ONEOK INC /NEW/
For the period ended Sep 30, 2026. Filed Oct 28, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Oct 28, 2026
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Item 6. Exhibits
Readers of this report should not rely on or assume the accuracy of any representation or warranty or the validity of any opinion contained in any agreement filed as an exhibit to this Quarterly Report, because such representation, warranty or opinion may be subject to exceptions and qualifications contained in separate disclosure schedules, may represent an allocation of risk between parties in the particular transaction, may be qualified by materiality standards that differ from what may be viewed as material for securities law purposes, or may no longer continue to be true as of any given date. All exhibits attached to this Quarterly Report are included for the purpose of complying with requirements of the SEC. Other than the certifications made by our officers pursuant to the Sarbanes-Oxley Act of 2002 included as exhibits to this Quarterly Report, all exhibits are included only to provide information to investors regarding their respective terms and should not be relied upon as constituting or providing any factual disclosures about us, any other persons, any state of affairs or other matters.
The following exhibits are filed as part of this Quarterly Report:
| Exhibit No. | Exhibit 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 (incorporated by reference from Exhibit 1.1 to ONEOK, Inc.’s Current Report on Form 8-K Filed September 15, 2026 (File No. 1-13643)). |
| 2.1* | Agreement and Plan of Merger, dated as of September 9, 2026, among ONEOK, Inc., Falcon TopCo, Inc. and Falcon Merger Sub, L.L.C. (incorporated by reference from Exhibit 2.1 to ONEOK, Inc.’s Current Report on Form 8-K12B filed on September 10, 2026 (File No. 1-13643)). |
| 2.2* | Contribution Agreement, dated as of August 28, 2026, by and among ONEOK Holdings, L.L.C., Falcon TopCo. Inc., ONEOK, Inc. and AP Falcon Holdings LLC (incorporated by reference from Exhibit 2.1 to ONEOK, Inc.’s Current Report on Form 8-K filed August 28, 2026 (File No. 1-13643)). |
| 3.1 | Amended and Restated Certificate of Incorporation of ONEOK, Inc. (incorporated by reference from Exhibit 3.1 to ONEOK Inc.’s Current Report on Form 8-K12B filed September 10, 2026 (File No. 1-13643)). |
| 3.2 | Amended and Restated By-laws of ONEOK, Inc. (incorporated by reference from Exhibit 3.2 to ONEOK, Inc.’s Current Report on Form 8-K12B filed September 10, 2026 (file No. 1-13643)). |
| 3.3* | Amended and Restated Limited Liability Company Agreement of ONEOK Holdings, L.L.C., dated as of September 10, 2026 (incorporated by reference from Exhibit 3.5 to ONEOK, Inc.’s Current Report on Form 8-K12B filed September 10, 2026 (File No. 1-13643)). |
| 3.4 | Amended and Restated Articles of Organization of ONEOK, L.L.C. (incorporated by reference from Exhibit 3.3 of ONEOK, Inc.’s Post Effective Amendment No. 1 to Registration Statement on Form S-3 filed September 11, 2026 (File No. 333-296919)). |
| 3.5 | Amended and Restated Limited Liability Company Operating Agreement of ONEOK, L.L.C., dated as of September 10, 2026 (incorporated by reference from Exhibit 3.4 to ONEOK, Inc.’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3 filed September 11, 2026 (File No. 333-296919)). |
| 3.6 | Certificate of Merger, filed with the Secretary of State of the State of Oklahoma on September 10, 2026 (incorporated by reference from Exhibit 3.4 to ONEOK, Inc.’s Current Report on Form 8-K12B filed September 10, 2026 (File No. 1-13643)). |
| 4.1 | Description of Securities (incorporated by reference from Exhibit 4.1 to ONEOK, Inc.’s Current Report on Form 8-K12B filed September 10, 2026 (File No. 1-13643)). |
| 4.2 | Eighth Supplemental Indenture, dated September 8, 2026, by and among Falcon Merger Sub, L.L.C., as issuer, Falcon TopCo, Inc., as parent guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference from Exhibit 4.2 to ONEOK, Inc.’s Current Report on Form 8-K12B filed September 10, 2026 (File No. 1-13643)). |
| 4.3 | Seventh Supplemental Indenture, dated September 8, 2026, by and among Falcon Merger Sub, L.L.C., as issuer, Falcon TopCo, Inc., as parent guarantor, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference from Exhibit 4.3 to ONEOK, Inc.’s Current Report on Form 8-K12B filed September 10, 2026 (File No. 1-13643)). |
| 4.4 | Fifth Supplemental Indenture, dated September 8, 2026, by and among Falcon Merger Sub, L.L.C., as issuer, Falcon TopCo, Inc., as parent guarantor, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference from Exhibit 4.4 to ONEOK, Inc.’s Current Report on Form 8-K12B filed September 10, 2026 (File No. 1-13643)). |
| 4.5 | Fifteenth Supplemental Indenture, dated September 8, 2026, by and among Falcon Merger Sub, L.L.C., as issuer, Falcon TopCo, Inc., as parent guarantor, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference from Exhibit 4.5 to ONEOK, Inc.’s Current Report on Form 8-K12B filed September 10, 2026 (File No. 1-13643)). |
| 4.6 | Thirty-Sixth Supplemental Indenture, dated September 8, 2026, by and among Falcon Merger Sub, L.L.C., as issuer, Falcon TopCo, Inc., as parent guarantor, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference from Exhibit 4.6 to ONEOK, Inc.’s Current Report on Form 8-K12B filed September 10, 2026 (File No. 1-13643)). |
| 4.7 | Seventh Supplemental Indenture, dated September 8, 2026, by and among Falcon Merger Sub, L.L.C., as issuer, Falcon TopCo, Inc., as parent guarantor, and Computershare Trust Company, N.A., as trustee (incorporated by reference from Exhibit 4.7 to ONEOK, Inc.’s Current Report on Form 8-K12B filed September 10, 2026 (File No. 1-13643)). |
| 4.8 | Fourth Supplemental Indenture, dated September 8, 2026, by and among Falcon Merger Sub, L.L.C., as issuer, Falcon TopCo, Inc., as parent guarantor, and Computershare Trust Company, N.A., as trustee (incorporated by reference from Exhibit 4.8 to ONEOK, Inc.’s Current Report on Form 8-K12B filed September 10, 2026 (File No. 1-13643)). |
| 4.9 | Third Supplemental Indenture, dated September 8, 2026, by and among Falcon Merger Sub, L.L.C., as issuer, Falcon TopCo, Inc., as parent guarantor, and Computershare Trust Company, N.A., as trustee (incorporated by reference from Exhibit 4.9 to ONEOK, Inc.’s Current Report on Form 8-K12B filed September 10, 2026 (File No. 1-13643)). |
| 4.10 | Third Supplemental Indenture, dated September 8, 2026, by and among Falcon Merger Sub, L.L.C., as issuer, Falcon TopCo, Inc., as parent guarantor, and Computershare Trust Company, N.A., as trustee (incorporated by reference from Exhibit 4.10 to ONEOK, Inc.’s Current Report on Form 8-K12B filed September 10, 2026 (File No. 1-13643)). |
| 4.11 | Fourth Supplemental Indenture, dated September 8, 2026, by and among Falcon Merger Sub, L.L.C., as issuer, Falcon TopCo, Inc., as parent guarantor, and Computershare Trust Company, N.A., as trustee (incorporated by reference from Exhibit 4.11 to ONEOK, Inc.’s Current Report on Form 8-K12B filed September 10, 2026 (File No. 1-13643)). |
| 4.12 | Eighteenth Supplemental Indenture, dated September 8, 2026, by and among Falcon Merger Sub, L.L.C., as issuer, Falcon TopCo, Inc., as parent guarantor, and Computershare Trust Company, N.A., as trustee (incorporated by reference from Exhibit 4.12 to ONEOK, Inc.’s Current Report on Form 8-K12B filed September 10, 2026 (File No. 1-13643)). |
| 10.1 | Assignment and Assumption Agreement, dated as of September 10, 2026, between ONEOK, Inc. and Falcon TopCo, Inc., (incorporated by reference from Exhibit 10.1 to ONEOK, Inc.’s Current Report on Form 8-K12B filed September 10, 2026 (File No. 1-13643)). |
| 22.1 | Guarantor and subsidiary issuer of guaranteed securities. |
| 31.1 | Certification of Pierce H. Norton II pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | Certification of Walter S. Hulse III pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 | Certification of Pierce H. Norton II pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished only pursuant to Rule 13a-14(b)). |
| 32.2 | Certification of Walter S. Hulse III pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished only pursuant to Rule 13a-14(b)). |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document. |
| 101.DEF | Inline XBRL Taxonomy Extension Definitions Document. |
| 101.LAB | Inline XBRL Taxonomy Label Linkbase Document. |
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101). |
| *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. | |
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Attached as Exhibit 101 to this Quarterly Report are the following Inline XBRL-related documents: (i) Document and Entity Information; (ii) Consolidated Statements of Income for the three and nine months ended September 30, 2026 and 2025; (iii) Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2026 and 2025; (iv) Consolidated Balance Sheets at September 30, 2026, and December 31, 2025; (v) Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025; (vi) Consolidated Statements of Changes in Equity and Redeemable Noncontrolling Interests for the three and nine months ended September 30, 2026 and 2025; and (vii) Notes to Consolidated Financial Statements.
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