ONEOK Insider: 34,435 RSUs Awarded to CFO, Dividend Equivalents in Shares

Rhea-AI Filing Summary

Walter S. Hulse III, identified as Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development of ONEOK, received a grant of 34,435 restricted stock units (RSU 2025-S) on 09/23/2025. The RSUs are scheduled to vest in three tranches: 20% on 09/23/2026, 30% on 09/23/2027 and 50% on 09/23/2028. Dividend equivalents will be credited during the vesting period and paid in shares when units vest. Following the award, Mr. Hulse beneficially owns 34,435 shares directly. The Form 4 was signed by an attorney-in-fact and filed on 09/25/2025.

Positive

• Alignment with shareholders: RSUs and dividend equivalents paid in shares align executive compensation with shareholder interests.
• Retention-focused vesting: Multi-year vesting (20%/30%/50%) promotes continuity in executive leadership.

Negative

• Potential dilution: Payment of dividend equivalents in shares will increase shares outstanding when units vest (magnitude not specified).
• Insufficient context: Filing does not disclose company total shares outstanding or aggregate executive equity, limiting assessment of materiality.

Insights

Corporate Governance Expert

TL;DR: Routine executive equity grant aligning CFO interests with shareholders via time-based vesting and dividend-equivalent shares.

The grant of 34,435 RSUs to the CFO is a standard retention and alignment mechanism. Time-based vesting over three years encourages continued service and ties compensation to long-term share performance. Payment of dividend equivalents in shares preserves economic alignment with common shareholders by effectively increasing future share ownership upon vesting. There is no evidence in the filing of accelerated vesting, special performance conditions, or immediate sales, so this appears to be customary compensation rather than a material change to governance or control.

Compensation Analyst

TL;DR: Typical RSU award structured for retention; impact depends on company size and total outstanding equity.

The award specifies 34,435 RSUs with a clear 20%/30%/50% vesting schedule and dividend equivalents paid in stock. For investors assessing dilution and incentive effects, the material impact depends on the companys total shares outstanding and the aggregate executive equity pool, data not provided in this filing. The structure is conventional and focuses on retention rather than immediate liquidity, indicating standard long-term incentive design.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HULSE WALTER S III

(Last) (First) (Middle)

100 WEST FIFTH STREET

(Street)

TULSA OK 74103

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ONEOK INC /NEW/ [ OKE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
RSU 2025-S	(1)	09/23/2025		A		34,435		(1)	(1)	Common Stock, par value $0.01	34,435	(1)	34,435	D

Explanation of Responses:

1. Restricted units awarded under the Issuer's Equity Incentive Plan. Twenty percent of the award will vest on 9/23/2026, thirty percent of the award will vest on 9/23/2027, and fifty percent of the award will vest on 9/23/2028. During the vesting period, the award will be credited with dividend equivalents that will be paid out in shares of common stock at the time the underlying units vest and are issued. The award and credited dividend equivalents will be payable with one share of the Issuer's common stock for each vested restricted unit, including additional restricted units resulting from dividend equivalents.

Remarks:

Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development

	/s/ Patrick W. Cipolla, Attorney-in-Fact for Walter S. Hulse III	09/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did ONEOK insider Walter S. Hulse III receive on 09/23/2025?

He was awarded 34,435 restricted stock units (RSU 2025-S) granted on 09/23/2025.

When do the RSUs granted to Walter S. Hulse III vest?

They vest in three tranches: 20% on 09/23/2026, 30% on 09/23/2027, and 50% on 09/23/2028.

How will dividends on the restricted units be handled?

Dividend equivalents are credited during the vesting period and will be paid in shares of common stock when the underlying units vest.

How many shares does Mr. Hulse beneficially own following the transaction?

The Form 4 reports 34,435 shares beneficially owned following the reported transaction.

Who filed and signed the Form 4 and when was it filed?

The Form 4 was signed by Patrick W. Cipolla, Attorney-in-Fact for Walter S. Hulse III and filed on 09/25/2025.