ONEOK to repurchase $2B of notes in tender

ONEOK updates a $1 billion equity distribution agreement and prices cash tenders to repurchase $2 billion principal of guaranteed notes through its subsidiary.

Rhea-AI Filing Summary

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.

Positive

• $2 billion aggregate principal of notes are expected to be repurchased in the cash tender offers, reducing outstanding debt across 20 series.
• ONEOK maintains a $1,000,000,000 at-the-market equity distribution capacity under the amended Equity Distribution Agreement, providing ongoing capital-raising flexibility.

Negative

• None.

Filing Explained

The tender is fully allocated by priority, with $2 billion expected to settle September 17, 2026; lower-priority tenders are not expected to be accepted.

ONEOK says all conditions to its debt tender offers were satisfied or waived, but the purchase and payment of $2 billion of notes remains expected for the September 17, 2026 settlement date. The structural effect is a defined purchase of the tendered notes, rather than acceptance of additional tenders.

An 8-K reports specified material events; here, the filing updates the tender offers’ acceptance and pricing status.

Notes tendered after the early deadline are not expected to be accepted and will be returned under the offer terms, while settlement remains the next stated completion milestone.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Equity Distribution Capacity: $1,000,000,000 aggregate offering price of common stock Aggregate Maximum Tender Amount: $2 billion aggregate purchase price cap Notes Expected to Be Purchased: $2 billion aggregate principal amount +5 more

8 metrics

Equity Distribution Capacity $1,000,000,000 aggregate offering price of common stock Maximum amount of shares that may be sold under the Equity Distribution Agreement entered August 4, 2026

Aggregate Maximum Tender Amount $2 billion aggregate purchase price cap Maximum aggregate purchase price for OpCo’s cash tender offers across 20 series of notes

Notes Expected to Be Purchased $2 billion aggregate principal amount Total principal amount of notes OpCo expects to accept and pay for on the Early Settlement Date

Principal Outstanding 5.050% Notes due 2034 $1.6 billion principal amount outstanding 5.050% Senior Notes due 2034 before the tender offers

Aggregate Principal Tendered 5.050% Notes due 2034 $1,042,539,000 principal tendered Amount tendered in the 5.050% Senior Notes due 2034 series by the Early Tender Deadline

Early Tender Consideration Example $900.88 per $1,000 principal amount Early Tender Consideration for the 5.700% Senior Notes due 2054

Early Tender Deadline 5:00 p.m. New York City time, September 14, 2026 Cutoff for noteholders to receive Early Tender Consideration

Early Tender Premium $50 per $1,000 principal amount Reduction from Early Tender Consideration to Tender Offer Consideration for tenders after the Early Tender Deadline

Key Terms

Equity Distribution Agreement, Aggregate Maximum Tender Amount, Early Tender Consideration, Tender Offer Consideration, +2 more

6 terms

Equity Distribution Agreement financial

"entered into an equity distribution agreement with BofA Securities, Inc."

An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.

Aggregate Maximum Tender Amount financial

"purchase up to an aggregate principal amount that will not result in an aggregate purchase price that exceeds $2 billion"

The aggregate maximum tender amount is the total dollar value or number of shares a buyer sets as the upper limit for a tender offer — essentially the biggest “bucket” of stock or cash the buyer is willing to accept. It matters to investors because it determines whether all shareholders who want to sell will be able to do so; if more shares are offered than that limit, the buyer will accept only part of each seller’s offer, meaning some shareholders may have only a portion of their sale executed.

Early Tender Consideration financial

"The “Early Tender Consideration” for each $1,000 principal amount of Notes"

Tender Offer Consideration financial

"The “Tender Offer Consideration” for each $1,000 principal amount of Notes"

The form of payment an investor receives when a buyer seeks to purchase shares through a tender offer—commonly cash, shares of the buyer, or a mix of both. Like choosing between immediate cash or trade credit at a store, the choice affects how much value you actually get today, whether you keep an ownership stake, possible tax consequences, and how easily you can sell the proceeds, so it directly influences an investor’s financial outcome from the deal.

Par Call Date financial

"Par Call Date (2) | | Reference U.S. Treasury Security"

The par call date is the specific time when a company can choose to pay back a bond or debt in full at its original value, known as the face amount or par value. It matters to investors because it indicates when the issuer might repay the debt early, potentially affecting investment plans or expected income. Think of it like a fixed date when a loan can be fully settled, giving investors clarity on when they might get their money back.

fixed spread financial

"Fixed Spread (Basis Points) | | | Early Tender Consideration"

A fixed spread is a set difference between the buying and selling prices of a financial instrument that remains constant regardless of market conditions. For investors, this means the cost to trade stays predictable, making it easier to understand potential expenses and plan accordingly—similar to a fixed fee in a service that doesn’t change, no matter how busy or slow the market becomes.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did ONEOK (OKE) change in its Equity Distribution Agreement?

ONEOK amended the Equity Distribution Agreement on September 15, 2026, updating defined terms and references after reorganization, and assumed Legacy ONEOK’s obligations under an existing program to offer and sell up to $1,000,000,000 of common stock through BofA Securities and Bank of America, N.A.

How large are ONEOK’s cash tender offers for notes?

Through ONEOK, L.L.C., ONEOK launched cash tender offers to purchase notes up to an aggregate principal amount that will not result in an aggregate purchase price exceeding $2 billion, defined as the Aggregate Maximum Tender Amount across 20 series of outstanding notes.

How much of ONEOK’s notes were tendered by the Early Tender Deadline?

By 5:00 p.m. New York City time on September 14, 2026, holders had validly tendered and not withdrawn notes in an aggregate principal amount equal to the $2 billion Aggregate Maximum Tender Amount, so OpCo does not expect to accept tenders submitted after that deadline.

When will ONEOK settle the early tendered notes in the cash tender offers?

OpCo expects the Early Settlement Date for the tender offers to occur on September 17, 2026, when it plans to accept for purchase and pay for $2 billion aggregate principal of notes plus accrued and unpaid interest up to, but not including, that date.

How are pricing terms set for ONEOK’s tender offers?

The Early Tender Consideration per $1,000 principal of each series is based on the series’ fixed spread over the applicable U.S. Treasury reference yield, with reference yields determined at 9:00 a.m. New York City time on September 15, 2026. Tender Offer Consideration after the Early Tender Deadline is $50 less per $1,000.

Which ONEOK entity issues the notes subject to the tender offers?

The notes subject to the tender offers are issued by ONEOK, L.L.C., referred to as OpCo, and are fully and unconditionally guaranteed by ONEOK, Inc. as Parent Guarantor following the reorganization transactions described in the Offer to Purchase.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/15/2026 - 04:37 PM Accepted by SEC EDGAR 09/15/2026 - 04:37 PM Learn about SEC filing dates

ONEOK INC /NEW/ false 0001039684 0001039684 2026-09-15 2026-09-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): September 15, 2026

ONEOK, Inc.

(Exact name of registrant as specified in its charter)

Oklahoma		001-13643		73-1520922
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

100 West Fifth Street; Tulsa, OK

(Address of principal executive offices)

74103

(Zip Code)

(918) 588-7000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Equity Distribution Agreement

On August 4, 2026, ONEOK, Inc. (“Legacy ONEOK”) entered into an equity distribution agreement (the “Equity Distribution Agreement”) with BofA Securities, Inc. (the “Manager”) and Bank of America, N.A. (the “Forward Purchaser”), pursuant to which Legacy ONEOK may offer and sell up to $1,000,000,000 aggregate offering price of shares of Legacy ONEOK common stock, par value $0.01 per share (the “Shares”), from time to time through the Manager, acting as agent and/or principal (the “Offering”). A copy of the Equity Distribution Agreement was filed as Exhibit 1.1 to the Quarterly Report on Form 10-Q filed by Legacy ONEOK on August 4, 2026. The Shares were initially offered pursuant to Legacy ONEOK’s shelf registration statement on Form S-3 (Registration No. 333-296919), which was filed with the SEC on June 18, 2026, which became effective immediately upon filing (the “Registration Statement”). On September 10, 2026, ONEOK, Inc., an Oklahoma corporation and successor issuer to Legacy ONEOK (“ONEOK”), filed Post-Effective Amendment No. 1, pursuant to which ONEOK assumed Legacy ONEOK’s obligations under the Registration Statement. This Current Report on Form 8-K is being filed to provide exhibits to be incorporated by reference into the Registration Statement.

On September 15, 2026, ONEOK, ONEOK, L.L.C., an Oklahoma limited liability company and an indirect subsidiary of ONEOK, the Manager and the Forward Purchaser entered into an amendment to the Equity Distribution Agreement (“Amendment No. 1”) to update defined terms and certain other references to reflect the corporate structure following a series of reorganization transactions. Pursuant to Amendment No. 1, ONEOK assumed Legacy ONEOK’s obligations thereunder. A copy of Amendment No. 1 is filed as Exhibit 1.1 to this Current Report and is incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

On September 15, 2026, ONEOK issued a press release announcing the early results of its cash tender offer of its outstanding debt securities of the 20 series listed in the Offer to Purchase, dated August 30, 2026.

A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.

On September 15, 2026, ONEOK issued a press release announcing the pricing of its cash tender offer of its outstanding debt securities of the 20 series listed in the Offer to Purchase, dated August 30, 2026.

A copy of the press release is furnished herewith as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference.

The information included in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information included in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
1.1		Amendment No. 1 to the Equity Distribution Agreement, dated September 15, 2026, among ONEOK, L.L.C., ONEOK, Inc., BofA Securities, Inc., as sales agent, principal and/or forward seller, and Bank of America, N.A., as forward purchaser.
5.1		Opinion of GableGotwals in respect of sales contemplated by Amendment No. 1 to the Equity Distribution Agreement dated September 15, 2026.
23.1		Consent of GableGotwals (included in Exhibit 5.1 hereto).
99.1		Press Release, dated as of September 15, 2026.
99.2		Press Release, dated as of September 15, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Schedules and certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. ONEOK agrees to provide a copy of any omitted schedule or exhibit to the SEC or its staff upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				ONEOK, INC.
Date: September 15, 2026				By:		/s/ Walter S. Hulse III
				Name:		Walter S. Hulse III
				Title:		Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development

Exhibit 99.1

Sept. 15, 2026

ONEOK Announces Early Results of Cash Tender Offers

TULSA, Okla., Sept. 15, 2026 (GLOBE NEWSWIRE) — ONEOK, Inc. (NYSE: OKE) today announced the results to date of ONEOK, L.L.C.’s (“OpCo”) previously announced cash tender offers (the “Tender Offers”) to purchase up to an aggregate principal amount that will not result in an aggregate purchase price that exceeds $2 billion (subject to increase or decrease by OpCo, the “Aggregate Maximum Tender Amount”) of OpCo’s debt securities listed in the table below (the “Notes” and, each series, a “series of Notes”), subject to the order of priority as set forth in the table below under “Acceptance Priority Level,” upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 30, 2026 (the “Offer to Purchase”), in order to accept all of the Notes that were validly tendered and not validly withdrawn at or prior to the Early Tender Deadline (as defined below). As a result of the reorganization transactions described in the Offer to Purchase, the Notes are fully and unconditionally guaranteed by ONEOK, as Parent Guarantor.

According to information received from D.F. King & Co., Inc., the Information and Tender Agent for the Tender Offers, as of 5:00 p.m., New York City time, on September 14, 2026 (the “Early Tender Deadline”), OpCo had received valid tenders from the registered holders (the “Holders”) of the Notes that were not validly withdrawn as set forth in the table below.

Acceptance Priority Level(1)		Title of Notes		Principal Amount Outstanding (in millions)				CUSIP Number		Reference U.S. Treasury Security		Fixed Spread (Basis Points)				Aggregate Principal Amount Tendered at Early Tender Deadline
1		3.950% Senior Notes due 2050		$	797			682680CA9		5.000% UST due May 15, 2056			+ 100			$	368,067,000
2		4.200% Senior Notes due 2047		$	500			682680BY8		5.125% UST due August 15, 2046			+ 95			$	197,563,000
3		4.500% Senior Notes due 2050		$	271			682680BC6		5.000% UST due May 15, 2056			+ 105			$	100,821,000
4		4.200% Senior Notes due 2045		$	250			682680BW2		5.125% UST due August 15, 2046			+ 100			$	63,789,000
5		4.250% Senior Notes due 2046		$	500			682680BX0		5.125% UST due August 15, 2046			+ 95			$	203,342,000
6		4.450% Senior Notes due 2049		$	380			682680AZ6		5.125% UST due August 15, 2046			+ 100			$	85,954,000
7		4.200% Senior Notes due 2042		$	250			682680BU6		5.125% UST due August 15, 2046			+ 95			$	25,679,000
8		4.850% Senior Notes due 2049		$	500			682680BZ5		5.125% UST due August 15, 2046			+ 100			$	195,395,000
9		4.950% Senior Notes due 2047		$	407			682680AT0		5.125% UST due August 15, 2046			+ 100			$	158,978,000
10		5.050% Senior Notes due 2045		$	413			682680CY7		5.125% UST due August 15, 2046			+ 95			$	166,881,000
11		5.200% Senior Notes due 2048		$	753			682680AV5		5.125% UST due August 15, 2046			+ 95			$	369,646,000
12		5.150% Senior Notes due 2043		$	550			682680BV4		5.125% UST due August 15, 2046			+ 90			$	149,698,000
13		5.450% Senior Notes due 2047		$	448			682680DA8		5.125% UST due August 15, 2046			+ 100			$	296,908,000
14		5.700% Senior Notes due 2054		$	1,480			682680CF8		5.000% UST due May 15, 2056			+ 110			$	862,308,000
15		5.850% Senior Notes due 2064		$	722			682680CG6		5.000% UST due May 15, 2056			+ 120			$	345,431,000
16		5.600% Senior Notes due 2044		$	340			682680CW1		5.125% UST due August 15, 2046			+ 100			$	165,176,000
17		3.100% Senior Notes due 2030		$	780			682680BB8		4.375% UST due August 31, 2031			+ 35			$	472,793,000
18		3.250% Senior Notes due 2030		$	500			682680BS1		4.375% UST due August 31, 2031			+ 35			$	210,140,000
19		3.400% Senior Notes due 2029		$	714			682680AY9		4.250% UST due August 15, 2029			+ 30			$	421,157,000
20		5.050% Senior Notes due 2034		$	1,600			682680CE1		4.625% UST due August 15, 2036			+ 75			$	1,042,539,000

(1) Subject to the satisfaction or waiver of the conditions of the Tender Offers described in the Offer to Purchase, including the Aggregate Maximum Tender Amount and proration, the principal amount of each series of Notes accepted for purchase will be determined in accordance with the applicable Acceptance Priority Level specified in the table above (with 1 being the highest Acceptance Priority Level and 20 being the lowest Acceptance Priority Level). Notes tendered at or prior to the Early Tender Deadline will be accepted for purchase in priority to Notes tendered after the Early Tender Deadline, regardless of the Acceptance Priority Level of such later-tendered Notes, as described in the Offer to Purchase under “Description of the Offers—Aggregate Maximum Tender Amount; Acceptance Priority Levels; Proration.”

The determination of the Early Tender Consideration (as defined in the Offer to Purchase) will occur at 9:00 a.m., New York City time, on September 15, 2026. The settlement date for the Notes that are validly tendered at or prior to the Early Tender Deadline is expected to be September 17, 2026.

Although the Tender Offers are scheduled to expire at 5:00 p.m., New York City time, on September 29, 2026, because the aggregate principal amount of all Notes validly tendered and not validly withdrawn by the Early Tender Deadline is equal to the Aggregate Maximum Tender Amount, OpCo does not expect to accept for purchase any tenders of Notes after the Early Tender Deadline. Any Notes tendered after the Early Tender Deadline will be promptly credited to the account of the Holders of such Notes maintained at the Depository Trust Company and otherwise returned in accordance with the Offer to Purchase.

Full details of the terms and conditions of the Tender Offers are described in the Offer to Purchase, which was sent by OpCo to Holders of the Notes. Holders of the Notes are encouraged to read the Offer to Purchase as it contains important information regarding the Tender Offers.

OpCo has retained Barclays Capital Inc. to serve as Dealer Manager for the Tender Offers. D.F. King & Co., Inc. has been retained to serve as the Information and Tender Agent for the Tender Offers. Questions regarding the Tender Offers may be directed to Barclays Capital Inc. at 745 Seventh Avenue, 5th Floor, New York, New York 10019, (800) 438-3242 (toll free) or (212) 528-7581 (collect). Requests for the Offer to Purchase may be directed to D.F. King & Co., Inc. at 28 Liberty Street, 53rd Floor, New York, New York 10005, (646) 690-9645 (for banks and brokers) or (800) 967-7510 (for all others), or by email (OKE@dfking.com). OpCo is making the Tender Offers only by, and pursuant to, the terms of the Offer to Purchase. None of OpCo, the Dealer Manager, or the Information and Tender Agent make any recommendation as to whether Holders should tender or refrain from tendering their Notes. Holders must consult their own investment and tax advisors and make their own decisions as to whether to tender their Notes and, if so, the principal amount of the Notes to tender. The Tender Offers are not being made to holders of the Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offers to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of OpCo by the Dealer Manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described above, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

At ONEOK (NYSE: OKE), we deliver energy products and services vital to an advancing world. We operate as a holding company, and our operations are conducted through OpCo and its subsidiaries. We are a leading midstream operator that provides gathering, processing, fractionation, transportation, storage and marine export services. Through our approximately 60,000-mile pipeline network, we transport the natural gas, natural gas liquids (NGLs), refined products and crude oil that help meet domestic and international energy demand, contribute to energy security and provide safe, reliable and responsible energy solutions needed today and into the future. As one of the largest integrated energy infrastructure companies in North America, ONEOK is delivering energy that makes a difference in the lives of people in the U.S. and around the world.

ONEOK is an S&P 500 company headquartered in Tulsa, Oklahoma.

This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included in this communication that address activities, events or developments that ONEOK expects, believes or anticipates will or may occur in the future are forward-looking statements.

These forward-looking statements include, but are not limited to, statements regarding timing and consummation of the purchase of the Notes, risks and uncertainties related to the satisfaction of the conditions related to the purchase of the Notes. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. These include the risk that changes in ONEOK’s capital structure could have adverse effects on the market value of its securities; the risk that ONEOK may be unable to reduce expenses or access financing or liquidity; risks related to the impact of any economic downturn and any substantial decline in commodity prices; risks related to ONEOK’s ability to effectively manage our expanded operations following closing of recent acquisitions and other important factors that could cause actual results to differ materially from those projected.

Forward-looking statements include the items identified in the preceding paragraph, the information concerning possible or assumed future results of our operations and other statements contained or incorporated in this news release identified by words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “intend,” “may,” “might,” “outlook,” “plan,” “potential,” “project,” “scheduled,” “should,” “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. These and other risks are described in greater detail in Item 1A, Risk Factors, in our most recent Annual Report on Form 10-K and in the other filings that we make with the Securities and Exchange Commission (SEC), which are available on the SEC’s website at www.sec.gov. 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.

Contacts:

Investor Relations:

Megan Patterson

918-561-5325

ONEOKInvestorRelations@oneok.com

Media Relations:

Alicia Keenom

918-861-3749

Media@oneok.com

Source: ONEOK, Inc.

Exhibit 99.2

News

Sept. 15, 2026

ONEOK Announces Pricing Terms of Cash Tender Offers

TULSA, Okla. – Sept. 15, 2026 – ONEOK, Inc. (NYSE: OKE) today announced the pricing terms of ONEOK, L.L.C.’s (“OpCo”) previously announced cash tender offers (the “Tender Offers”) to purchase up to an aggregate principal amount that will not result in an aggregate purchase price that exceeds $2 billion (subject to increase or decrease by OpCo, the “Aggregate Maximum Tender Amount”) of OpCo’s debt securities listed in the table below (the “Notes” and, each series, a “series of Notes”), subject to the order of priority as set forth in the table below under “Acceptance Priority Level,” upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 30, 2026 (the “Offer to Purchase”), in order to accept all of the Notes that were validly tendered and not validly withdrawn at or prior to the Early Tender Deadline (as defined below). As a result of the reorganization transactions described in the Offer to Purchase, the Notes are fully and unconditionally guaranteed by ONEOK, as Parent Guarantor.

The “Early Tender Consideration” for each $1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Tender Offers was determined by reference to the applicable Fixed Spread specified for that series over the Reference Yield based on the bid side price of the applicable Reference Security, in each case set forth in the table below, and is payable to the registered holders (“Holders”) of the Notes who validly tendered and did not validly withdraw their Notes at or before the Early Tender Deadline and whose Notes are accepted for purchase by OpCo. The applicable Reference Yields listed in the table were determined at 9:00 a.m., New York City time, today, September 15, 2026, by the Dealer Manager (as defined below). The “Tender Offer Consideration” for each $1,000 principal amount of Notes validly tendered after the Early Tender Deadline but at or before 5:00 p.m., New York City time, on September 29, 2026, unless extended or earlier terminated by us (such time, the “Expiration Time”), and accepted for purchase is the applicable Early Tender Consideration minus $50, which is the Early Tender Premium. In addition, each Holder will receive accrued and unpaid on such $1,000 principal amount of Notes validly tendered and accepted for purchase from the last interest payment date to, but not including, the Early Settlement Date.

-more-

ONEOK Announces Pricing Terms of Cash Tender Offers

Sept. 15, 2026

Page 2

The following table sets forth certain information regarding the Notes and the Tender Offers:

Acceptance Priority Level(1)		Title of Notes		Principal Amount Outstanding (in millions)				CUSIP Number		Par Call Date(2)		Reference U.S. Treasury Security		Reference Yield				Fixed Spread (Basis Points)				Early Tender Consideration(3)				Aggregate Principal Amount Tendered(4)				Aggregate Principal Amount Expected to be Accepted for Purchase
1		3.950% Senior Notes due 2050		$	797			682680CA 9		September 1, 2049		5.000% UST due May 15, 2056			5.369	%			+ 100			$	707.44			$	368,067,000			$	368,067,000
2		4.200% Senior Notes due 2047		$	500			682680BY 8		April 3, 2047		5.125% UST due August 15, 2046			5.403	%			+ 95			$	751.96			$	197,563,000			$	197,563,000
3		4.500% Senior Notes due 2050		$	271			682680BC 6		September 15, 2049		5.000% UST due May 15, 2056			5.369	%			+ 105			$	768.79			$	100,821,000			$	100,821,000
4		4.200% Senior Notes due 2045		$	250			682680BW 2		September 15, 2044		5.125% UST due August 15, 2046			5.403	%			+ 100			$	763.19			$	63,789,000			$	63,789,000
5		4.250% Senior Notes due 2046		$	500			682680BX 0		March 15, 2046		5.125% UST due August 15, 2046			5.403	%			+ 95			$	763.77			$	203,342,000			$	203,342,000
6		4.450% Senior Notes due 2049		$	380			682680AZ 6		March 1, 2049		5.125% UST due August 15, 2046			5.403	%			+ 100			$	766.73			$	85,954,000			$	85,954,000
7		4.200% Senior Notes due 2042		$	250			682680BU 6		June 1, 2042		5.125% UST due August 15, 2046			5.403	%			+ 95			$	784.02			$	25,679,000			$	25,679,000
8		4.850% Senior Notes due 2049		$	500			682680BZ 5		August 1, 2048		5.125% UST due August 15, 2046			5.403	%			+ 100			$	816.60			$	195,395,000			$	195,395,000
9		4.950% Senior Notes due 2047		$	407			682680AT 0		January 13, 2047		5.125% UST due August 15, 2046			5.403	%			+ 100			$	834.07			$	158,978,000			$	158,978,000
10		5.050% Senior Notes due 2045		$	413			682680CY 7		October 1, 2044		5.125% UST due August 15, 2046			5.403	%			+ 95			$	859.20			$	166,881,000			$	166,881,000
11		5.200% Senior Notes due 2048		$	753			682680AV 5		January 15, 2048		5.125% UST due August 15, 2046			5.403	%			+ 95			$	864.76			$	369,646,000			$	369,646,000

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Acceptance Priority Level(1)		Title of Notes		Principal Amount Outstanding (in millions)				CUSIP Number		Par Call Date(2)		Reference U.S. Treasury Security		Reference Yield				Fixed Spread (Basis Points)				Early Tender Consideration(3)				Aggregate Principal Amount Tendered(4)				Aggregate Principal Amount Expected to be Accepted for Purchase
12		5.150% Senior Notes due 2043		$	550			682680BV 4		April 15, 2043		5.125% UST due August 15, 2046			5.403	%			+ 90			$	880.41			$	149,698,000			$	149,698,000
13		5.450% Senior Notes due 2047		$	448			682680DA 8		December 1, 2046		5.125% UST due August 15, 2046			5.403	%			+ 100			$	891.42			$	296,908,000			$	296,908,000
14		5.700% Senior Notes due 2054		$	1,480			682680CF 8		May 1, 2054		5.000% UST due May 15, 2056			5.369	%			+ 110			$	900.88			$	862,308,000			$	79,760,00 0
15		5.850% Senior Notes due 2064		$	722			682680CG 6		May 1, 2064		5.000% UST due May 15, 2056			5.369	%			+ 120			$	899.77			$	345,431,000			$	0
16		5.600% Senior Notes due 2044		$	340			682680CW 1		October 1, 2043		5.125% UST due August 15, 2046			5.403	%			+ 100			$	916.08			$	165,176,000			$	0
17		3.100% Senior Notes due 2030		$	780			682680BB 8		December 15, 2029		4.375% UST due August 31, 2031			4.819	%			+ 35			$	934.62			$	472,793,000			$	0
18		3.250% Senior Notes due 2030		$	500			682680BS 1		March 1, 2030		4.375% UST due August 31, 2031			4.819	%			+ 35			$	935.98			$	210,140,000			$	0
19		3.400% Senior Notes due 2029		$	714			682680AY 9		June 1, 2029		4.250% UST due August 15, 2029			4.742	%			+ 30			$	955.41			$	421,157,000			$	0
20		5.050% Senior Notes due 2034		$	1,600			682680CE 1		August 1, 2034		4.625% UST due August 15, 2036			4.996	%			+ 75			$	955.26			$	1,042,539,000			$	0

(1) Subject to the satisfaction or waiver of the conditions of the Tender Offers described in the Offer to Purchase, including the Aggregate Maximum Tender Amount and proration, the principal amount of each series of Notes accepted for purchase will be determined in accordance with the applicable Acceptance Priority Level specified in the table above (with 1 being the highest Acceptance Priority Level and 20 being the lowest Acceptance Priority Level). Notes tendered at or prior to the Early Tender Deadline will be accepted for purchase in priority to Notes tendered after the Early Tender Deadline, regardless of the Acceptance Priority Level of such later-tendered Notes, as described in the Offer to Purchase under “Description of the Offers—Aggregate Maximum Tender Amount; Acceptance Priority Levels; Proration.”

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(2) For each series of Notes in respect of which a par call date is indicated, the calculation of the applicable Early Tender Consideration (as defined below) will be performed taking into account such par call date. See Annex A to the Offer to Purchase for an overview of the calculation of the Early Tender Consideration (including the par call detail) with respect to the Notes.

(3) The Early Tender Consideration for each series of Notes payable per each $1,000 principal amount will be based on the fixed spread specified in the table above (the “Fixed Spread”) for such series of Notes, plus the yield of the specified Reference Security for that series as quoted on the Bloomberg reference page specified in the table above as of 9:00 a.m., New York City time, on the business day following the Early Tender Deadline, unless extended (such date and time, as the same may be extended, the “Price Determination Date”). Notes validly tendered at or prior to the Early Tender Deadline (and not validly withdrawn) and accepted for purchase will receive the applicable Early Tender Consideration. Notes tendered after the Early Tender Deadline but at or prior to the Expiration Time and accepted for purchase will receive the applicable Early Tender Consideration minus the applicable Early Tender Premium. The applicable Accrued Coupon Payment (as defined in the Offer to Purchase) will be payable in cash in addition to the applicable Early Tender Consideration or Tender Offer Consideration, as applicable.

(4) At the Early Tender Deadline.

All conditions of the Tender Offers were deemed satisfied by OpCo, or timely waived by OpCo. Accordingly, OpCo expects to accept for purchase, and pay for, $2 billion aggregate principal amount of Notes validly tendered (and not validly withdrawn) on the Early Settlement Date (as defined in the Offer to Purchase), which is expected to occur on September 17, 2026. All payments for Notes purchased in connection with the Early Tender Deadline will also include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Notes up to, but not including, the Early Settlement Date for such Notes accepted for purchase.

Although the Tender Offers are scheduled to expire at 5:00 p.m., New York City time, on September 29, 2026, because the aggregate principal amount of all Notes validly tendered and not validly withdrawn by the Early Tender Deadline is equal to the Aggregate Maximum Tender Amount, OpCo does not expect to accept for purchase any tenders of Notes after the Early Tender Deadline. Any Notes tendered after the Early Tender Deadline will be promptly credited to the account of the Holders of such Notes maintained at the Depository Trust Company and otherwise returned in accordance with the Offer to Purchase.

Full details of the terms and conditions of the Tender Offers are described in the Offer to Purchase, which was sent by OpCo to Holders of the Notes. Holders of the Notes are encouraged to read the Offer to Purchase as it contains important information regarding the Tender Offers.

OpCo has retained Barclays Capital Inc. to serve as Dealer Manager for the Tender Offers. D.F. King & Co., Inc. has been retained to serve as the Information and Tender Agent for the Tender Offers. Questions regarding the Tender Offers may be directed to Barclays Capital Inc. at 745 Seventh Avenue, 5th Floor, New York, New York 10019, (800) 438-3242 (toll free) or (212) 528-7581 (collect). Requests for the Offer to Purchase may be directed to D.F. King & Co., Inc. at 28 Liberty Street, 53rd Floor, New

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York, New York 10005, (646) 690-9645 (for banks and brokers) or (800) 967-7510 (for all others), or by email (OKE@dfking.com). OpCo is making the Tender Offers only by, and pursuant to, the terms of the Offer to Purchase. None of OpCo, the Dealer Manager, or the Information and Tender Agent make any recommendation as to whether Holders should tender or refrain from tendering their Notes. Holders must consult their own investment and tax advisors and make their own decisions as to whether to tender their Notes and, if so, the principal amount of the Notes to tender. The Tender Offers are not being made to holders of the Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offers to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of OpCo by the Dealer Manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described above, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

At ONEOK (NYSE: OKE), we deliver energy products and services vital to an advancing world. We operate as a holding company, and our operations are conducted through OpCo and its subsidiaries. We are a leading midstream operator that provides gathering, processing, fractionation, transportation, storage and marine export services. Through our approximately 60,000-mile pipeline network, we transport the natural gas, natural gas liquids (NGLs), refined products and crude oil that help meet domestic and international energy demand, contribute to energy security and provide safe, reliable and responsible energy solutions needed today and into the future. As one of the largest integrated energy infrastructure companies in North America, ONEOK is delivering energy that makes a difference in the lives of people in the U.S. and around the world.

ONEOK is an S&P 500 company headquartered in Tulsa, Oklahoma.

This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included in this communication that address activities, events or developments that ONEOK expects, believes or anticipates will or may occur in the future are forward-looking statements.

These forward-looking statements include, but are not limited to, statements regarding timing and consummation of the purchase of the Notes, risks and uncertainties related to the satisfaction of the conditions related to the purchase of the Notes. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. These include the risk that changes in ONEOK’s capital structure could have adverse effects on the market value of its securities; the risk that ONEOK may be unable to reduce expenses or access financing or liquidity; risks related to the impact of any economic downturn and any substantial decline in commodity prices; risks related to ONEOK’s ability to effectively manage our expanded operations following closing of recent acquisitions and other important factors that could cause actual results to differ materially from those projected.

Forward-looking statements include the items identified in the preceding paragraph, the information concerning possible or assumed future results of our operations and other statements contained or incorporated in this news release identified by words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “intend,” “may,” “might,” “outlook,” “plan,” “potential,” “project,” “scheduled,” “should,” “will,” “would” and other words and terms of similar meaning.

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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. These and other risks are described in greater detail in Item 1A, Risk Factors, in our most recent Annual Report on Form 10-K and in the other filings that we make with the Securities and Exchange Commission (SEC), which are available on the SEC’s website at www.sec.gov. 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.

Contacts:

Investor Relations:

Megan Patterson

918-561-5325

ONEOKInvestorRelations@oneok.com

Media Relations:

Alicia Keenom

918-861-3749

Media@oneok.com

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