[Form 4] ONEOK INC /NEW/ Insider Trading Activity

Rhea-AI Filing Summary

Mary M. Spears, Chief Accounting Officer and Senior Vice President, Finance and Tax of ONEOK Inc. (NYSE: OKE), was awarded 11,019 restricted stock units (RSU 2025‑S) on 09/23/2025. The award is held directly and vests 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 vesting and paid in shares when units vest, with one share issued per vested restricted unit (including equivalents). The Form 4 was signed by an attorney‑in‑fact on behalf of Ms. Spears on 09/25/2025.

Insights

Financial Analyst

TL;DR: A routine executive equity award of 11,019 RSUs ties compensation to multi‑year retention and performance via time‑based vesting.

The grant reported is a time‑based restricted stock unit award with a clear three‑year vesting schedule, designed to retain a senior finance executive and align her interests with shareholders through stock‑based compensation and dividend equivalents paid in shares. The absolute size is disclosed but the filing does not state grant value or percentage of outstanding shares, so materiality relative to company equity cannot be determined from this form alone.

Corporate Governance Expert

TL;DR: Standard equity incentive grant for a senior officer; disclosure is complete on vesting and dividend equivalent treatment.

The Form 4 provides the required factual details: grant date, number of units, direct ownership, vesting schedule, and dividend equivalent mechanics. These elements facilitate investor oversight of executive pay practices. The filing does not include compensation committee rationale or the grant's accounting treatment, which are typically found in proxy statements or 10‑K disclosures.

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

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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^*

SPEARS MARY M

(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		11,019		(1)	(1)	Common Stock, par value $0.01	11,019	(1)	11,019	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 Accounting Officer and Senior Vice President, Finance and Tax

	/s/ Patrick W. Cipolla, Attorney-in-Fact for Mary M. Spears	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.
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