ONEOK 10-Q 2025-03-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2025.

OR

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________.

Commission file number 001-13643

ONEOK, Inc.

(Exact name of registrant as specified in its charter)

Oklahoma			73-1520922
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

100 West Fifth Street,						Tulsa,			OK						74103
(Address of principal executive offices)															(Zip Code)

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

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

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common stock, par value of $0.01			OKE			New York Stock Exchange

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

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

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

Large Accelerated Filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

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

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

On April 21, 2025, the Company had 624,632,479 shares of common stock outstanding.

Table of Contents

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ONEOK, Inc.

TABLE OF CONTENTS

Part I.			Financial Information			Page No.
Item 1.			Financial Statements (Unaudited)			6
			Consolidated Statements of Income - Three Months Ended March 31, 2025 and 2024			6
			Consolidated Statements of Comprehensive Income - Three Months Ended March 31, 2025 and 2024			6
			Consolidated Balance Sheets - March 31, 2025, and December 31, 2024			7
			Consolidated Statements of Cash Flows - Three Months Ended March 31, 2025 and 2024			8
			Consolidated Statements of Changes in Equity - Three Months Ended March 31, 2025 and 2024			9
			Notes to Consolidated Financial Statements			10
			A. Summary of Significant Accounting Policies			10
			B. Acquisitions			10
			C. Fair Value Measurements			11
			D. Risk-Management and Hedging Activities Using Derivatives			12
			E. Debt			13
			F. Equity			14
			G. Variable Interest Entities			14
			H. Earnings Per Share			15
			I. Unconsolidated Affiliates			16
			J. Commitments and Contingencies			16
			K. Revenues			16
			L. Segments			17
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			20
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			33
Item 4.			Controls and Procedures			33
Part II.			Other Information			33
Item 1.			Legal Proceedings			33
Item 1A.			Risk Factors			33
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			34
Item 3.			Defaults Upon Senior Securities			34
Item 4.			Mine Safety Disclosures			34
Item 5.			Other Information			34
Item 6.			Exhibits			34
Signatures						38

As used in this Quarterly Report, references to “ONEOK,” “we,” “our” or “us” refer to ONEOK, Inc., an Oklahoma corporation, and its predecessors and subsidiaries, including Magellan, EnLink and Medallion, unless the context indicates otherwise.

The statements in this Quarterly Report that are not historical information, including statements concerning plans and objectives of management for future operations, economic performance or related assumptions, are forward-looking statements. Forward-looking statements may include words such as “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “guidance,” “intends,” “may,” “might,” “outlook,” “plans,” “potential,” “projects,” “scheduled,” “should,” “target,” “will,” “would” and other words and terms of similar meaning. Although we believe that our expectations regarding future events are based on reasonable assumptions, we can give no assurance that such expectations or assumptions will be achieved. Important factors that could cause actual results to differ materially from those in the forward-looking statements are described under Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Forward-Looking Statements” and Part II, Item 1A, “Risk Factors,” in this Quarterly Report, and under Part I, Item 1A, “Risk Factors,” in our Annual Report.

GLOSSARY

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

$2.5 Billion Credit Agreement			ONEOK’s $2.5 billion amended and restated revolving credit agreement, replaced by the $3.5 Billion Credit Agreement
$3.5 Billion Credit Agreement			ONEOK’s $3.5 billion amended and restated revolving credit agreement
AFUDC			Allowance for funds used during construction
Annual Report			Annual Report on Form 10-K for the year ended December 31, 2024
Ascension			Ascension Pipeline Company, LLC, a 50% owned joint venture
Bbl			Barrels, 1 barrel is equivalent to 42 United States gallons
Bcf			Billion cubic feet
BridgeTex			BridgeTex Pipeline Company, LLC, a 30% owned joint venture
Delaware Basin JV			Delaware G&P LLC, a 50.1% owned joint venture
EBITDA			Earnings before interest expense, income taxes, depreciation and amortization
EnLink			EnLink Midstream, LLC, and after the EnLink Acquisition, Elk Merger Sub II, L.L.C., a wholly owned subsidiary of ONEOK
EnLink Acquisition			The transaction completed on January 31, 2025, pursuant to which ONEOK acquired all of the publicly held EnLink Units in a tax-free transaction, pursuant to the EnLink Merger Agreement
EnLink Controlling Interest Acquisition			The transaction completed on October 15, 2024, pursuant to which ONEOK acquired (i) approximately 43% of the outstanding EnLink Units and (ii) all of the outstanding limited liability company interests in EnLink Midstream Manager, LLC, pursuant to the EnLink Purchase Agreement
EnLink Merger Agreement			Agreement and Plan of Merger, dated as of November 24, 2024, by and among ONEOK, Inc., Elk Merger Sub I, LLC., Elk Merger Sub II LLC., EnLink and EnLink Midstream Manager, LLC
EnLink Partners			EnLink Midstream Partners, LP, a wholly owned subsidiary of ONEOK
EnLink Purchase Agreement			Purchase agreement, dated August 28, 2024, by and among ONEOK, GIP III Stetson I, L.P., GIP III Stetson II, L.P. and EnLink Midstream Manager, LLC
EnLink Revolving Credit Facility			EnLink’s $1.4 billion unsecured credit facility
EnLink Units			Common units representing limited liability company interests in EnLink
EPS			Earnings per share of common stock
ESG			Environmental, social and governance
Exchange Act			Securities Exchange Act of 1934, as amended
FERC			Federal Energy Regulatory Commission
Fitch			Fitch Ratings, Inc.
GAAP			Accounting principles generally accepted in the United States of America
GIP			Global Infrastructure Partners and certain of its managed fund vehicles, including GIP III Stetson I, L.P., GIP III Stetson II, L.P., GIP III Trophy GP 2, GIP III Trophy Acquisition
Intermediate Partnership			ONEOK Partners Intermediate Limited Partnership, a wholly owned subsidiary of ONEOK
Magellan			Magellan Midstream Partners, L.P., a wholly owned subsidiary of ONEOK
Matterhorn			Matterhorn Express, a 15% owned joint venture
MBbl/d			Thousand barrels per day
MBTC Pipeline			MBTC Pipeline LLC, an 80% owned joint venture
MDth/d			Thousand dekatherms per day
Medallion			GIP III Trophy Intermediate Holdings, L.P., and after the Medallion Acquisition, Medallion Parent Holdings, L.L.C, a wholly owned subsidiary of ONEOK
Medallion Acquisition			The transaction completed on October 31, 2024, pursuant to which ONEOK (i) became general partner of Medallion and (ii) acquired all of the issued and outstanding limited partner interests in Medallion from GIP

MMBbl			Million barrels
MMcf/d			Million cubic feet per day
Moody’s			Moody’s Investors Service, Inc.
MPLX			MPLX LP
NGL(s)			Natural gas liquid(s)
Northern Border			Northern Border Pipeline Company, a 50% owned joint venture
ONEOK			ONEOK, Inc.
ONEOK Partners			ONEOK Partners, L.P., a wholly owned subsidiary of ONEOK
Overland Pass			Overland Pass Pipeline Company, LLC, a 50% owned joint venture
Purity NGLs			Marketable natural gas liquid purity products, such as ethane, ethane/propane mix, propane, iso-butane, normal butane and natural gasoline
Quarterly Report(s)			Quarterly Report(s) on Form 10-Q
Refined Products			The output from crude oil refineries, including products such as gasoline, diesel fuel, aviation fuel, kerosene and heating oil
Roadrunner			Roadrunner Gas Transmission, LLC, a 50% owned joint venture
S&P			S&P Global Ratings
Saddlehorn			Saddlehorn Pipeline Company, LLC, a 40% owned joint venture
SEC			Securities and Exchange Commission
Series B Preferred Units			EnLink Partners’ Series B Cumulative Convertible Preferred Units
Series E Preferred Stock			Series E Non-Voting, Perpetual Preferred Stock, par value $0.01 per share
Texas City Logistics			Texas City Logistics, LLC, a 50% owned joint venture
XBRL			eXtensible Business Reporting Language

INFORMATION AVAILABLE ON OUR WEBSITE

We make available, free of charge, on our website (www.oneok.com) copies of our Annual Reports on Form 10-K, Quarterly Reports, Current Reports on Form 8-K, Proxy Statements, amendments to those reports filed or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act and reports of holdings of our securities filed by our officers and directors under Section 16 of the Exchange Act as soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the SEC. Copies of our Code of Business Conduct and Ethics, Corporate Governance Guidelines, Director Independence Guidelines, Corporate Sustainability Report and the written charters of our Board Committees also are available on our website, and we will provide copies of these documents upon request.

In addition to our filings with the SEC and materials posted on our website, we also use social media platforms as additional channels of distribution to reach public investors. Information contained on our website or posted on our social media accounts, including any corresponding applications, are not incorporated by reference into this report.

PART I - FINANCIAL INFORMATION

ONEOK, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
			Three Months Ended
			March 31,
(Unaudited)			2025						2024
			(Millions of dollars, except per share amounts)
Revenues
Commodity sales			$	6,912					$	3,928
Services and other			1,131						853
Total revenues (Note K)			8,043						4,781
Cost of sales and fuel (exclusive of items shown separately below)			5,655						2,897
Operations and maintenance			655						483
Depreciation and amortization			380						254
General taxes			97						86
Transaction costs (Note B)			42						3
Other operating income, net			(6)						(6)
Operating income			1,220						1,064
Equity in net earnings from investments (Note I)			108						76
Other income, net			2						7
Interest expense (net of capitalized interest of $10 and $12, respectively)			(442)						(300)
Income before income taxes			888						847
Income taxes			(197)						(208)
Net income			691						639
Less: Net income attributable to noncontrolling interests			(55)						—
Net income attributable to ONEOK			636						639
Less: Preferred stock dividends			—						—
Net income available to common shareholders			$	636					$	639
Basic EPS (Note H)			$	1.04					$	1.09
Diluted EPS (Note H)			$	1.04					$	1.09
Average shares (millions)
Basic			611.4						584.2
Diluted			612.5						585.7

See accompanying Notes to Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
			Three Months Ended
			March 31,
(Unaudited)			2025						2024
			(Millions of dollars)
Net income			$	691					$	639
Other comprehensive income (loss), net of tax
Change in fair value of derivatives, net of tax of $11 and $22, respectively			(37)						(75)
Derivative amounts reclassified to net income, net of tax of $(3) and $6, respectively			10						(21)
Changes in benefit plan obligations and other, net of tax of $— and $—, respectively			—						1
Total other comprehensive loss, net of tax			(27)						(95)
Comprehensive income			664						544
Less: Comprehensive income attributable to noncontrolling interests			(55)						—
Comprehensive income attributable to ONEOK			$	609					$	544

See accompanying Notes to Consolidated Financial Statements.

ONEOK, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
						March 31,						December 31,
(Unaudited)						2025						2024
Assets			(Millions of dollars)
Current assets
Cash and cash equivalents						$	141					$	733
Accounts receivable, net						2,651						2,326
Inventories						905						748
Other current assets						419						431
Total current assets						4,116						4,238
Property, plant and equipment
Property, plant and equipment						52,888						52,274
Accumulated depreciation and amortization						6,658						6,339
Net property, plant and equipment						46,230						45,935
Other assets
Investments in unconsolidated affiliates						2,405						2,316
Goodwill						8,094						8,091
Intangible assets, net						3,002						3,039
Other assets						416						450
Total other assets						13,917						13,896
Total assets						$	64,263					$	64,069
Liabilities and equity
Current liabilities
Current maturities of long-term debt (Note E)						$	2,059					$	1,059
Short-term borrowings (Note E)						200						—
Accounts payable						2,437						2,187
Commodity imbalances						319						260
Accrued interest						461						511
Other current liabilities						707						702
Total current liabilities						6,183						4,719
Long-term debt, excluding current maturities						29,781						31,018
Deferred credits and other liabilities
Deferred income taxes						5,591						5,451
Other deferred credits						588						748
Total deferred credits and other liabilities						6,179						6,199
Commitments and contingencies (Note J)
Equity (Note F)
Preferred stock, $0.01 par value: authorized and issued 20,000 shares at March 31, 2025, and December 31, 2024						—						—
Common stock, $0.01 par value: authorized 1,200,000,000 shares; issued 651,056,373 shares and outstanding 624,626,545 shares at March 31, 2025; issued 609,713,834 shares and outstanding 583,110,633 shares at December 31, 2024						7						6
Paid-in capital						20,721

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The following discussion and analysis should be read in conjunction with our unaudited Consolidated Financial Statements and the Notes to Consolidated Financial Statements in this Quarterly Report, as well as our Annual Report.

RECENT DEVELOPMENTS

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

EnLink Acquisition - On January 31, 2025, we completed the EnLink Acquisition. Pursuant to the EnLink Merger Agreement, each publicly held common unit of EnLink was exchanged for a fixed ratio of 0.1412 shares of ONEOK common stock, including EnLink Units that were exchanged for all previously outstanding Series B Preferred Units immediately prior to closing. We issued 41 million shares of common stock, with a fair value of $4.0 billion as of the closing date of the EnLink Acquisition. EnLink is now a wholly owned subsidiary.

Joint Ventures - On February 4, 2025, we announced definitive agreements to form joint ventures with MPLX to construct a 400 MBbl/d liquified petroleum gas export terminal in Texas City, Texas, and a new 24-inch pipeline from our Mont Belvieu, Texas, storage facility to the new terminal. Texas City Logistics, the export terminal joint venture, is owned 50% by us and 50% by MPLX, with MPLX constructing and operating the facility. MBTC Pipeline, 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 a total of approximately $1.0 billion into these projects.

Business Update and Market Conditions - Earnings increased in the first quarter of 2025, compared with the first quarter of 2024, due primarily to the positive impact of the EnLink and Medallion Acquisitions across our segments. Our extensive and integrated assets are located in, and connected with, some of the most productive shale basins, as well as refineries and demand centers, in the United States.

Due to recent changes in the commodity price environment, we are monitoring producers’ drilling, completion and production plans, but we do not currently anticipate material changes to our volume expectations. Our counterparties are primarily major and independent crude oil and natural gas producers that can withstand temporary commodity price volatility. We are also monitoring the impact of the tariffs announced by the federal government in 2025, which could increase our costs for materials and equipment. Due to the phase of construction of our larger projects, proactively monitoring lead times on materials and equipment used in constructing capital projects and entering into procurement agreements for long-lead items, we do not expect the announced tariffs to have a material impact on capital expenditures in 2025.

Although the energy industry has experienced many commodity cycles, we have positioned ourselves to reduce exposure to direct commodity price volatility. Each of our four reportable segments are primarily fee-based, and we expect our consolidated earnings to be approximately 90% fee-based in 2025. Our fee-based earnings are primarily supported by long-term contracts, including minimum volume commitments and take-or-pay agreements, with investment-grade counterparties.

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

Project			Scope			Approximate Cost (a)			Expected Completion
Natural Gas Liquids						(In millions)
Elk Creek pipeline expansion			Increase capacity to 435 MBbl/d out of the Rocky Mountain region			$355			Completed (b)
Medford fractionator			Rebuild our 210 MBbl/d NGL fractionation facility in Medford, Oklahoma			$385			(c)
Texas City Logistics export terminal (d)			400 MBbl/d liquefied 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
Refined Products and Crude
Greater Denver pipeline expansion			Increase total system capacity by 35 MBbl/d and additional expansion capabilities			$480			Mid-2026

(a) - Excludes capitalized interest/AFUDC. For our Texas City Logistics and MBTC Pipeline joint venture projects, the amounts presented exclude MPLX capital contributions.

(b) - We completed construction in January 2025, and the project is partially in service. Following supply of full power, expected in mid-2025, we will reach the full capacity of 435 MBbl/d.

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

(d) - Our investment in Texas City Logistics is accounted for using the equity method. Spending on this project will be recorded as contributions to unconsolidated affiliates.

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.

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

Debt Repayments - In March 2025, we repaid our $250 million, 3.2% senior notes at maturity with cash on hand.

Share Repurchase Program - Our Board of Directors authorized a share repurchase program to buy up to $2.0 billion of our outstanding common stock. The program will terminate upon completion of the repurchase of the $2.0 billion of common stock or on January 1, 2029, whichever occurs first. For the three months ended March 31, 2025, we repurchased $17 million of our outstanding common stock with cash on hand, bringing total repurchases under the program to 1.865 million shares of common stock for $189 million since its inception in January 2024.

Dividends - In February 2025, we paid a quarterly common stock dividend of $1.03 per share ($4.12 per share on an annualized basis), an increase of 4% compared with the same quarter in the prior year. Our dividend growth is due primarily to the increase in cash flows resulting from the growth of our operations. We declared a quarterly common stock dividend of $1.03 per share in April 2025. The quarterly common stock dividend will be paid on May 15, 2025, to shareholders of record at the close of business on May 5, 2025.

FINANCIAL RESULTS AND OPERATING INFORMATION

How We Evaluate Our Operations

Management uses a variety of financial and operating metrics to analyze our performance. Our consolidated financial metrics include: (1) operating income; (2) net income; (3) diluted EPS; and (4) adjusted EBITDA. We evaluate segment operating results using adjusted EBITDA and our operating metrics, which include various volume and rate statistics that are relevant for the respective segment. These operating metrics allow investors to analyze the various components of segment financial results in terms of volumes and rate/price. Management uses these metrics to analyze historical segment financial results and as the key inputs for forecasting and budgeting segment financial results. For additional information on our operating metrics, see the respective segment subsections of this “Financial Results and Operating Information” section.

Non-GAAP Financial Measures - Adjusted EBITDA is a non-GAAP measure of our financial performance. Adjusted EBITDA is defined as net income adjusted for interest expense, depreciation and amortization, noncash impairment charges, income taxes, noncash compensation expense and certain other noncash items. Our calculation includes adjusted EBITDA related to our unconsolidated affiliates using the same recognition and measurement methods used to record equity in net

earnings from investments. Adjusted EBITDA from our unconsolidated affiliates is calculated consistently with the definition above and excludes items such as interest expense, depreciation and amortization, income taxes and other noncash items. Although the amounts related to our unconsolidated affiliates are included in the calculation of adjusted EBITDA, such inclusion should not be understood to imply that we have control over the operations and resulting revenues, expenses or cash flows of such unconsolidated affiliates.

We believe this non-GAAP financial measure is useful to investors because it and similar measures are used by many companies in our industry as a measurement of financial performance and is commonly employed by financial analysts and others to evaluate our financial performance and to compare financial performance among companies in our industry. Adjusted EBITDA should not be considered an alternative to net income, EPS or any other measure of financial performance presented in accordance with GAAP. Additionally, this calculation may not be comparable with similarly titled measures of other companies. See reconciliation of net income to adjusted EBITDA in the “Non-GAAP Financial Measures” subsection.

Consolidated Operations

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

			Three Months Ended												Three Months
			March 31,												2025 vs. 2024
Financial Results			2025						2024						$ Increase (Decrease)
			(Millions of dollars, except per share amounts)
Revenues
Commodity sales			$	6,912					$	3,928					2,984
Services and other			1,131						853						278
Total revenues			8,043						4,781						3,262
Cost of sales and fuel (exclusive of items shown separately below)			5,655						2,897						2,758
Operating costs			752						569						183
Depreciation and amortization			380						254						126
Transaction costs			42						3						39
Other operating income, net			(6)						(6)						—
Operating income			$	1,220					$	1,064					156
Equity in net earnings from investments			$	108					$	76					32
Interest expense, net of capitalized interest			$	(442)					$	(300)					142
Net income			$	691					$	639					52
Net income attributable to ONEOK			$	636					$	639					(3)
Diluted EPS			$	1.04					$	1.09					(0.05)
Adjusted EBITDA			$	1,775					$	1,441					334
Capital expenditures			$	629					$	512					117

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

Operating income increased $156 million for the three months ended March 31, 2025, compared with the same period in 2024, primarily as a result of the following:

*•*Natural Gas Gathering and Processing - an increase of $129 million due primarily to the operating income of EnLink and higher volumes in the Rocky Mountain region, offset partially by lower realized NGL prices, net of hedging, and higher operating costs;

• Natural Gas Liquids - an increase of $9 million due primarily to the operating income of EnLink, offset partially by lower earnings on sales of Purity NGLs held in inventory and higher operating costs;

*•*Natural Gas Pipelines - an increase of $28 million due primarily to the operating income of EnLink, offset partially by the impact of the interstate natural gas pipeline divestiture in 2024; and

• Refined Products and Crude - an increase of $39 million due primarily to the operating income of Medallion and EnLink and lower operating costs, offset partially by lower liquids blending differentials; offset by

*•*Consolidated Transaction Costs - an increase of $39 million due primarily to higher transaction costs related to the EnLink Acquisition.

Net income increased for the three months ended March 31, 2025, compared with the same period in 2024, due primarily to the items discussed above and higher equity in net earnings from investments, offset partially by higher interest expense due to higher debt balances resulting from the September 2024 $7.0 billion notes offering and the acquired debt balances from the EnLink Controlling Interest Acquisition in 2024.

Capital expenditures increased for the three months ended March 31, 2025, compared with the same period in 2024, due primarily to the phase of our large capital projects. Please refer to the “Recent Developments” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Quarterly Report for additional information on our capital projects.

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

Natural Gas Gathering and Processing

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

			Three Months Ended												Three Months
			March 31,												2025 vs. 2024
Financial Results			2025						2024						$ Increase (Decrease)
			(Millions of dollars)
NGL and condensate sales			$	1,227					$	623					604
Residue natural gas sales			698						344						354
Gathering, compression, dehydration and processing fees and other revenue			272						43						229
Cost of sales and fuel (exclusive of depreciation and operating costs)			(1,456)						(594)						862
Operating costs, excluding noncash compensation adjustments			(250)						(113)						137
Adjusted EBITDA from unconsolidated affiliates			2						2						—
Other			(2)						1						(3)
Adjusted EBITDA			$	491					$	306					185
Capital expenditures			$	241					$	116					125

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

Adjusted EBITDA increased $185 million for the three months ended March 31, 2025, compared with the same period in 2024, primarily as a result of the following:

• an increase of $213 million due to adjusted EBITDA from EnLink; and

• an increase of $16 million from higher volumes due primarily to increased production and the impact of winter weather in the Rocky Mountain region in 2024; offset by

• a decrease of $19 million due primarily to lower realized NGL prices, net of hedging, and lower average fee rates, offset partially by higher realized natural gas and condensate prices, net of hedging;

• an increase of $16 million in operating costs due primarily to higher employee-related costs and accruals for methane fees in 2025; and

• a decrease of $6 million from the divestiture of certain non-strategic assets in 2024.

Capital expenditures increased for the three months ended March 31, 2025, compared with the same period in 2024, due primarily to our capital project to relocate a processing plant to the Permian Basin from North Texas and routine capital projects.

			Three Months Ended
			March 31,
Operating Information			2025						2024
Natural gas processed (MMcf/d) (a)(b)			5,250						2,187

(a) - Includes volumes for consolidated entities only.

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

Our natural gas processed volumes increased for the three months ended March 31, 2025, compared with the same period in 2024, due primarily to incremental volumes from the EnLink Acquisition.

Natural Gas Liquids

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

			Three Months Ended												Three Months
			March 31,												2025 vs. 2024
Financial Results			2025						2024						$ Increase (Decrease)
			(Millions of dollars)
NGL and condensate sales			$	4,112					$	3,264					848
Exchange service and other revenues			105						124						(19)
Transportation and storage revenues			51						48						3
Cost of sales and fuel (exclusive of depreciation and operating costs)			(3,457)						(2,698)						759
Operating costs, excluding noncash compensation adjustments			(203)						(173)						30
Adjusted EBITDA from unconsolidated affiliates			28						17						11
Other			(1)						6						(7)
Adjusted EBITDA			$	635					$	588					47
Capital expenditures			$	171					$	253					(82)

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

Adjusted EBITDA increased $47 million for the three months ended March 31, 2025, compared with the same period in 2024, primarily as a result of the following:

• an increase of $64 million due to adjusted EBITDA from EnLink; and

• an increase of $11 million in adjusted EBITDA from unconsolidated affiliates due primarily to higher volumes delivered to the Overland Pass Pipeline; offset by

• a decrease of $15 million in optimization and marketing due primarily to lower earnings on sales of Purity NGLs held in inventory; and

*•*an increase of $13 million in operating costs due primarily to higher employee-related costs from the growth of our operations.

Capital expenditures decreased for the three months ended March 31, 2025, compared with the same periods in 2024, due primarily to the completion of our MB-6 fractionator and pipeline expansion projects in 2024.

			Three Months Ended
			March 31,
Operating Information			2025						2024
Raw feed throughput (MBbl/d) (a)			1,293						1,241
Average Conway-to-Mont Belvieu Oil Price Information Service price differential - ethane in ethane/propane mix ($/gallon)			$	0.00					$	0.00

(a) - Represents physical raw feed volumes for which we provide transportation and/or fractionation services.

We generally expect ethane volumes to increase or decrease with corresponding increases or decreases in overall NGL production. However, ethane volumes may experience growth or decline greater than corresponding growth or decline in overall NGL production due to ethane economics causing producers to recover or reject ethane.

Volumes increased for the three months ended March 31, 2025, compared with the same period in 2024, due primarily to incremental volumes from the EnLink Acquisition and higher volumes in the Rocky Mountain region, offset partially by lower ethane volume in the Mid-Continent region.

Natural Gas Pipelines

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

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

			Three Months Ended												Three Months
			March 31,												2025 vs. 2024
Financial Results			2025						2024						$ Increase (Decrease)
			(Millions of dollars)
Transportation revenues			$	100					$	119					(19)
Storage revenues			44						38						6
Residue natural gas sales and other revenues			320						28						292
Cost of sales and fuel (exclusive of depreciation and operating costs)			(261)						(15)						246
Operating costs, excluding noncash compensation adjustments			(51)						(51)						—
Adjusted EBITDA from unconsolidated affiliates			61						47						14
Other			(1)						(1)						—
Adjusted EBITDA			$	212					$	165					47
Capital expenditures			$	62					$	79					(17)

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

Adjusted EBITDA increased $47 million for the three months ended March 31, 2025, compared with the same period in 2024, primarily as a result of the following:

• an increase of $80 million due to adjusted EBITDA from EnLink; offset by

*•*a decrease of $32 million due to the interstate natural gas pipeline divestiture.

Capital expenditures decreased for the three months ended March 31, 2025, compared with the same period in 2024, due primarily to the completion of capital projects in 2024, offset partially by increased growth projects primarily from EnLink.

			Three Months Ended
			March 31,
Operating Information (a)			2025						2024
Natural gas transportation capacity contracted (MDth/d)			4,663						4,485
Transportation capacity contracted			97		%				97		%

(a) - Includes capacity contracted for consolidated Oklahoma and Texas intrastate pipeline entities only.

Refined Products and Crude

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

			Three Months Ended												Three Months
			March 31,												2025 vs. 2024
Financial Results			2025						2024						$ Increase (Decrease)
			(Millions of dollars)
Product sales			$	1,901					$	351					1,550
Transportation revenues			409						340						69
Storage, terminals and other revenues			158						153						5
Cost of sales and fuel (exclusive of depreciation and operating costs)			(1,835)						(285)						1,550
Operating costs, excluding noncash compensation adjustments			(217)						(210)						7
Adjusted EBITDA from unconsolidated affiliates			48						35						13
Other			7						(3)						10
Adjusted EBITDA			$	471					$	381					90
Capital expenditures			$	141					$	42					99

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

Adjusted EBITDA increased $90 million for the three months ended March 31, 2025, compared to the same period in 2024, primarily as a result of the following:

• an increase of $92 million due to adjusted EBITDA from Medallion and EnLink;

• an increase of $13 million in adjusted EBITDA from unconsolidated affiliates due primarily to higher BridgeTex earnings and higher Saddlehorn earnings due to our 10% ownership interest increase in March 2024; and

• a decrease of $13 million in operating cost due primarily to lower outside services*; offset by*

• a decrease of $27 million in optimization and marketing due primarily to lower liquids blending differentials.

Capital expenditures increased for the three months ended March 31, 2025, compared with the same periods in 2024, due primarily to capital projects from Medallion and EnLink and our greater Denver pipeline expansion project.

			Three Months Ended
			March 31,
Operating Information (a)			2025						2024
Refined Products volume shipped (MBbl/d)			1,401						1,411
Crude oil volume shipped (MBbl/d)			1,846						747

(a) - Includes volumes for consolidated entities only.

Crude oil volume shipped increased for the three months ended March 31, 2025, compared with the same period in 2024, due primarily to incremental volumes from the Medallion and EnLink Acquisitions.

Non-GAAP Financial Measures

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

						Three Months Ended
						March 31,
(Unaudited)						2025						2024
Reconciliation of net income to adjusted EBITDA						(Millions of dollars)
Net income						$	691					$	639
Interest expense, net of capitalized interest						442						300
Depreciation and amortization						380						254
Income taxes						197						208
Adjusted EBITDA from unconsolidated affiliates						139						101
Equity in net earnings from investments						(108)						(76)
Noncash compensation expense and other (a)						34						15
Adjusted EBITDA						$	1,775					$	1,441
Reconciliation of segment adjusted EBITDA to adjusted EBITDA
Segment adjusted EBITDA:
Natural Gas Gathering and Processing						$	491					$	306
Natural Gas Liquids						635						588
Natural Gas Pipelines						212						165
Refined Products and Crude						471						381
Other (a)						(34)						1
Adjusted EBITDA						$	1,775					$	1,441

(a) - The three months ended March 31, 2025, included transaction costs primarily related to the EnLink Acquisition of $31 million included within other and $11 million included within noncash compensation expense and other.

CONTINGENCIES

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

LIQUIDITY AND CAPITAL RESOURCES

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

We expect our sources of cash inflows to provide sufficient resources to finance our operations, capital expenditures, quarterly cash dividends, maturities of long-term debt, share repurchases, contributions to unconsolidated affiliates and joint ventures. We believe we have sufficient liquidity due to our $3.5 Billion Credit Agreement, which expires in February 2030, and access to $1.0 billion available through our “at-the-market” equity program. As of April 21, 2025, no shares have been sold through our “at-the-market” equity program.

We may manage interest-rate risk through the use of fixed-rate debt, floating-rate debt, Treasury locks and interest-rate swaps. In April 2025, we entered into $250 million of Treasury locks to hedge the variability of interest payments on a portion of our forecasted debt issuances. For additional information on our interest-rate derivative instruments, see Note E of the Notes to Consolidated Financial Statements in our Annual Report.

Cash Management - At March 31, 2025, we had $141 million of cash and cash equivalents. For our wholly owned subsidiaries, we use a centralized cash management program that concentrates the cash assets of our wholly owned nonguarantor operating subsidiaries in joint accounts for the purposes of providing financial flexibility and lowering the cost of borrowing, transaction costs and bank fees. Our centralized cash management program provides that funds in excess of the daily needs of our operating subsidiaries are concentrated, consolidated or otherwise made available for use by other entities within our consolidated group. Our operating subsidiaries participate in this program to the extent they are permitted pursuant to FERC regulations or their operating agreements. Under the cash management program, depending on whether a

participating subsidiary has short-term cash surpluses or cash requirements, we provide cash to the subsidiary or the subsidiary provides cash to us.

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

Guarantees - ONEOK, ONEOK Partners, the Intermediate Partnership, Magellan, EnLink and EnLink Partners have cross guarantees in place for ONEOK’s and ONEOK Partners’ indebtedness. These guarantees in place for our and ONEOK Partners’ indebtedness are full, irrevocable, unconditional and absolute joint and several guarantees to the holders of each series of outstanding securities. Liabilities under the guarantees rank equally in right of payment with all of the guarantors’ existing and future senior unsecured indebtedness. The Intermediate Partnership holds all of ONEOK Partners’ interests and equity in its subsidiaries, which are nonguarantors, and substantially all the assets and operations reside with nonguarantor operating subsidiaries. Magellan, EnLink and EnLink Partners hold interests in their subsidiaries, which are nonguarantors, and substantially all the assets and operations reside with nonguarantor operating subsidiaries. Therefore, as allowed under Rule 13-01 of Regulation S-X, we have excluded the summarized financial information for each issuer and guarantor as the combined financial information of subsidiary issuers and parent guarantors, excluding our ownership of all interest in ONEOK Partners, Magellan and EnLink, reflect no material assets or liabilities or results of operations apart from guaranteed indebtedness. For additional information on our indebtedness, please see Note H of the Notes to Consolidated Financial Statements in our Annual Report and Note E of the Notes to Consolidated Financial Statements in this Quarterly Report.

Short-term Liquidity - Our principal sources of short-term liquidity consist of cash generated from operating activities, distributions received from our unconsolidated affiliates, proceeds from our commercial paper program and our $3.5 Billion Credit Agreement. In February 2025, we amended and restated our $2.5 Billion Credit Agreement to increase the size to $3.5 billion, extend the term to February 2030, and make other nonmaterial modifications. All other terms and conditions remain substantially the same. As of March 31, 2025, we had no borrowings under our $3.5 Billion Credit Agreement, and we are in compliance with all covenants. Upon closing of the EnLink Acquisition on January 31, 2025, the EnLink Revolving Credit Facility was terminated. For additional information on the EnLink Revolving Credit Facility, see Note H of the Notes to Consolidated Financial Statements in our Annual Report.

As of March 31, 2025, we had a working capital (defined as current assets less current liabilities) deficit of $2.1 billion, due primarily to current maturities of long-term debt. Generally, our working capital is influenced by several factors, including, among other things: (i) the timing of (a) debt and equity issuances, (b) the funding of capital expenditures, (c) scheduled debt payments, and (d) accounts receivable and payable; and (ii) the volume and cost of inventory and commodity imbalances. We may have working capital deficits in future periods as our long-term debt becomes current. We do not expect a working capital deficit of this nature to have a material adverse impact to our cash flows or operations.

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

Long-term Financing - In addition to our principal sources of short-term liquidity discussed above, we expect to fund our longer-term financing requirements by issuing long-term notes, as needed. Other options to obtain financing include, but are not limited to, issuing common stock, loans from financial institutions, issuance of convertible debt securities or preferred equity securities, asset securitization and the sale and lease-back of facilities.

We may, at any time, seek to retire or purchase our or ONEOK Partners’ outstanding debt through cash purchases and/or exchanges for equity or debt, in open-market repurchases, privately negotiated transactions or otherwise. Such repurchases and exchanges, if any, will be on such terms and prices as we may determine and will depend on prevailing market conditions, or liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Debt Repayments - In March 2025, we repaid our $250 million, 3.2% senior notes at maturity with cash on hand.

Equity Issuances - On January 31, 2025, we completed the EnLink Acquisition. Pursuant to the EnLink Merger Agreement, each publicly held common unit of EnLink was exchanged for a fixed ratio of 0.1412 shares of ONEOK Common stock, including EnLink Units that were exchanged for all previously outstanding Series B Preferred Units immediately prior to closing. We issued 41 million shares of common stock, with a fair value of $4.0 billion. There are no remaining Series B Preferred Units outstanding.

Share Repurchase Program - Our Board of Directors authorized a share repurchase program to buy up to $2.0 billion of our outstanding common stock. The program will terminate upon completion of the repurchase of the $2.0 billion of common stock or on January 1, 2029, whichever occurs first. For the three months ended March 31, 2025, we repurchased $17 million of our outstanding common stock with cash on hand, bringing total repurchases under the program to 1.865 million shares of common stock for $189 million since its inception in January 2024.

Capital Expenditures - We proactively monitor lead times on materials and equipment used in constructing capital projects, and we enter into procurement agreements for long-lead items for potential projects to plan for future growth. Our capital expenditures are financed typically through operating cash flows and short- and long-term debt. We do not expect the tariffs recently announced by the federal government to have a material impact on capital expenditures in 2025.

Capital expenditures, less allowance for equity funds used during construction, were $629 million and $512 million for the three months ended March 31, 2025 and 2024, respectively.

We expect total capital expenditures of $2.8 - $3.2 billion in 2025.

Credit Ratings - Our long-term debt credit ratings as of April 21, 2025, are shown in the table below:

Rating Agency			Long-Term Rating			Short-Term Rating			Outlook
Moody’s			Baa2			Prime-2			Stable
S&P			BBB			A-2			Stable
Fitch			BBB			F2			Stable

Our credit ratings, which are investment grade, may be affected by our leverage, liquidity, credit profile or potential transactions. The most common criteria for assessment of our credit ratings are the debt-to-EBITDA ratio, interest coverage, business risk profile and liquidity. If our credit ratings were downgraded, our cost to borrow funds under our $3.5 Billion Credit Agreement would increase, and a potential loss of access to the commercial paper market could occur. In the event that we are unable to borrow funds under our commercial paper program and there has not been a material adverse change in our business, we would continue to have access to our $3.5 Billion Credit Agreement, which expires in 2030. An adverse credit rating change alone is not a default under our $3.5 Billion Credit Agreement.

In the normal course of business, our counterparties provide us with secured and unsecured credit. In the event of a downgrade in our credit ratings or a significant change in our counterparties’ evaluation of our creditworthiness, we could be required to provide additional collateral in the form of cash, letters of credit or other negotiable instruments as a condition of continuing to conduct business with such counterparties. We may be required to fund margin requirements with our counterparties with cash, letters of credit or other negotiable instruments.

Dividends - Holders of our common stock share equally in any common stock dividends declared by our Board of Directors, subject to the rights of the holders of outstanding preferred stock. In February 2025, we paid a common stock dividend of $1.03 per share ($4.12 per share on an annualized basis), an increase of 4% compared with the same quarter in the prior year. A common stock dividend of $1.03 per share was declared in April 2025, for the shareholders of record at the close of business on May 5, 2025, payable on May 15, 2025.

For the three months ended March 31, 2025, our cash flows from operations exceeded dividends paid by $261 million. We expect our cash flows from operations to continue to sufficiently fund our cash dividends. To the extent operating cash flows are not sufficient to fund our dividends, we may utilize cash on hand from other sources of short- and long-term liquidity to fund a portion of our dividends.

CASH FLOW ANALYSIS

We use the indirect method to prepare our Consolidated Statements of Cash Flows. Under this method, we reconcile net income to cash flows provided by operating activities by adjusting net income for those items that affect net income but do not result in actual cash receipts or payments during the period and for operating cash items that do not impact net income. These reconciling items can include depreciation and amortization, deferred income taxes, impairment charges, allowance for equity funds used during construction, gain or loss on sale of business and assets, net undistributed earnings from unconsolidated affiliates, share-based compensation expense, other amounts and changes in our assets and liabilities not classified as investing or financing activities.

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

																		Variances
						Three Months Ended												2025 vs. 2024
						March 31,												$ Increase (Decrease) in Cash
						2025						2024
						(Millions of dollars)
Total cash provided by (used in):
Operating activities						$	904					$	596					308
Investing activities						(694)						(578)						(116)
Financing activities						(802)						(291)						(511)
Change in cash and cash equivalents						(592)						(273)						(319)
Cash and cash equivalents at beginning of period						733						338						395
Cash and cash equivalents at end of period						$	141					$	65					76

Operating Cash Flows - Operating cash flows are affected by earnings from our business activities and changes in our operating assets and liabilities. Changes in commodity prices and demand for our services or products, whether because of general economic conditions, changes in supply, changes in demand for the end products that are made with our products or increased competition from other service providers, could affect our earnings and operating cash flows. Our operating cash flows can also be impacted by changes in our inventory balances, which are driven primarily by commodity prices, supply, demand and the operation of our assets.

Cash flows from operating activities, before changes in operating assets and liabilities for the three months ended March 31, 2025, increased $150 million compared with the same period in 2024, due primarily to the impact of the EnLink and Medallion Acquisitions as discussed in “Financial Results and Operating Information.”

The changes in operating assets and liabilities decreased operating cash flows $344 million for the three months ended March 31, 2025, compared with a decrease of $502 million for the same period in 2024. This change is due primarily to changes in accounts payable, which vary from period to period with changes in commodity prices and from the timing of payments to vendors, suppliers and other third parties and due to changes in risk management assets and liabilities. These changes were offset partially by changes in accounts receivable, which vary from period to period with changes in commodity prices and from the timing of cash receipts from counterparties.

Investing Cash Flows - Cash used in investing activities for the three months ended March 31, 2025, increased $116 million, compared with the same period in 2024, due primarily to an increase in capital expenditures related to our capital projects.

Financing Cash Flows - Cash used in financing activities for the three months ended March 31, 2025, increased $511 million, compared with the same period in 2024, due primarily to the repayment of long-term debt and a decrease of short-term borrowings in 2025.

IMPACT OF NEW ACCOUNTING STANDARDS

See Note A of the Notes to Consolidated Financial Statements in this Quarterly Report for discussion of new accounting standards.

CRITICAL ACCOUNTING ESTIMATES

The preparation of our Consolidated Financial Statements and related disclosures in accordance with GAAP requires us to make estimates and assumptions with respect to values or conditions that cannot be known with certainty that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements. These estimates and assumptions also affect the reported amounts of revenue and expenses during the reporting period. Although we believe these estimates and assumptions are reasonable, actual results could differ from our estimates.

Information about our critical accounting estimates is included under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates,” in our Annual Report.

FORWARD-LOOKING STATEMENTS

This Quarterly Report contains forward-looking statements in reliance on the safe harbor protections of the Securities Act of 1933, as amended, and the Exchange Act, which involve substantial risk and uncertainties. Such forward-looking statements include, but are not limited to, statements relating to our anticipated financial performance, liquidity, management’s plans and objectives for our future capital projects and other future operations, our business prospects, the outcome of regulatory and legal proceedings, market conditions, potential or pending strategic transactions, the timing thereof and our ability to achieve the intended and projected operational, financial and strategic benefits from any such transactions, and other matters. The following discussion is intended to identify important factors that could cause future outcomes to differ materially from those set forth in the forward-looking statements.

Forward-looking statements and other statements in this Quarterly Report regarding our environmental, social and other sustainability targets, plans and goals are not an indication that these statements are required to be disclosed in our filings with the SEC, or that we will continue to make similar statements in the same extent or manner in future filings. In addition, historical, current and forward-looking environmental, social and sustainability-related statements may be based on standards and processes for measuring progress that are still developing and that continue to evolve, and assumptions that are subject to change in the future.

Forward-looking statements include the items identified in the preceding paragraphs, the information concerning possible or assumed future results of our operations and other statements contained in this Quarterly Report identified by words such as “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “guidance,” “intends,” “may,” “might,” “outlook,” “plans,” “potential,” “projects,” “scheduled,” “should,” “target,” “will,” “would,” and other words and terms of similar meaning.

One should not place undue reliance on forward-looking statements. Known and unknown risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements. Those factors may affect our operations, markets, products, services and prices. In addition to any assumptions and other factors referred to specifically in connection with the forward-looking statements, factors that could cause our actual results to differ materially from those contemplated in any forward-looking statement include, among others, the following:

• the impact on drilling and production by factors beyond our control, including the demand for natural gas, NGLs, Refined Products and crude oil; producers’ desire and ability to drill and obtain necessary permits; regulatory compliance; reserve performance; and capacity constraints and/or shut downs on the pipelines that transport crude oil, natural gas, NGLs, and Refined Products from producing areas and our facilities;

• the impact of unfavorable economic and market conditions, inflationary pressures, which may increase our capital expenditures and operating costs, raise the cost of capital or depress economic growth;

• the impact of the volatility of natural gas, NGL, Refined Products and crude oil prices on our earnings and cash flows, which is impacted by a variety of factors beyond our control, including international terrorism and conflicts and geopolitical instability;

• the impact of reduced volatility in energy prices or new government regulations that could discourage our storage customers from holding positions in Refined Products, crude oil and natural gas;

• the economic or other impact of announced or future tariffs;

• our dependence on producers, gathering systems, refineries and pipelines owned and operated by others and the impact of any closures, interruptions or reduced activity levels at these facilities;

• the impact of increased attention to ESG issues, including climate change, and risks associated with the physical and financial impacts of climate change;

• risks associated with operational hazards and unforeseen interruptions at our operations;

• the inability of insurance proceeds to cover all liabilities or incurred costs and losses, or lost earnings, resulting from a loss;

• the risk of increased costs for insurance premiums or less favorable coverage;

• demand for our services and products in the proximity of our facilities;

• risks associated with our ability to hedge against commodity price risks or interest rate risks;

• a breach of information security, including a cybersecurity attack, or failure of one or more key information technology or operational systems, and terrorist attacks, including cyber sabotage;

• exposure to construction risk and supply risks if adequate natural gas, NGL, Refined Products and crude oil supply is unavailable upon completion of facilities;

• the accuracy of estimates of hydrocarbon reserves, which could result in lower than anticipated volumes;

• our lack of ownership over all of the land on which our property is located and certain of our facilities and equipment;

• the impact of changes in estimation, type of commodity and other factors on our measurement adjustments;

• excess capacity on our pipelines, processing, fractionation, terminal and storage assets;

• risks associated with the period of time our assets have been in service;

• our partial reliance on cash distributions from our unconsolidated affiliates on our operating cash flows;

• our ability to cause our joint ventures to take or not take certain actions unless some or all of our joint-venture participants agree;

• our reliance on others to operate certain joint-venture assets and to provide other services;

• our ability to use net operating losses and certain tax attributes;

• increased regulation of exploration and production activities, including hydraulic fracturing, well setbacks and disposal of wastewater;

• impacts of regulatory oversight and potential penalties on our business;

• risks associated with the rate regulation, challenges or changes, which may reduce the amount of cash we generate;

• the impact of our gas liquids blending activities, which subject us to federal regulations that govern renewable fuel requirements in the U.S.;

• incurrence of significant costs to comply with the regulation of greenhouse gas emissions;

• the impact of federal and state laws and regulations relating to the protection of the environment, public health and safety on our operations, as well as increased litigation and activism challenging oil and gas development as well as changes to and/or increased penalties from the enforcement of laws, regulations and policies;

• the impact of unforeseen changes in interest rates, debt and equity markets and other external factors over which we have no control;

• actions by rating agencies concerning our credit;

• our indebtedness and guarantee obligations could cause adverse consequences, including making us vulnerable to general adverse economic and industry conditions, limiting our ability to borrow additional funds and placing us at competitive disadvantages compared with our competitors that have less debt;

• an event of default may require us to offer to repurchase certain of our or ONEOK Partners’ senior notes or may impair our ability to access capital;

• the right to receive payments on our outstanding debt securities and subsidiary guarantees is unsecured and effectively subordinated to any future secured indebtedness and any existing and future indebtedness of our subsidiaries that do not guarantee the senior notes;

• use by a court of fraudulent conveyance to avoid or subordinate the cross guarantees of our or ONEOK Partners’ indebtedness;

• the risks associated with pending or possible acquisitions and dispositions, including our ability to finance or integrate any such acquisitions and any regulatory delay or conditions imposed by regulatory bodies in connection with any such acquisitions and dispositions;

• the risk that the EnLink and Medallion businesses will not be integrated successfully;

• our ability to effectively manage our expanded operations following closing of recent acquisitions;

• our ability to pay dividends;

• our exposure to the credit risk of our customers or counterparties;

• a shortage of skilled labor;

• misconduct or other improper activities engaged in by our employees;

• the impact of potential impairment charges;

• the impact of the changing cost of providing pension and health care benefits, including postretirement health care benefits, to eligible employees and qualified retirees;

• our ability to maintain an effective system of internal controls; and

• the risk factors listed in the reports we have filed and may file with the SEC.

These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other factors could also affect adversely our future results. These and other risks are described in greater detail in Part I, Item 1A, “Risk Factors,” in our Annual Report and in our other filings that we make with the SEC, which are available via the SEC’s website at www.sec.gov and our website at www.oneok.com. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. Any such forward-looking statement speaks only as of the date on which such statement is made, and other than as required under securities laws, we undertake no obligation to update publicly any forward-looking statement whether as a result of new information, subsequent events or change in circumstances, expectations or otherwise.

COUNTERPARTY CREDIT RISK

We assess the creditworthiness of our counterparties on an ongoing basis and require security, including prepayments, letters of credit, liens and other forms of collateral, when appropriate. 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 impact adversely our results of operations.

In our Natural Gas Gathering and Processing, Natural Gas Liquids and Natural Gas Pipelines segments, the creditworthiness of our counterparties, which are primarily investment grade, is consistent with that discussed in Part II, Item 7A, Quantitative and Qualitative Disclosures about Market Risk, in our Annual Report. In our Refined Products and Crude segment, for the three months ended March 31, 2025, including EnLink and Medallion, approximately 85% of our revenues were made 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.

There have been no material changes in market risk exposures that would affect the other quantitative and qualitative disclosures presented in Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” in our Annual Report.

See Note D of the Notes to Consolidated Financial Statements in this Quarterly Report for more information on our hedging activities.

Quarterly Evaluation of Disclosure Controls and Procedures - Our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) were effective as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting - There have been no changes in our internal control over financial reporting during the quarter ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

**ITEM 1.**LEGAL PROCEEDINGS

We have elected to use a $1 million threshold for disclosing environmental proceedings.

Information about our legal proceedings is included in Note J of the Notes to Consolidated Financial Statements in this Quarterly Report and under Note P of the Notes to Consolidated Financial Statements in our Annual Report.

There have been no material changes to the risk factors set forth in Part I, Item 1A, Risk Factors, of our Annual Report that could affect us and our business. Although we have tried to discuss key factors, our investors need to be aware that other risks may prove to be important in the future. New risks may emerge at any time, and we cannot predict such risks or estimate the extent to which they may affect our financial performance. Investors should consider carefully the discussion of risks and the other information included or incorporated by reference in this Quarterly Report, including “Forward-Looking Statements,” which are included in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

**ITEM 2.**UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ISSUER PURCHASES OF EQUITY SECURITIES

Period						Total Number of Shares Purchased						Average Price Paid Per Share						Total Number of Shares Purchased as Part of the Publicly Announced Program (a)						Maximum Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program (Millions of dollars)
January 2025 (b)						125,000						$	100.46					125,000						$	1,828
February 2025						—						$	—					—						$	1,828
March 2025						190,000						$	91.79					190,000						$	1,811
Total						315,000												315,000

(a) - In January 2024, 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 repurchases of the $2.0 billion of common stock, or on January 1, 2029, whichever occurs first.

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

**ITEM 3.**DEFAULTS UPON SENIOR SECURITIES

Not applicable.

**ITEM 4.**MINE SAFETY DISCLOSURES

Not applicable.

During the three months ended March 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangements,” as each term is defined in item 408(a) Regulation S-K.

Disclosure Pursuant to Item 5.03 of Form 8-K – Amendments to Articles of Incorporation or Bylaws - In connection with our repurchase on April 25, 2025 of all our outstanding Series E Preferred Stock from ONEOK Foundation, Inc., a not-for-profit corporation formed for the purpose of making charitable contributions, on April 28, 2025, we filed a certificate of retirement which (i) retired and canceled all such outstanding shares of Series E Preferred Stock and (ii) amended our certificate of incorporation to eliminate all references to the Series E Preferred Stock. The retired shares have now resumed the status of authorized but unissued shares of our preferred stock, such that the total number of authorized shares of our preferred stock is 100,000,000 of undesignated preferred stock. No shareholder vote was required to approve the certificate of retirement. Our amended and restated certificate of incorporation is filed as Exhibit 3.1 to this Quarterly Report.

Readers of this report should not rely on or assume the accuracy of any representation or warranty or the validity of any opinion contained in any agreement filed as an exhibit to this Quarterly Report, because such representation, warranty or opinion may be subject to exceptions and qualifications contained in separate disclosure schedules, may represent an allocation of risk between parties in the particular transaction, may be qualified by materiality standards that differ from what may be viewed as material for securities law purposes, or may no longer continue to be true as of any given date. All exhibits attached to this Quarterly Report are included for the purpose of complying with requirements of the SEC. Other than the certifications made by our officers pursuant to the Sarbanes-Oxley Act of 2002 included as exhibits to this Quarterly Report, all exhibits are included only to provide information to investors regarding their respective terms and should not be relied upon as constituting or providing any factual disclosures about us, any other persons, any state of affairs or other matters.

The following exhibits are filed as part of this Quarterly Report:

Exhibit No.			Exhibit Description
3.1			Amended and Restated Certificate of Incorporation of ONEOK, Inc., dated April 28, 2025, as amended.
3.2			Amended and Restated By-laws of ONEOK, Inc. (incorporated by reference from Exhibit 3.1 to ONEOK Inc.’s Current Report on Form 8-K filed, February 24, 2023 (File No. 1-13643)).
4.1			First Supplemental Indenture, dated as of January 31, 2025, by and among Elk Merger Sub II, L.L.C., as issuer, EnLink Midstream Partners, LP, as guarantor, and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to EnLink Midstream, LLC’s Current Report on Form 8-K filed January 31, 2025 (File No. 001-36336)).
4.2			Second Supplemental Indenture, dated as of January 31, 2025, by and among Elk Merger Sub II, L.L.C., as issuer, EnLink Midstream Partners, LP, as guarantor, and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to EnLink Midstream, LLC’s Current Report on Form 8-K filed January 31, 2025 (File No. 001-36336)).
4.3			First Supplemental Indenture, dated as of January 31, 2025, by and among Elk Merger Sub II, L.L.C., as issuer, EnLink Midstream Partners, LP, as guarantor, and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 to EnLink Midstream, LLC’s Current Report on Form 8-K filed January 31, 2025 (File No. 001-36336)).
4.4			Second Supplemental Indenture, dated as of January 31, 2025, by and among Elk Merger Sub II, L.L.C., as issuer, EnLink Midstream Partners, LP, as guarantor, and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.4 to EnLink Midstream, LLC’s Current Report on Form 8-K filed January 31, 2025 (File No. 001-36336)).
4.5			Third Supplemental Indenture, dated as of January 31, 2025, by and among ONEOK, Inc., Elk Merger Sub II, L.L.C., EnLink Midstream Partners, LP, ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and Computershare Trust Company, N.A., as trustee (incorporated by reference from Exhibit 4.5 to ONEOK, Inc.’s Current Report on Form 8-K filed February 5, 2025 (File No. 1-13643)).
4.6			Second Supplemental Indenture, dated as of January 31, 2025, by and among ONEOK, Inc., Elk Merger Sub II, L.L.C., EnLink Midstream Partners, LP, ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and Computershare Trust Company, N.A., as trustee (incorporated by reference from Exhibit 4.6 to ONEOK, Inc.’s Current Report on Form 8-K filed February 5, 2025 (File No. 1-13643)).
4.7			Second Supplemental Indenture, dated as of January 31, 2025, by and among ONEOK, Inc., Elk Merger Sub II, L.L.C., EnLink Midstream Partners, LP, ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and Computershare Trust Company, N.A., as trustee (incorporated by reference from Exhibit 4.7 to ONEOK, Inc.’s Current Report on Form 8-K filed February 5, 2025 (File No. 1-13643)).
4.8			Third Supplemental Indenture, dated as of January 31, 2025, by and among ONEOK, Inc., Elk Merger Sub II, L.L.C., EnLink Midstream Partners, LP, ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and Computershare Trust Company, N.A., as trustee (incorporated by reference from Exhibit 4.8 to ONEOK, Inc.’s Current Report on Form 8-K filed February 5, 2025 (File No. 1-13643)).
4.9			Sixth Supplemental Indenture, dated as of January 31, 2025, by and among ONEOK, Inc., EnLink Midstream Partners, LP, Elk Merger Sub II, L.L.C., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and Computershare Trust Company, N.A., as trustee (incorporated by reference from Exhibit 4.9 to ONEOK, Inc.’s Current Report on Form 8-K filed February 5, 2025 (File No. 1-13643)).

4.10			Seventh Supplemental Indenture, dated as of January 31, 2025, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P., EnLink Midstream Partners, LP, Elk Merger Sub II, L.L.C. and The Bank of New York Mellon Trust Company, National Association, as trustee (incorporated by reference from Exhibit 4.10 to ONEOK, Inc.’s Current Report on Form 8-K filed February 5, 2025 (File No. 1-13643)).
4.11			Fourteenth Supplemental Indenture, dated as of January 31, 2025, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P., EnLink Midstream Partners, LP, Elk Merger Sub II, L.L.C., and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference from Exhibit 4.11 to ONEOK, Inc.’s Current Report on Form 8-K filed February 5, 2025 (File No. 1-13643)).
4.12			Fourth Supplemental Indenture, dated as of January 31, 2025, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P., EnLink Midstream Partners, LP, Elk Merger Sub II, L.L.C., and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference from Exhibit 4.12 to ONEOK, Inc.’s Current Report on Form 8-K filed February 5, 2025 (File No. 1-13643)).
4.13			Sixth Supplemental Indenture, dated as of January 31, 2025, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P., EnLink Midstream Partners, LP, Elk Merger Sub II, L.L.C. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference from Exhibit 4.13 to ONEOK, Inc.’s Current Report on Form 8-K filed February 5, 2025 (File No. 1-13643)).
4.14			Thirty-Second Supplemental Indenture, dated as of January 31, 2025, by and among ONEOK, Inc., ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P., EnLink Midstream Partners, LP, Elk Merger Sub II, L.L.C. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference from Exhibit 4.14 to ONEOK, Inc.’s Current Report on Form 8-K filed February 5, 2025 (File No. 1-13643)).
4.15			Seventeenth Supplemental Indenture, dated as of January 31, 2025, by and among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, ONEOK, Inc., Magellan Midstream Partners, L.P., EnLink Midstream Partners, LP, Elk Merger Sub II, L.L.C., and Computershare Trust Company, N.A., as trustee (incorporated by reference from Exhibit 4.15 to ONEOK, Inc.’s Current Report on Form 8-K filed February 5, 2025 (File No. 1-13643)).
10.1			Form of 2025 Restricted Unit Award Agreement (incorporated by reference from Exhibit 10.23 to ONEOK, Inc.’s Annual Report on Form 10-K filed February 25, 2025 (File No. 1-13646)).
10.2			Form of 2025 Performance unit Award Agreement (incorporated by reference from Exhibit 10.24 to ONEOK, Inc.’s Annual Report on Form 10-K filed February 25, 2025 (File No. 1-13646)).
10.3*			Second Amended and Restated Credit Agreement, dated as of February 14, 2025, by and among ONEOK, Inc., as borrower, Citibank, N.A., as administrative agent, a swing line lender, a letter of credit issuer and a lender, and each of the other lenders, swing line lenders and letter of credit issuers party thereto (incorporated by reference from Exhibit 10.1 to ONEOK, Inc.’s Current Report on Form 8-K filed February 20, 2025 ((File No. 1-13643)).
10.4			Guaranty Agreement, dated as of January 31, 2025, by and between Elk Merger Sub II, L.L.C. and EnLink Midstream Partners, LP, in favor of Citibank, N.A., as administrative agent, under the Credit Agreement, dated as of June 10, 2022, by and among ONEOK, Inc., Citibank, N.A. and the other lenders parties thereto (incorporated by reference from Exhibit 10.1 to ONEOK, Inc.’s Current Report on Form 8-K filed February 5, 2025 (File No. 1-13643)).
10.5			Second Amended and Restated Guaranty Agreement, dated as of February 14, 2025, by and among ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P., EnLink Midstream Partners, LP, and Elk Merger Sub II, L.L.C., in favor of Citibank, N.A. (incorporated by reference from Exhibit 10.2 to ONEOK, Inc.’s Current Report on Form 8-K filed February 20, 2025 (File No. 1-13643)).

22.1			List of subsidiary guarantors and issuers of guaranteed securities.
31.1			Certification of Pierce H. Norton II pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2			Certification of Walter S. Hulse III pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1			Certification of Pierce H. Norton II pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished only pursuant to Rule 13a-14(b)).
32.2			Certification of Walter S. Hulse III pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished only pursuant to Rule 13a-14(b)).
101.INS			Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH			Inline XBRL Taxonomy Extension Schema Document.
101.CAL			Inline XBRL Taxonomy Calculation Linkbase Document.
101.DEF			Inline XBRL Taxonomy Extension Definitions Document.
101.LAB			Inline XBRL Taxonomy Label Linkbase Document.
101.PRE			Inline XBRL Taxonomy Presentation Linkbase Document.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101).
*Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. ONEOK undertakes to furnish supplemental copies of any of the omitted annexes, schedules and exhibits to the SEC upon its request.

Attached as Exhibit 101 to this Quarterly Report are the following Inline XBRL-related documents: (i) Document and Entity Information; (ii) Consolidated Statements of Income for the three months ended March 31, 2025 and 2024; (iii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2025 and 2024; (iv) Consolidated Balance Sheets at March 31, 2025, and December 31, 2024; (v) Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024; (vi) Consolidated Statements of Changes in Equity for the three months ended March 31, 2025 and 2024; and (vii) Notes to Consolidated Financial Statements.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			ONEOK, Inc.
			Registrant
Date: April 30, 2025			By:			/s/ Walter S. Hulse III
						Walter S. Hulse III
						Chief Financial Officer, Treasurer and
						Executive Vice President, Investor Relations
						and Corporate Development
						(Principal Financial Officer)