ONEOK INC /NEW/ (OKE) SEC Filings

ONEOK, Inc. (OKE) is offering shares of its common stock in an at-the-market program with an aggregate offering price of up to $1,000,000,000, using BofA Securities, Inc. as sales agent, principal, and, in connection with forward sales, as Forward Seller for Bank of America, N.A. as Forward Purchaser. Sales may be made from time to time on the NYSE or other existing trading markets at prevailing market prices, in block trades, or as otherwise agreed. ONEOK may also enter into forward sale agreements under which the Forward Purchaser borrows and sells shares now and ONEOK later settles by delivering shares or, at its election and subject to conditions, cash or net shares, which can affect whether ONEOK receives cash proceeds and may create dilution.

ONEOK will pay the manager up to 2.0% of the gross sales price of shares sold directly, or an equivalent reduction to the initial forward price on forward sales. The company expects to use any net cash proceeds from direct sales and from physical settlement of forward sale agreements for general corporate purposes, including repayment or refinancing of debt, working capital, capital expenditures and acquisitions. ONEOK’s common stock is listed on the NYSE under the symbol OKE, and the last reported sale price on September 14, 2026 was $96.97 per share.

ONEOK, Inc. (OKE) reports amendments to its at-the-market equity program and early results and pricing for large debt tender offers. ONEOK amended its existing $1,000,000,000 Equity Distribution Agreement with BofA Securities and Bank of America, N.A., assuming the obligations of Legacy ONEOK after internal reorganization.

Through subsidiary ONEOK, L.L.C., the company is conducting cash tender offers for up to an aggregate purchase price that will not exceed $2 billion of 20 series of outstanding notes, all fully and unconditionally guaranteed by ONEOK. As of the September 14, 2026 Early Tender Deadline, holders had tendered an aggregate principal amount of notes equal to this Aggregate Maximum Tender Amount, so OpCo does not expect to accept additional tenders submitted after that deadline.

Pricing terms for each series were set on September 15, 2026 based on specified fixed spreads over U.S. Treasury reference yields, with Early Tender Consideration per $1,000 principal amount varying by series. OpCo expects to accept for purchase and pay for $2 billion aggregate principal of notes on the Early Settlement Date, expected September 17, 2026, in addition to accrued and unpaid interest.

ONEOK, Inc. (OKE) filed a post-effective amendment to its automatic shelf registration statement on Form S-3 to reflect a reorganization in which the former ONEOK, Inc. (the predecessor) merged into Falcon Merger Sub, L.L.C., which survived as ONEOK, L.L.C. (OpCo), and a new holding company assumed the ONEOK, Inc. name. Each share of predecessor common stock was converted into one share of common stock of the new ONEOK, Inc. with the same rights. Under Rule 414, the successor ONEOK and OpCo expressly adopt the existing shelf; no additional securities are being registered. The shelf permits ONEOK and OpCo to offer, from time to time, debt securities (including OpCo debt fully and unconditionally guaranteed by ONEOK), common stock, preferred stock, depositary shares, warrants, and stock purchase contracts and units. Unless stated otherwise in a prospectus supplement, net proceeds from any offering will be used for general corporate purposes, including debt repayment or refinancing, acquisitions, working capital, capital expenditures, and repurchases or redemptions of securities.

ONEOK now functions as a holding company whose operations are conducted through OpCo and its subsidiaries, and its common stock continues to trade on the New York Stock Exchange under the symbol “OKE.”

ONEOK, Inc. (OKE) is filing a post-effective amendment to its automatic shelf registration statement on Form S-3 to reflect a corporate reorganization and change in registrant, without registering any additional securities. The prior ONEOK, Inc. entity (the predecessor) merged into Falcon Merger Sub, L.L.C., which survived and was renamed ONEOK, L.L.C., while Falcon TopCo, Inc. was renamed ONEOK, Inc. and became the new public registrant. At the September 10, 2026 effective time of the merger, each share of predecessor common stock was converted into one share of common stock of the new ONEOK, Inc., with the same rights and preferences, and no preferred stock was outstanding. Under Rule 414, the new ONEOK, Inc. expressly adopts the existing registration statement for all Securities Act and Exchange Act purposes, with registration fees already paid under the original prospectus supplement.

ONEOK, Inc. (OKE) announced a definitive agreement for its subsidiary to acquire Brazos Midstream’s Permian Midland Basin natural gas gathering and processing assets for $4.425 billion in cash. The deal will be funded by a $9 billion nonvoting minority equity investment from Apollo-managed funds, structured through ONEOK Holdings, L.L.C. with capped investor returns.

ONEOK plans to use $5 billion of the Apollo proceeds to extinguish existing debt, targeting pro forma 2027 leverage of about 3.25x debt‑to‑EBITDA with no issuance of common equity. The Brazos system is backed by approximately 600,000 dedicated acres and is expected to reach 1.2 Bcf/d of processing capacity by 2027, more than doubling ONEOK’s Midland Basin processing capacity to roughly 2.3 Bcf/d. The acquisition is expected to be immediately accretive to earnings and free cash flow per share and to support mid‑ to high‑single‑digit adjusted EBITDA growth over the next five to seven years.

ONEOK will implement a holding company Reorganization so Falcon TopCo becomes the new ONEOK, Inc., with the same shareholders, directors and officers, and OKE shares continuing to trade on the NYSE. In parallel, ONEOK launched cash tender offers for up to $2 billion of 20 senior note series as part of the $5 billion debt repayment plan.

ONEOK, Inc. is establishing an at-the-market equity program to offer and sell from time to time shares of its common stock having an aggregate offering price of up to $1,000,000,000. Sales may be made through BofA Securities, Inc. as sales agent or principal, and via forward sale agreements with Bank of America, N.A. as Forward Purchaser, with BofA Securities acting as Forward Seller.

ONEOK may sell newly issued shares directly or deliver shares later upon physical or net share settlement of any forward sale agreements. The company will not initially receive proceeds from sales of borrowed shares used to hedge forward agreements. Commissions to the manager or Forward Seller will be up to 2.0% of the gross sales price. ONEOK intends to use any net proceeds for general corporate purposes, including repayment or refinancing of indebtedness, working capital, capital expenditures, or acquisitions.

ONEOK, Inc. reported higher Q2 2026 results, with total revenues of $12.049 billion and net income attributable to ONEOK of $966 million, or diluted EPS of $1.53, compared with $7.887 billion of revenues and $1.34 diluted EPS in Q2 2025.

For the first six months of 2026, revenues were $21.667 billion and net income attributable to ONEOK was $1.740 billion, or diluted EPS of $2.75. Adjusted EBITDA rose to $2.121 billion in Q2 and $4.118 billion year‑to‑date, driven mainly by stronger Natural Gas Pipelines and Refined Products and Crude results, higher volumes and optimization and marketing activity.

Operating cash flow for the first half increased to $2.987 billion, funding capital expenditures of $1.477 billion on projects including the Medford fractionator rebuild, MBTC Pipeline, Bighorn plant and Greater Denver expansion. Total long‑term debt (including current maturities) was $31.5 billion, with a leverage ratio of 4.1x under the $3.5 billion credit facility and no borrowings outstanding on that facility.

ONEOK, Inc. reported higher second-quarter 2026 results, with net income of $967 million and diluted EPS of $1.53, up from $853 million and $1.34 a year earlier. Adjusted EBITDA increased to $2.12 billion, driven by record NGL raw feed throughput, an 8% increase in refined products volumes shipped and a 2% increase in natural gas volumes processed.

Management raised 2026 guidance to net income of $3.41–$3.79 billion (midpoint $3.6 billion), adjusted EBITDA of $8.2–$8.5 billion and an EPS midpoint of $5.68, while keeping total capital expenditure guidance at $2.7–$3.2 billion. For the first half of 2026, operating cash flow was $2,987 million, and a quarterly dividend of $1.07 per share (annualized $4.28) was declared in July.

ONEOK, Inc. filed a replacement Form S-3 shelf prospectus registering 5,000,000 shares of Common Stock for its Direct Stock Purchase and Dividend Reinvestment Plan, and notes 4,324,663 shares unsold under a prior registration. The prospectus describes enrollment rules, purchase pricing (including up to a 5% discretionary discount), optional cash investments (minimums from $25 recurring or $250 initial plus a $10 enrollment fee), and a maximum regular monthly optional investment of $10,000. It also states 630,147,442 shares outstanding as of June 15, 2026, administration by Equiniti Trust Company, LLC, estimated registration costs of $200,000.00, and standard plan mechanics for purchases, sale methods, fees, and tax withholding. Participation requires reinvestment of at least 10% of dividends on plan shares.