Eiger pipelines | | |

[Table of](#i7b1672620cf6495fa8f6f8c4b2282c3d_7) [](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)[C](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)[ontents](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)

31, 2024.

On Feb.

| | | | [B.](#ib6bade4309dd46d7928fe2243807407d_2103) [](#ib6bade4309dd46d7928fe2243807407d_2103)[](#ib6bade4309dd46d7928fe2243807407d_2103)[Acquisition](#ib6bade4309dd46d7928fe2243807407d_2103)[s](#ib6bade4309dd46d7928fe2243807407d_2103) [and Divestitures](#ib6bade4309dd46d7928fe2243807407d_2103) | | | | | | [80](#ib6bade4309dd46d7928fe2243807407d_2103) | | |

| | | | [C.](#ib6bade4309dd46d7928fe2243807407d_160) [](#ib6bade4309dd46d7928fe2243807407d_160)[](#ib6bade4309dd46d7928fe2243807407d_160)[Medford Incident](#ib6bade4309dd46d7928fe2243807407d_160) | | | | | | [86](#ib6bade4309dd46d7928fe2243807407d_160) | | |

| | | | [Q](#ib6bade4309dd46d7928fe2243807407d_208)[.](#ib6bade4309dd46d7928fe2243807407d_208) [Leases](#ib6bade4309dd46d7928fe2243807407d_208) | | | | | | [108](#ib6bade4309dd46d7928fe2243807407d_208) | | |

| | | | [R](#ib6bade4309dd46d7928fe2243807407d_211)[.](#ib6bade4309dd46d7928fe2243807407d_211) [](#ib6bade4309dd46d7928fe2243807407d_211)[](#ib6bade4309dd46d7928fe2243807407d_211)[Revenues](#ib6bade4309dd46d7928fe2243807407d_211) | | | | | | [109](#ib6bade4309dd46d7928fe2243807407d_211) | | |

| | | | [S](#ib6bade4309dd46d7928fe2243807407d_217)[.](#ib6bade4309dd46d7928fe2243807407d_217) [](#ib6bade4309dd46d7928fe2243807407d_217)[Segments](#ib6bade4309dd46d7928fe2243807407d_217) | | | | | | [109](#ib6bade4309dd46d7928fe2243807407d_217) | | |

| [Signatures](#ib6bade4309dd46d7928fe2243807407d_259) | | | | | | | | | [129](#ib6bade4309dd46d7928fe2243807407d_259) | | |

| BBtu/d | | | Billion British thermal units per day | | |

| Delaware Basin JV | | | Delaware G&P LLC, a joint venture in which EnLink owns a 50.1% interest | | |

| Medallion Purchase and Sale Agreement | | | Purchase and Sale Agreement of ONEOK, GIP III Trophy GP 2, LLC, GIP III Trophy Acquisition Partners, L.P., Medallion Management, L.P., dated Aug. 28, 2024 | | |

| MMBtu | | | Million British thermal units | | |

| Series E Preferred Stock | | | Series E Non-Voting, Perpetual Preferred Stock, par value $0.01 per share | | |

[Table of](#i7b1672620cf6495fa8f6f8c4b2282c3d_7) [](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)[C](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)[ontents](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)

In addition, we conduct risk assessments of [added: new] enterprise third-party software and cloud vendors by utilizing security questionnaires prior to procurement.

As of [removed: the date of this report,] [added: February 16, 2026,] though the Company and third parties have experienced certain [removed: non-material] [added: nonmaterial] cybersecurity incidents, we are not aware of any cybersecurity threats, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.

The use of emerging technologies, including the use of Cloud Services and Artificial Intelligence, is governed by our End-User Computing Policy.

[removed: 17, 2025,] [added: At February 16, 2026,] there were [removed: 15,874] [added: 14,660] holders of record of our [removed: 624,339,588] [added: 629,783,634] outstanding shares of common stock.

For information regarding our [added: 2025] Employee Stock Award Program and other equity compensation plans, see Note [removed: L] [added: K] of the Notes to Consolidated Financial Statements and “Equity Compensation Plan Information” included in Part III, Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, in this Annual Report.

The program will terminate upon completion of the [removed: repurchases,] [added: repurchases of the $2.0 billion of common stock,] or on [removed: Jan.][added: January 1, 2029, whichever occurs first.]

The following performance graph compares the performance of our common stock with the S&P 500 Index, the S&P 500 Energy Index and a ONEOK Peer Group during the period beginning on [removed: Dec.][added: December 31, 2020, and ending on December 31, 2025.]

[added: at December] 31, [removed: 2019,] [added: 2020,] and at the End of Every Year Through [removed: Dec.][added: December 31, 2025.]

[removed: ][added: ]

| | | | | | | Cumulative Total Return | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | |]

| | | | | | | Years ended [removed: Dec.] [added: December] 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | |]

| | | | | | | [removed: 2020 | | |] [added: 2021] | | | [removed: 2021] | | | [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

(b) - The [removed: current] ONEOK Peer Group [removed: is] [added: in 2025 was] composed of the following companies: Antero Midstream Corp.; Energy Transfer LP; Enterprise Products Partners L.P.; Kinder Morgan, Inc.; Kinetik Holdings Inc.; MPLX LP; Plains All American Pipeline, L.P.; Targa Resources Corp.; Western Midstream Partners, LP; and The Williams Companies, Inc.

| October 2025 (b) | | | | | | 611,237 | | | | | | $ | 72.78 | | | | | 611,237 | | | | | | $ | 1,766 | |

| November 2025 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,766 | |

| December 2025 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,766 | |

| Total | | | | | | 611,237 | | | | | | | | | | | | 611,237 | | | | | | | | |

(b) - Shares reported were repurchased in September 2025 and settled in October 2025.

[Table of](#i7b1672620cf6495fa8f6f8c4b2282c3d_7) [](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)[C](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)[ontents](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| ONEOK, Inc. | | | | | | $ | 164.85 | | | | | $ | 196.00 | | | | | $ | 221.79 | | | | | $ | 333.08 | | | | | $ | 256.81 | |

| S&P 500 Index | | | | | | $ | 128.71 | | | | | $ | 105.40 | | | | | $ | 133.10 | | | | | $ | 166.40 | | | | | $ | 196.16 | |

| S&P 500 Energy Index (a) | | | | | | $ | 154.64 | | | | | $ | 256.27 | | | | | $ | 252.87 | | | | | $ | 267.34 | | | | | $ | 290.53 | |

| ONEOK Peer Group (b) | | | | | | $ | 136.66 | | | | | $ | 175.22 | | | | | $ | 206.42 | | | | | $ | 310.39 | | | | | $ | 337.09 | |

At Feb.

| October 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 2,000 | |

| November 2024 | | | | | | 60,000 | | | | | | $ | 112.96 | | | | | 60,000 | | | | | | $ | 1,993 | |

| December 2024 (b) | | | | | | 1,490,000 | | | | | | $ | 102.27 | | | | | 1,490,000 | | | | | | $ | 1,841 | |

| Total | | | | | | 1,550,000 | | | | | | | | | | | | 1,550,000 | | | | | | | | |

1, 2029, whichever occurs first.

(b) - Excludes 125,000 shares that were repurchased in December 2024, and settled in January 2025.

31, 2019, and ending on Dec.

31, 2024.

at Dec.

31, 2024.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ONEOK, Inc. | | | | | | $ | 56.64 | | | | | $ | 93.37 | | | | | | | | $ | 111.01 | | | | | $ | 125.62 | | | | | $ | 188.65 | |

| S&P 500 Index | | | | | | $ | 118.40 | | | | | $ | 152.39 | | | | | | | | $ | 124.79 | | | | | $ | 157.59 | | | | | $ | 197.02 | |

| S&P 500 Energy Index (a) | | | | | | $ | 66.32 | | | | | $ | 102.56 | | | | | | | | $ | 169.96 | | | | | $ | 167.71 | | | | | $ | 177.30 | |

| ONEOK Peer Group (b) | | | | | | $ | 75.32 | | | | | $ | 103.20 | | | | | | | | $ | 132.34 | | | | | $ | 156.15 | | | | | $ | 234.20 | |

[Table of](#i7b1672620cf6495fa8f6f8c4b2282c3d_7) [](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)[C](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)[ontents](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)

We have audited the accompanying consolidated balance sheets of ONEOK, Inc. and its subsidiaries (the "Company") as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of income, of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025,] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

[removed: As described in Note B to the consolidated financial statements, on] [added: EnLink Controlling Interest Acquisition - On] October 15, 2024, [removed: the Company] [added: we] completed the [removed: acquisition of a controlling interest in] EnLink [removed: by] [added: 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 [removed: a] total cash consideration of $3.3 billion.

The [removed: acquisition] [added: Medallion Acquisition] was accounted for using the acquisition method of accounting for business [removed: combinations,] [added: combinations pursuant to Accounting Standards Codification 805, “Business Combinations,”] which requires, among other things, assets acquired and liabilities assumed to be recorded at their fair [removed: values] [added: value] on the acquisition date.

| CONSOLIDATED STATEMENTS OF INCOME | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | |]

| | | | | | | [added: | | | | | | | | |] Years [removed: Ended Dec. 31,] [added: Ended] | | | | | | | | | | | | | | | [added: | | | | | | | | |]

| | | | | | | [removed: 2024] | | | | | | [removed: 2023] | | | [added: 2025] | | | [removed: 2022] | | | [added: 2024 | | | | | | 2023 | | |]

| | | | [added: | | | | | | | | |] *(Millions of dollars, except per share [removed: amounts*)] [added: amounts)*] | | | | | | | | | | | | | | | | | |

| Revenues | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | |]

| Commodity sales | | | | | | [added: | | | | | | | | |] $ | [removed: 17,780] [added: 28,878] | | | | | $ | [removed: 15,614] [added: 17,780] | | | | | $ | [removed: 20,976] [added: 15,614] | |

| Services and other | | | | | | [removed: 3,918] | | | | | | [removed: 2,063] | | | [added: 4,751] | | | [removed: 1,411] | | | [added: 3,918 | | | | | | 2,063 | | |]

| Total revenues (Note [removed: R)] [added: Q)] | | | | | | [removed: 21,698] | | | | | | [removed: 17,677] | | | [added: 33,629] | | | [removed: 22,387] | | | [added: 21,698 | | | | | | 17,677 | | |]

| Cost of sales and fuel (exclusive of items shown separately below) | | | | | | [removed: 13,311] | | | | | | [removed: 11,929] | | | [added: 23,373] | | | [removed: 17,910] | | | [added: 13,311 | | | | | | 11,929 | | |]

| Operations and maintenance | | | | | | [removed: 2,162] | | | | | | [removed: 1,319] | | | [added: 2,585] | | | [removed: 958] | | | [added: 2,162 | | | | | | 1,319 | | |]

| Depreciation and amortization | | | | | | [removed: 1,134] | | | | | | [removed: 769] | | | [added: 1,514] | | | [removed: 626] | | | [added: 1,134 | | | | | | 769 | | |]

| General taxes | | | | | | [removed: 334] | | | | | | [removed: 216] | | | [added: 378] | | | [removed: 191] | | | [added: 334 | | | | | | 216 | | |]

| Transaction costs (Note B) | | | | | | [removed: 73] | | | | | | [removed: 158] | | | [added: 81] | | | [removed: —] | | | [added: 73 | | | | | | 158 | | |]

| Other operating income, net (Notes [removed: B] [added: A] and [removed: C)] [added: B)] | | | | | | [removed: (305)] | | | | | | [removed: (786)] | | | [added: (43)] | | | [removed: (105)] | | | [added: (305) | | | | | | (786) | | |]

| Operating income | | | | | | [removed: 4,989] | | | | | | [removed: 4,072] | | | [added: 5,741] | | | [removed: 2,807] | | | [added: 4,989 | | | | | | 4,072 | | |]

| Equity in net earnings from investments (Note [removed: O)] [added: N)] | | | | | | [removed: 439] | | | | | | [removed: 202] | | | [added: 386] | | | [removed: 148] | | | [added: 439 | | | | | | 202 | | |]

| Other [removed: income (expense),] [added: income,] net | | | | | | [removed: 53] | | | | | | [removed: 89] | | | [added: 146] | | | [removed: (29)] | | | [added: 53 | | | | | | 89 | | |]

| Interest expense (net of capitalized interest of [removed: $62, $43] [added: $68, $62] and [removed: $57,] [added: $43,] respectively) | | | | | | [removed: (1,371)] | | | | | | [removed: (866)] | | | [added: (1,783)] | | | [removed: (676)] | | | [added: (1,371) | | | | | | (866) | | |]

| Income before income taxes | | | | | | [removed: 4,110] | | | | | | [removed: 3,497] | | | [added: 4,490] | | | [removed: 2,250] | | | [added: 4,110 | | | | | | 3,497 | | |]

| Income taxes (Note [removed: N)] [added: M)] | | | | | | [removed: (998)] | | | | | | [removed: (838)] | | | [added: (1,028)] | | | [removed: (528)] | | | [added: (998) | | | | | | (838) | | |]

| Net income | | | | | | [removed: 3,112] | | | | | | [removed: 2,659] | | | [added: 3,462] | | | [removed: 1,722] | | | [added: 3,112 | | | | | | 2,659 | | |]

| Less: Net income attributable to noncontrolling interests | | | | | | [removed: (77)] | | | | | | [removed: —] | | | [added: 69] | | | [added: | | | 77 | | | | | |] — | | |

| Net income attributable to ONEOK | | | | | | [removed: 3,035] | | | | | | [removed: 2,659] | | | [added: 3,393] | | | [removed: 1,722] | | | [added: 3,035 | | | | | | 2,659 | | |]

| Less: Preferred stock dividends | | | | | | [removed: 1] | | | | | | [added: | | | — | | | | | |] 1 | | | | | | 1 | | |

| Net income available to common shareholders | | | | | | [added: | | | | | | | | |] $ | [removed: 3,034] [added: 3,393] | | | | | $ | [removed: 2,658] [added: 3,034] | | | | | $ | [removed: 1,721] [added: 2,658] | |

| Basic EPS (Note [removed: K)] [added: J)] | | | | | | [added: | | | | | | | | |] $ | [removed: 5.19] [added: 5.43] | | | | | $ | [removed: 5.49] [added: 5.19] | | | | | $ | [removed: 3.85] [added: 5.49] | |

| Diluted EPS (Note [removed: K)] [added: J)] | | | | | | [added: | | | | | | | | |] $ | [removed: 5.17] [added: 5.42] | | | | | $ | [removed: 5.48] [added: 5.17] | | | | | $ | [removed: 3.84] [added: 5.48] | |

| Average shares *(millions)* | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | |]

| Basic | | | | | | [removed: 584.6] | | | | | | [removed: 484.3] | | | [added: 624.8] | | | [removed: 447.5] | | | [added: 584.6 | | | | | | 484.3 | | |]

| Diluted | | | | | | [removed: 586.5] | | | | | | [removed: 485.4] | | | [added: 625.9] | | | [removed: 448.4] | | | [added: 586.5 | | | | | | 485.4 | | |]

| | | | | | | *(Millions of [removed: dollars*)] [added: dollars)*] | | | | | | | | | | | | | | |

| Net income | | | | | | $ | [removed: 3,112] [added: 3,462] | | | | | $ | [removed: 2,659] [added: 3,112] | | | | | $ | [removed: 1,722] [added: 2,659] | |

| Change in fair value of derivatives, net of tax of [removed: $16, $(46)] [added: $(19), $16] and [removed: $(28),] [added: $(46),] respectively | | | | | | [removed: (53)] [added: 59] | | | | | | [removed: 155] [added: (53)] | | | | | | [removed: 93] [added: 155] | | |

| Derivative amounts reclassified to net income, net of tax of [removed: $5, $21] [added: $1, $5] and [removed: $(60),] [added: $21,] respectively | | | | | | [removed: (16)] [added: (2)] | | | | | | [removed: (66)] [added: (16)] | | | | | | [removed: 201] [added: (66)] | | |

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*Revenue Recognition – Liquids Commodity Sales*

As described in Note A to the consolidated financial statements, the Company records revenue from liquids commodity sales when the commodity is delivered to the customer as this represents the point in time when control of the product is transferred to the customer.

The Company recognized liquids commodity sales of $25,566 million for the year ended December 31, 2025.

The principal consideration for our determination that performing procedures relating to revenue recognition for liquids commodity sales is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition.

These procedures included testing the effectiveness of controls relating to the revenue recognition process for liquids commodity sales.

These procedures also included, among others, (i) testing revenue recognized for a sample of liquids commodity sales revenue transactions by obtaining and inspecting source documents, such as contracts, settlement statements, invoices, and payments receipts and (ii) confirming a sample of outstanding customer invoices balances as of December 31, 2025, and for confirmations not returned, obtaining and inspecting source documents, such as contracts, settlement statements, invoices, and subsequent payment receipts.

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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| | | | | | | December 31, | | | | | | | | |

| Short-term borrowings (Note G) | | | | | | 820 | | | | | | — | | |

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| Short-term borrowings, net | | | | | | 820 | | | | | | — | | | | | | — | | |

| Delaware Basin JV Acquisition (Note B) | | | | | | (550) | | | | | | — | | | | | | — | | |

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| Net income | | | — | | | — | | | — | | | — | | | 3,393 | | | — | | | 69 | | | 3,462 | | |

| Preferred stock dividends - $13.75 per share | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | |

| Repurchase of common stock (Note H) | | | — | | | — | | | — | | | — | | | — | | | (62) | | | — | | | (62) | | |

| EnLink Acquisition (Note B) | | | — | | | 1 | | | 4,377 | | | — | | | — | | | — | | | (4,378) | | | — | | |

| Delaware Basin JV Acquisition (Note B) | | | — | | | — | | | 185 | | | — | | | — | | | — | | | (678) | | | (493) | | |

| Distributions to noncontrolling interests | | | — | | | — | | | — | | | — | | | — | | | — | | | (47) | | | (47) | | |

| Contributions from noncontrolling interests | | | — | | | — | | | — | | | — | | | — | | | — | | | 19 | | | 19 | | |

| December 31, 2025 | | | $ | — | | $ | 7 | | $ | 20,961 | | $ | (27) | | $ | 2,373 | | $ | (829) | | $ | 84 | | $ | 22,569 | |

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As of December 31, 2025, noncontrolling interests in our Consolidated Balance Sheets related to Ascension and MBTC Pipeline.

As a result of the Delaware Basin JV Acquisition and the EnLink Acquisition, these entities are now wholly owned subsidiaries and are no longer recorded as noncontrolling interests in our Consolidated Balance Sheets as of December 31, 2025.

As of December 31, 2024, noncontrolling interests in our Consolidated Balance Sheets were

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margin requirements.

Revenue is recorded based on the contracted selling price, which is generally index-based and settled daily or monthly.

*Gathering only contracts* (*Natural Gas Gathering and Processing segment*) - Under this type of contract, we charge fees for providing midstream services, which include gathering and treating our customers’ natural gas.

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Our performance obligation begins with delivery of raw natural gas to our system.

This service is treated as one performance obligation that is satisfied over time.

We use the output method based on delivery of product to our system as the measure of progress, as our services are performed simultaneously.

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As described in Management’s Report on Internal Control over Financial Reporting, management has excluded EnLink Midstream, LLC (“EnLink”) and Medallion Midstream, LLC (“Medallion”) from its assessment of internal control over financial reporting as of December 31, 2024, because they were acquired by the Company in purchase business combinations during 2024.

We have also excluded EnLink and Medallion from our audit of internal control over financial reporting.

EnLink and Medallion are consolidated subsidiaries whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent approximately 20% and 3% of total assets, respectively and approximately 7% and 1% of total revenues, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

*Acquisition of EnLink Midstream, LLC – Valuation of Pipelines, Rights-of-Way and Processing Plants*

The acquisition resulted in the recognition of $11.4 billion of property, plant and equipment (PP&E), a significant portion of which relates to pipelines, rights-of-way, and processing plants.

As disclosed by management, in order to estimate the fair value of assets acquired and liabilities assumed, management utilized 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, discount rates applied to estimated future cash flows and commodity margin growth rates.

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

The principal considerations for our determination that performing procedures relating to the valuation of pipelines, rights-of-way, and processing plants acquired in the acquisition of EnLink is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the pipelines, rights-of-way, and processing plants acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to discount rates and commodity margin growth rates used in the discounted cash flow method and estimated construction or replacement cost used in the cost method; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the pipelines, rights-of-way, and processing plants acquired.

These procedures also included, among others (i) reading the purchase agreement; (ii) testing management’s process for developing the fair value estimate of the pipelines, rights-of-way, and processing plants acquired; (iii) evaluating the appropriateness of the discounted cash flows and cost methods used by management; (iv) testing the completeness and accuracy of underlying data used in the discounted cash flow and cost methods; and (v) evaluating the reasonableness of the significant assumptions used by management related to discount rates and commodity margin growth rates used in the discounted cash flow method and the estimated construction or replacement cost used in the cost method.

Evaluating management’s assumptions related to the commodity margin growth rates involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of EnLink and (ii) whether the assumptions were

consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow and cost methods and (ii) the reasonableness of the assumptions related to discount rates, commodity margin growth rates, and estimated construction or replacement cost.

February 25, 2025

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Dec. 31, | | | | | | | | |

| Accrued taxes | | | | | | 221 | | | | | | 215 | | | | | | | | |

| Risk-management assets and liabilities | | | (58) | | | | | | 96 | | | | | | 197 | | |

| Distributions received from unconsolidated affiliates in excess of cumulative earnings | | | 52 | | | | | | 50 | | | | | | 20 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Jan. 1, 2022 | | | $ | — | | $ | 5 | | $ | 7,214 | | $ | (471) | | $ | — | | $ | (732) | | $ | — | | $ | 6,016 | |

Our noncontrolling interests for the year ended Dec.

31, 2024, relate to customer receivables.

Substantially all of the balances in accounts receivable on our Consolidated Balance Sheet at Dec.

31, 2023, related to customer receivables, excluding the insurance receivable related to the legal proceeding described in Note P.

commodities, (iii) fuel and power costs incurred to operate our own facilities that gather, process, transport and store commodities, (iv) product gains and losses and (v) an offset from the contractual fees deducted from the cost of purchased commodities under the contract types below:

At Dec.

In addition, as a result of the EnLink Controlling Interest Acquisition, we acquired lessee arrangements that primarily include office space, compression, field equipment and land.

During the rate-making process for certain of our assets, regulatory

We also sponsor the postretirement benefit obligations, which cover certain legacy Magellan employees.

31, 2019, and Dec.

31, 2020, and statute waivers are in place for these years.

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 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.

In November 2023, the FASB issued ASU 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*, which requires public entities to disclose significant expense categories and amounts for each reportable segment on both an interim and annual basis, consisting of expenses regularly reported to the chief operating decision maker and included in a segment's reported measure of segment profit or loss.

The standard also requires disclosing an amount of other segment items as well as all annual disclosures in interim periods.

Based on our evaluation under that framework, our management concluded that our internal control over financial reporting was effective as of [removed: Dec.][added: December 31, 2025.]

[added: The effectiveness of our internal control over financial reporting as of December] 31, [removed: 2024,] [added: 2025,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein (Item 8).

There have been no changes in our internal control over financial reporting during the quarter ended [removed: Dec.][added: December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.]

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31, 2024.

Our evaluation of the effectiveness of internal control over financial reporting excludes the EnLink Controlling Interest Acquisition and the Medallion Acquisition.

Our Consolidated Statement of Income for the year ended Dec.

31, 2024, includes approximately 7% and 1% of total revenue attributable to EnLink and Medallion, respectively, and our Consolidated Balance Sheet as of Dec.

31, 2024, includes approximately 20% and 3% of total assets attributable to EnLink and Medallion, respectively, that were excluded from management’s assessment of the effectiveness of internal controls over financial reporting.

In accordance with guidance issued by the SEC, companies are allowed to exclude acquisitions from their assessment of internal control over financial reporting during the first year subsequent to the acquisition while integrating the acquired operations.

The effectiveness of our internal control over financial reporting as of Dec.

31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[added: During the three months ended December] 31, [removed: 2024,] [added: 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.

During the three months ended Dec.

Information concerning our directors is set forth in our [removed: 2025] [added: 2026] definitive Proxy Statement and is incorporated herein by this reference.

Information on compliance with Section 16(a) of the Exchange Act is set forth in our [removed: 2025] [added: 2026] definitive Proxy Statement and is incorporated herein by this reference.

Information concerning the code of ethics, or code of business conduct, is set forth in our [removed: 2025] [added: 2026] definitive Proxy Statement and is incorporated herein by this reference.

Information concerning our corporate governance is set forth in our [removed: 2025] [added: 2026] definitive Proxy Statement and is incorporated herein by this reference.

Information on executive compensation is set forth in our [removed: 2025] [added: 2026] definitive Proxy Statement and is incorporated herein by this reference.

Information concerning the ownership of certain beneficial owners is set forth in our [removed: 2025] [added: 2026] definitive Proxy Statement and is incorporated herein by this reference.

Information on security ownership of directors and officers is set forth in our [removed: 2025] [added: 2026] definitive Proxy Statement and is incorporated herein by this reference.

The following table sets forth certain information concerning our equity compensation plans as of [removed: Dec.][added: December 31, 2025:]

| Plan Category | | | | | | Number of [removed: Securities to] [added: Securities to] be [removed: Issued Upon] [added: Issued Upon] Exercise [removed: of Outstanding Options, Warrants] [added: of Outstanding Options, Warrants] and [removed: Rights] [added: Rights (3)] | | | | | | | | | [removed: Weighted-Average Exercise] [added: Weighted-Average Exercise] Price [removed: of Outstanding Options, Warrants] [added: of Outstanding Options, Warrants] and Rights [removed: (3)] [added: (4)] | | | | | | | | | | | | Number of [removed: Securities Remaining] [added: Securities Remaining] Available [removed: For Future] [added: For Future] Issuance [removed: Under Equity Compensation Plans (4)] [added: Under Equity Compensation Plans (5)] | | | | | |

| Equity compensation plans [added: not] approved by security holders [removed: (1)] [added: (2)] | | | | | | [removed: 2,708,539] [added: 132,261] | | | | | | | | | | | | — | | | | | | | | | [removed: 4,695,916] [added: —] | | | | | |

| Equity compensation plans [removed: not] approved by security holders [removed: (2)] [added: (1)] | | | | | | [removed: 271,034] [added: 3,529,356] | | | | | | | | | [removed: $] | | | [removed: 100.40] [added: —] | | | | | | | | | [removed: —] [added: 20,166,969] | | | | | |

For a brief description of the material features of these plans, see Note [removed: L] [added: K] of the Notes to Consolidated Financial Statements in this Annual Report.

[removed: (2)] [added: (3)] - [removed: Includes our NQDC Plan, Deferred Compensation Plan for Non-Employee Directors] [added: Included grants of restricted stock unit awards, performance awards] and [added: director stock awards deferred as phantom stock units under] our [removed: former Stock] [added: Deferred] Compensation Plan for Non-Employee Directors.

For a brief description of the material features of [removed: these plans,] [added: this plan,] see [removed: Notes L and M] [added: Note K] of the Notes to Consolidated Financial Statements in this Annual Report.

[removed: (3)] [added: (4)] - There is no exercise price associated with restrictive stock [removed: incentive] unit [removed: awards and] [added: awards,] performance unit [removed: awards.][added: awards or director stock awards as phantom stock units under our Deferred Compensation Plan for Non-Employee Directors.]

[removed: (4)] [added: (5)] - [removed: Includes 1,459,223, 2,379] [added: Included 969,316, 633,084] and [removed: 3,234,314] [added: 18,564,569] shares available for future issuance under our Employee Stock Purchase Plan, [added: 2025] Employee Stock Award Program and [added: 2025] Equity Incentive Plan, respectively.

[Table of](#i7b1672620cf6495fa8f6f8c4b2282c3d_7) [](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)[C](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)[ontents](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)

| 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.

(2) - Included the assumed EnLink Midstream, LLC, Long-Term Incentive Plan.

31, 2024:

| Total | | | | | | 2,979,573 | | | | | | | | | $ | | | 100.40 | | | | | | | | | 4,695,916 | | | | | |

(1) - Includes shares granted under our Employee Stock Purchase Plan, Employee Stock Award Program and restricted stock incentive unit awards and performance unit awards granted under our former Equity Compensation Plan, our Equity Incentive Plan and the assumed former Magellan Midstream Partners, L.P., Long-Term Incentive Plan.

Compensation deferred into our common stock under our Deferred Compensation Plan for Non-Employee Directors is distributed to participants at fair market value on the date of distribution.

The price used for these plans to calculate the weighted-average exercise price in the table is $100.40, which represents the 2024 year-end closing price of our common stock on the NYSE.

Information on certain relationships and related transactions and director independence is set forth in our [removed: 2025] [added: 2026] definitive Proxy Statement and is incorporated herein by this reference.

Information concerning the principal accountant’s fees and services is set forth in our [removed: 2025] [added: 2026] definitive Proxy Statement and is incorporated herein by this reference.

[Table of](#i7b1672620cf6495fa8f6f8c4b2282c3d_7) [](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)[C](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)[ontents](#i7b1672620cf6495fa8f6f8c4b2282c3d_7)

| | | | (a) | | | Report of Independent Registered Public Accounting Firm (PCAOB ID: 238) | | | [removed: [64](#ib6bade4309dd46d7928fe2243807407d_133)] [added: [65](#i7b1672620cf6495fa8f6f8c4b2282c3d_130)] | | |

| | | | (b) | | | Consolidated Statements of Income for the years ended [removed: Dec.] [added: December] 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [67](#ib6bade4309dd46d7928fe2243807407d_136)] [added: [67](#i7b1672620cf6495fa8f6f8c4b2282c3d_136)] | | |

| | | | (c) | | | Consolidated Statements of Comprehensive Income for the years ended [removed: Dec.] [added: December] 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [67](#ib6bade4309dd46d7928fe2243807407d_139)] [added: [67](#i7b1672620cf6495fa8f6f8c4b2282c3d_139)] | | |

| | | | (d) | | | Consolidated Balance Sheets as of [removed: Dec.] [added: December] 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] | | | [removed: [68](#ib6bade4309dd46d7928fe2243807407d_142)] [added: [68](#i7b1672620cf6495fa8f6f8c4b2282c3d_142)] | | |

| | | | (e) | | | Consolidated Statements of Cash Flows for the years ended [removed: Dec.] [added: December] 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [69](#ib6bade4309dd46d7928fe2243807407d_145)] [added: [69](#i7b1672620cf6495fa8f6f8c4b2282c3d_145)] | | |

| | | | (f) | | | Consolidated Statements of Changes in Equity for the years ended [removed: Dec.] [added: December] 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [70](#ib6bade4309dd46d7928fe2243807407d_549755816085)] [added: [70](#i7b1672620cf6495fa8f6f8c4b2282c3d_148)] | | |