ONEOK INC /NEW/

Noncontrolling Interests - As of December 31, 2025, noncontrolling interests in our Consolidated Balance Sheets related to Ascension and MBTC Pipeline. On February 4, 2025, we announced a definitive agreement to form the MBTC Pipeline joint venture, of which we own 80%. As a result of the Delaware Basin JV Acquisition and the EnLink Acquisition, these entities are now wholly owned subsidiaries and are no longer recorded as noncontrolling interests in our Consolidated Balance Sheets as of December 31, 2025.

In October 2024, we completed the EnLink Controlling Interest Acquisition, acquiring GIP’s interest in EnLink consisting of approximately 43% of the outstanding EnLink Units. In connection with the EnLink Controlling Interest Acquisition, we recorded noncontrolling interests with a fair value of $5.1 billion representing the approximately 57% of outstanding EnLink Units we did not own, the Series B Preferred Units and partially owned consolidated subsidiaries of EnLink.

As of December 31, 2024, included within noncontrolling interests are Series B Preferred Units, which were issued under EnLink Partners’ partnership agreement and represent noncontrolling ownership interests in EnLink Partners. EnLink Partners was a controlled subsidiary of EnLink in which EnLink owned all of the outstanding common units. Series B Preferred Units were exchangeable for EnLink Units in an amount equal to the number of outstanding Series B Preferred Units multiplied by an exchange ratio of 1.15, subject to certain adjustments. The exchange was subject to our option to pay cash instead of issuing additional EnLink common units.

As of December 31, 2024, $515 million of noncontrolling interest on our Consolidated Balance Sheets related to Series B Preferred Units, and there were 27.4 million units outstanding. There wereno Series B Preferred Units converted or redeemed during the ownership period of October 15, 2024, through December 31, 2024. Distributions made on Series B Preferred Units were not material.

As of December 31, 2024, EnLink owned a 50.1% interest in the Delaware Basin JV, which owns processing facilities located in the Delaware Basin in Texas. Noncontrolling interests included the other owner’s minority interest in the Delaware Basin JV. As of December 31, 2024, $684 million of noncontrolling interests on our Consolidated Balance Sheets related to the Delaware Basin JV and the other partially owned consolidated subsidiary of EnLink was not material.

Series A and B Convertible Preferred Stock - There areno shares of Series A or Series B Preferred Stock currently issued or outstanding.

EnLink Series C Preferred Units - Series C Preferred Units represented noncontrolling ownership interests in EnLink Partners. In September 2024, EnLink gave notice to redeem all of its outstanding Series C Preferred Units, and reclassified the obligation to a liability on their Consolidated Balance Sheets. On October 17, 2024, EnLink redeemed all outstanding Series C Preferred Units at $1,000 per Series C Preferred Unit, plus $8.28 per Series C Preferred Unit of unpaid distributions, for $365 million with proceeds received from borrowings under the EnLink Revolving Credit Facility. As of December 31, 2024, there were no remaining Series C Preferred Units outstanding.

Equity Issuances - On May 28, 2025, we completed the Delaware Basin JV Acquisition. Pursuant to the purchase agreement, we issued approximately 4.9 million shares of ONEOK common stock to the seller with a fair value of $391 million as of the closing date.

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.

In September 2023, we completed the Magellan Acquisition. Pursuant to the Magellan Merger Agreement, each common unit of Magellan was exchanged for a fixed ratio of 0.667 shares of ONEOK common stock and $25.00 of cash. We issued approximately 135 million shares of common stock, with a fair value of approximately $9.0 billion as of the closing date of the Magellan Acquisition.

We have an “at-the-market” equity program for the offer and sale from time to time of our common stock up to an aggregate offering price of $1.0 billion. The program allows us to offer and sell common stock at prices we deem appropriate through a sales agent, in forward sales transactions through a forward seller or directly to one or more of the program’s managers acting as principals. Sales of our common stock may be made by means of ordinary brokers’ transactions on the NYSE, in block transactions or as otherwise agreed to between us and the sales agent. We are under no obligation to offer and sell common stock under the program. As of December 31, 2025, no shares have been sold through our “at-the-market” program.

Share Repurchase Program - In January 2024, our Board of Directors authorized a share repurchase program to buy up to $2.0 billion of our outstanding common stock. We expect shares to be acquired from time to time in open market transactions or through privately negotiated transactions at our discretion, subject to market conditions and other factors. 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 year ended December 31, 2025, we repurchased $62 million of our outstanding common stock under the program with cash on hand. For the year ended December 31, 2024, we repurchased $172 million of our outstanding common stock under the program with cash on hand and short-term borrowings.

Dividends - Holders of our common stock share equally in any common stock dividends declared by our Board of Directors. Dividends paid totaled $2.6 billion, $2.3 billion and $1.8 billion for 2025, 2024 and 2023, respectively. The following table sets forth the quarterly dividends per share paid on our common stock in the periods indicated:

Additionally, a quarterly common stock dividend of $1.07 per share ($4.28 per share on an annualized basis) was declared for shareholders of record at the close of business on February 2, 2026, and paid on February 13, 2026.