ONEOK Inc. Files 8-K: Agreements, Officer Changes

TL;DR

ONEOK filed an 8-K detailing new agreements and executive/director changes.

AI Summary

ONEOK, Inc. reported a material definitive agreement on January 31, 2025. The filing also disclosed the departure of directors or certain officers, the election of directors, and the appointment of certain officers, along with details on compensatory arrangements for these officers. The company is involved in natural gas transmission and distribution.

Why It Matters

This 8-K filing indicates significant corporate governance and contractual developments at ONEOK, Inc., which could impact its operational strategy and financial structure.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and changes in corporate officers and directors, which can introduce uncertainty.

Key Numbers

• 001-13643 — SEC File Number (Identifies the company's filing history with the SEC.)
• 73-1520922 — I.R.S. Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• ONEOK, Inc. (company) — Registrant
• January 31, 2025 (date) — Date of earliest event reported
• Oklahoma (jurisdiction) — State of incorporation
• 100 West Fifth Street, Tulsa, OK 74103 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — registered Common stock, par value of $0.01 OKE New York Stock Exchange Indic

Filing Documents

• ea0229699-8k_oneok.htm (8-K) — 50KB
• ea022969901ex4-5_oneok.htm (EX-4.5) — 72KB
• ea022969901ex4-6_oneok.htm (EX-4.6) — 53KB
• ea022969901ex4-7_oneok.htm (EX-4.7) — 52KB
• ea022969901ex4-8_oneok.htm (EX-4.8) — 72KB
• ea022969901ex4-9_oneok.htm (EX-4.9) — 54KB
• ea022969901ex4-10_oneok.htm (EX-4.10) — 50KB
• ea022969901ex4-11_oneok.htm (EX-4.11) — 57KB
• ea022969901ex4-12_oneok.htm (EX-4.12) — 64KB
• ea022969901ex4-13_oneok.htm (EX-4.13) — 57KB
• ea022969901ex4-14_oneok.htm (EX-4.14) — 89KB
• ea022969901ex4-15_oneok.htm (EX-4.15) — 49KB
• ea022969901ex10-1_oneok.htm (EX-10.1) — 26KB
• image_001.jpg (GRAPHIC) — 2KB
• 0001213900-25-010560.txt ( ) — 1043KB
• oke-20250131.xsd (EX-101.SCH) — 3KB
• oke-20250131_lab.xml (EX-101.LAB) — 33KB
• oke-20250131_pre.xml (EX-101.PRE) — 22KB
• ea0229699-8k_oneok_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Supplemental Indentures On the Closing Date, in connection with the Second Merger, Merger Sub II, EnLink Midstream Partners, LP, a Delaware limited partnership ("ENLK"), and Computershare Trust Company, N.A., as trustee ("Computershare"), entered into a supplemental indenture to each of the respective indentures governing EnLink's outstanding 5.625% Senior Notes due 2028, 5.375% Senior Notes due 2029, 6.500% Senior Notes due 2030 and 5.650% Senior Notes due 2034 (collectively, the "Assumed EnLink Notes"). Pursuant to each supplemental indenture, Merger Sub II assumed all of the obligations of EnLink, and EnLink was released from its obligations, under the applicable indenture supplemented thereby and with respect to the applicable series of Assumed EnLink Notes issued thereunder, and ENLK confirmed its guarantee of the applicable series of Assumed EnLink Notes issued under such indenture. The foregoing description of such supplemental indentures does not purport to be complete and is qualified in its entirety by reference to the full text of such supplemental indentures, copies of which are filed as Exhibits 4.1, 4.2, 4.3, and 4.4 to this Current Report on Form 8-K (this "Current Report") and are incorporated herein by reference. On the Closing Date, in connection with the Internal Reorganization, ONEOK, ONEOK Partners, L.P., a Delaware limited partnership ("ONEOK Partners"), ONEOK Partners Intermediate Limited Partnership, a Delaware limited partnership ("Intermediate Partnership"), Magellan Midstream Partners, L.P., a Delaware limited partnership ("Magellan"), Merger Sub II, ENLK and Computershare, as trustee, entered into a supplemental indenture to each of the respective indentures governing the Assumed EnLink Notes. Pursuant to each supplemental indenture, ONEOK assumed all of the obligations of Merger Sub II, and Merger Sub II was released from its obligations, under the applicable indenture supplemente

02 Departure of Directors or Certain Officers; Election

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 3, 2025, Charles M. Kelley, Senior Vice President, Commercial Natural Gas Pipelines and a named executive officer in our most recent proxy statement, provided notice of his intention to retire effective March 31, 2025. 2

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 4.1 First Supplemental Indenture, dated as of January 31, 2025, by and among Elk Merger Sub II, L.L.C., as issuer, EnLink Midstream Partners, LP, as guarantor, and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to EnLink Midstream, LLC's Current Report on Form 8-K, filed with the SEC on January 31, 2025, File No. 001-36336). 4.2 Second Supplemental Indenture, dated as of January 31, 2025, by and among Elk Merger Sub II, L.L.C., as issuer, EnLink Midstream Partners, LP, as guarantor, and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to EnLink Midstream, LLC's Current Report on Form 8-K, filed with the SEC on January 31, 2025, File No. 001-36336). 4.3 First Supplemental Indenture, dated as of January 31, 2025, by and among Elk Merger Sub II, L.L.C., as issuer, EnLink Midstream Partners, LP, as guarantor, and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 to EnLink Midstream, LLC's Current Report on Form 8-K, filed with the SEC on January 31, 2025, File No. 001-36336). 4.4 Second Supplemental Indenture, dated as of January 31, 2025, by and among Elk Merger Sub II, L.L.C., as issuer, EnLink Midstream Partners, LP, as guarantor, and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.4 to EnLink Midstream, LLC's Current Report on Form 8-K, filed with the SEC on January 31, 2025, File No. 001-36336). 4.5 Third Supplemental Indenture, dated as of January 31, 2025, by and among ONEOK, Inc., Elk Merger Sub II, L.L.C., EnLink Midstream Partners, LP, ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P. and Computershare Trust Company, N.A., as trustee. 4.6 Second Supplemental Indenture, dated as of January 31, 2025, by and among ONEOK, Inc., Elk Merger Sub II

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ONEOK, INC. Date: February 5, 2025 By: /s/ Walter S. Hulse III Name: Walter S. Hulse III Title: Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development 4

View Full Filing

View this 8-K filing on SEC EDGAR