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ONEOK INC /NEW/

For the period ended May 20, 2026. Filed Apr 1, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 20, 2026 · Filed Apr 1, 2026

OKE$85.19-1.2%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant☒
Filed by a Party other than the Registrant☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

ONEOK, Inc.

(Name of Registrant as Specified In Its Charter)

NOT APPLICABLE

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Dear Shareholder

At ONEOK, our commitment to responsible operations, disciplined and intentional growth and meaningful engagements with our stakeholders has remained paramount throughout our long history. We continue to embrace our philosophy of continuous improvement by working to enhance our operations in every area.

You are cordially invited to attend the annual meeting of shareholders of ONEOK, Inc., which will be held at 9:00 a.m. Central Daylight Time on

Wednesday, May 20, 2026. Our annual meeting will be held, as in prior years, as a virtual meeting only and will be conducted via live webcast. You will not be able to attend the annual meeting in person.

By continuing to hold our annual meeting virtually, our shareholders will be able to join us from any location around the world, enabling increased shareholder attendance and participation, providing a cost savings to both us and our shareholders while contributing to our sustainability efforts by reducing the environmental footprint of our annual meeting.

Information on how to virtually attend and participate in the annual meeting online via the live webcast platform is provided under “About the 2026 Annual Meeting” in the accompanying proxy statement.

ANNUAL MEETING

The matters to be considered and voted on at the meeting are set forth in the accompanying notice of the annual meeting and are described in the accompanying proxy statement. A report on our 2025 performance will be presented at the meeting.

VOTING

We look forward to welcoming as many of our shareholders as possible to the live webcast of our annual meeting. We know, however, that most of our shareholders will be unable to attend. Therefore, proxies are being solicited so that each shareholder has an opportunity to vote by proxy. You can authorize a proxy over the internet or by telephone or, if you received paper copies of these materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. If you previously received our Notice of Internet Availability of Proxy Materials, instructions regarding how you can vote are contained in that notice. Further instructions for using all of these convenient services are also included in the accompanying proxy statement.

If your shares are held through a broker or similar person, unless you provide them with voting instructions, your shares will not be voted in the election of directors or in certain other important proposals as described in the accompanying proxy statement. Consequently, please provide your voting instructions to your broker or similar person in a timely manner to ensure that your shares will bevoted.

Regardless of the number of shares you own, your vote is important. I urge you to submit your proxy or voting instructions as soon as possible so that you can be sure your shares will be voted.

Thank you for your investment in ONEOK and your continued support.

Very truly yours,

Julie H. EdwardsBoard Chair

ONEOK 2026 Proxy Statement1

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Notice of 2026 Annual Meeting of Shareholders

Items of Business

To consider and vote on the election of the ten director nominees named in the accompanying proxy statement to serve on our Board of Directors.FOR
To consider and vote on the ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of ONEOK, Inc., for the year ending December 31, 2026.FOR
To consider and vote on the approval of our executive compensation on a non-binding, advisory basis.FOR

We will also consider and vote on such other business as may come properly before the meeting or any adjournment or postponement of the meeting.

These matters are described more fully in the accompanying proxy statement.

YOUR VOTE IS IMPORTANT

The vote of every shareholder is important. The Board of Directors appreciates the cooperation of shareholders in directing proxies to vote at the meeting. To make it easier for you to vote, internet and telephone voting are available. If you previously received our Notice of Internet Availability of Proxy Materials, instructions regarding how you can vote are contained in that notice. If you received a proxy card, you may vote by mail by completing your proxy card and returning it in the enclosed, postage-paid envelope. Further instructions describing how to use these convenient voting methods are also included in the accompanying proxy statement. You may revoke your proxy at any time by following the procedures set forth in the accompanying proxy statement.

Whether or not you expect to virtually attend the meeting, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Voting your shares promptly, via the internet, by telephone, or if you received a proxy card, by signing, dating and returning the enclosed proxy card will save us the expense of additional solicitation.

By order of the Board of Directors,

Sarah M. Rechter

Secretary

Tulsa, Oklahoma

Time and DateMay 20, 20269:00 a.m. Central Daylight Time

Virtual MeetingRegister online atwww.proxydocs.com/oke

Record DateMarch 23, 2026Only shareholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the annual meeting.

Important Notice Regarding Internet Availability of Proxy Materials for the Shareholder Meeting to be held on May 20, 2026.This notice of annual meeting, proxy statement, and our 2025 annual report to shareholders are being released to shareholders on or about April 1, 2026. This proxy statement and our 2025 annual report to shareholders are available on our website at www.oneok.com and www.proxydocs.com/oke.

ONEOK 2026 Proxy Statement3

Table of Contents

This proxy statement describes important issues affecting our company and is furnished in connection with the solicitation of proxies by our Board of Directors for use at our 2026 annual meeting of shareholders to be held at the time and place set forth in the accompanying notice.

Safe Harbor for Forward-Looking Statements5
Web Links5
Summary Proxy Information6
About the 2026 Annual Meeting16
Outstanding Stock and Voting22
Matters to Be Voted Upon22
Voting22
Quorum23
Votes Required23
Revoking a Proxy24
Proxy Solicitation24
Governance of the Company25
Corporate Governance Guidelines25
Code of Business Conduct and Ethics25
Business Partner Code of Conduct26
Director Independence26
Board Leadership Structure26
Lead Independent Director27
Board Refreshment27
CEO and Senior Management Succession Planning27
Corporate Strategy28
Shareholder Engagement28
Risk Oversight28
Corporate Sustainability Oversight29
Human Capital Management Oversight30
Cybersecurity and Physical Security30
Board and Committee Membership32
Director Nominations36
Director Compensation37
Compensation Committee Interlocks and Insider Participation39
Executive Sessions of the Board39
Annual Board and Committee Evaluations39
Communications with Directors40
Complaint Procedures40
Corporate Sustainability41
Corporate Sustainability Oversight42
Environment, Safety and Health Commitment44
Human Capital Management47
Community Investments49
Political Advocacy and Oversight50
Election of Directors51
Board Refreshment51
Annual Election by Majority Vote52
Board Qualifications52
Our Director Nominees53
Summary of Director Qualifications and Experience54
Director Nominees56
Ratify the Selection of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm for the Year Ending December 31, 202664
Ratification of Selection of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm for 202664
Audit and Non-Audit Fees65
Audit Committee Policy on Services Provided by the Independent Registered Public Accounting Firm65
2026 Report of the Audit Committee66
Stock Ownership67
Holdings of Major Shareholders67
Holdings of Officers and Directors68
Delinquent Section 16(a) Reports69
Executive Compensation Discussion and Analysis70
Executive Summary70
Executive Compensation Philosophy72
Executive Compensation Methodology74
Components of Compensation79
2025 Compensation Decisions81
2025 Short-Term Incentive Awards81
2025 Long-Term Incentive Awards85
Payout of 2022-2025 Performance Units88
Clawback Policy88
Securities/Insider Trading Policy89
Share-Ownership Guidelines89
Change in Control Benefits90
Internal Revenue Service Limitations on Deductibility of Executive Compensation91
2026 Report of the Executive Compensation Committee91
Executive Officer Compensation92
2025 Grants of Plan-Based Awards94
Outstanding Equity Awards95
Stock Vested97
Pension Benefits97
Potential Post-Employment Payments and Payments Upon a Change in Control100
Advisory Vote to Approve Executive Compensation105
Introduction105
Our Executive Compensation Program105
Vote Required and Board of Directors Recommendation106
Related-Person Transactions107
Pay Versus Performance Disclosure108
Pay Versus Performance Tabular List of Most Important Financial Performance Measures110
Shareholder Proposals111
Other Matters111
4ONEOK 2026 Proxy Statement
ContentsView on SEC.gov

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