OKE 8-K
Oneok Inc /New/ (OKE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Equity Distribution Agreement
On August 4, 2026, ONEOK, Inc. (“Legacy ONEOK”) entered into an equity distribution agreement (the “Equity Distribution Agreement”) with BofA Securities, Inc. (the “Manager”) and Bank of America, N.A. (the “Forward Purchaser”), pursuant to which Legacy ONEOK may offer and sell up to $1,000,000,000 aggregate offering price of shares of Legacy ONEOK common stock, par value $0.01 per share (the “Shares”), from time to time through the Manager, acting as agent and/or principal (the “Offering”). A copy of the Equity Distribution Agreement was filed as Exhibit 1.1 to the Quarterly Report on Form 10-Q filed by Legacy ONEOK on August 4, 2026. The Shares were initially offered pursuant to Legacy ONEOK’s shelf registration statement on Form S-3 (Registration No. 333-296919), which was filed with the SEC on June 18, 2026, which became effective immediately upon filing (the “Registration Statement”). On September 10, 2026, ONEOK, Inc., an Oklahoma corporation and successor issuer to Legacy ONEOK (“ONEOK”), filed Post-Effective Amendment No. 1, pursuant to which ONEOK assumed Legacy ONEOK’s obligations under the Registration Statement. This Current Report on Form 8-K is being filed to provide exhibits to be incorporated by reference into the Registration Statement.
On September 15, 2026, ONEOK, ONEOK, L.L.C., an Oklahoma limited liability company and an indirect subsidiary of ONEOK, the Manager and the Forward Purchaser entered into an amendment to the Equity Distribution Agreement (“Amendment No. 1”) to update defined terms and certain other references to reflect the corporate structure following a series of reorganization transactions. Pursuant to Amendment No. 1, ONEOK assumed Legacy ONEOK’s obligations thereunder. A copy of Amendment No. 1 is filed as Exhibit 1.1 to this Current Report and is incorporated by reference herein.
| Item 7.01 | Regulation FD Disclosure. |
On September 15, 2026, ONEOK issued a press release announcing the early results of its cash tender offer of its outstanding debt securities of the 20 series listed in the Offer to Purchase, dated August 30, 2026.
A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.
On September 15, 2026, ONEOK issued a press release announcing the pricing of its cash tender offer of its outstanding debt securities of the 20 series listed in the Offer to Purchase, dated August 30, 2026.
A copy of the press release is furnished herewith as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference.
The information included in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information included in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
| Item 9.01 | Financial Statements and Exhibits. |
| 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. | |
| 5.1 | Opinion of GableGotwals in respect of sales contemplated by Amendment No. 1 to the Equity Distribution Agreement dated September 15, 2026. | |
| 23.1 | Consent of GableGotwals (included in Exhibit 5.1 hereto). | |
| 99.1 | Press Release, dated as of September 15, 2026. | |
| 99.2 | Press Release, dated as of September 15, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | 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. |
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: September 15, 2026 | By: | /s/ Walter S. Hulse III | ||||
| Name: | Walter S. Hulse III | |||||
| Title: | Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations | |||||
Exhibit 1.1
Execution Version
ONEOK, INC.
Amendment No. 1 to the Equity Distribution Agreement
September 15, 2026
BofA Securities, Inc.
One Bryant Park
New York, New York 10036
As Manager
Bank of America, N.A.
c/o BofA Securities, Inc.
One Bryant Park
New York, New York 10036
As Forward Purchaser
Ladies and Gentlemen:
Reference is made to that certain Equity Distribution Agreement, dated August 4, 2026 (the “Agreement”), by and among ONEOK, Inc., an Oklahoma corporation (“Original ONEOK”), BofA Securities, Inc., as manager (the “Manager”), and Bank of America, N.A., as forward purchaser (the “Forward Purchaser”) relating to the issuance and sale from time to time of shares of common stock of the Original ONEOK, par value $0.01 per share, having an aggregate gross sales price to the public of up to $1,000,000,000 pursuant to the terms of the Agreement.
On September 10, 2026, Original ONEOK completed a series of reorganization transactions, including (i) the merger of Original ONEOK with and into Falcon Merger Sub, L.L.C. (“Falcon Merger Sub”), a newly formed Oklahoma limited liability company and wholly owned subsidiary of Falcon TopCo, Inc., an Oklahoma corporation (“Falcon TopCo”), with Falcon Merger Sub surviving such merger, (ii) renaming Falcon Merger Sub to “ONEOK, L.L.C.” and renaming Falcon TopCo to “ONEOK, Inc.” (“New ONEOK”) and (iii) New ONEOK succeeding to Original ONEOK as the issuer of the publicly traded common stock (collectively, the “Reorganization Transactions”).
Following the effectiveness of the Reorganization Transactions, the parties wish to amend the Agreement as set forth in this Amendment No. 1 to the Agreement (this “Amendment”) as follows:
SECTION 1. Definitions. Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Agreement.
- 1 -
Execution Version
SECTION 2. Amendments.
(a) New ONEOK hereby assumes all rights, obligations, covenants and liabilities of Original ONEOK as the “Company” under the Agreement and shall succeed to and be substituted for Original ONEOK as the “Company” for all purposes under the Agreement;
(b) All references to the “Company” and “ONEOK, Inc.” shall be deemed to refer to New ONEOK, unless the context otherwise requires; and
(c) All references in the Agreement to the subsidiaries, assets, operations and business of the Company shall be deemed to refer to the post-Reorganization Transactions structure.
SECTION 3. No Release; Preservation of Rights, Remedies and Obligations. Nothing in this Amendment shall diminish, impair or release any rights, remedies or indemnification protections that may be available to the Manager or the Forward Purchaser under the Agreement or applicable law.
SECTION 4. Waiver of Jury Trial. The parties hereto hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Amendment or the transactions contemplated hereby.
SECTION 5. Counterparts. This Amendment may be signed in one or more counterparts, including facsimile and .pdf electronic counterparts (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law), each of which, when executed and delivered, shall constitute an original and all of which together shall constitute one and the same agreement.
SECTION 6. Headings. The section headings used in this Amendment are for convenience only and shall not affect the construction hereof.
[Signature Pages Follow]
- 2 -
If the foregoing correctly sets forth the understanding among New ONEOK, ONEOK, L.L.C., the Manager and the Forward Purchaser, please so indicate in the spaces provided below for that purpose, whereupon this Amendment and your acceptance shall constitute a binding agreement among such parties.
| Very truly yours, | ||
| ONEOK, INC., an Oklahoma corporation | ||
| 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 | ||
| ONEOK, L.L.C., an Oklahoma limited liability company | ||
| 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 | ||
[Signature Page to Amendment No. 1 to the Equity Distribution Agreement]
The foregoing Amendment is confirmed and accepted as of the date first written above.
| BofA Securities, Inc. | Bank of America, N.A. | |||||||
| By: | /s/ Julio Hernandez |
By: | /s/ Eric Coghlin | |||||
| Name: Julio Hernandez | Name: Eric Coghlin | |||||||
| Title: Managing Director | Title: Managing Director | |||||||
| As Manager | As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in the Agreement. | |||||||
[Signature Page to Amendment No. 1 to the Equity Distribution Agreement]
Exhibit 5.1
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| 110 North Elgin Avenue, Suite 200 Tulsa, Oklahoma 74120 Telephone (918) 595-4800 Fax (918) 595-4990 www.gablelaw.com |
BOK Park Plaza 499 West Sheridan Avenue, Suite 2200 Oklahoma City, OK 73102 Telephone (405) 235-5500 Fax (405) 235-2875 |
1100 Louisiana, Suite 5000 Houston, Texas 77002 Telephone: (346) 200-6020 | ||
| September 15, 2026 | ||||
ONEOK, Inc.
100 West Fifth Street
Tulsa, Oklahoma 74103
Ladies and Gentlemen:
We have acted as special counsel to ONEOK, Inc., an Oklahoma corporation (the “Company”), in connection with the proposed issuance and sale from time to time by the Company of its common stock, $0.01 par value per share, in an amount having an aggregate offering price of up to $1,000,000,000 (the “Shares”) pursuant to the equity distribution agreement dated August 4, 2026, as amended by Amendment No. 1 dated September 15, 2026 (as amended, the “Distribution Agreement”) among the Company, ONEOK, L.L.C., an Oklahoma limited liability company (“OpCo”), the Manager named therein and the Forward Purchaser named therein. The Shares are to be issued pursuant to the Registration Statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 18, 2026 and adopted by the Company and OpCo, in accordance with Rule 414 of the Act, pursuant to the Post Effective No. 1 filed on September 10, 2026 (as so adopted, the “Registration Statement”), the base prospectus included in the Registration Statement (the “Base Prospectus”), and the prospectus supplement to be filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Act (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the issuance of the Shares.
As such counsel, we have examined originals or copies of the Distribution Agreement, the Registration Statement, the Prospectus, the Company’s Amended and Restated Certificate of Incorporation, as amended, the Company’s Amended and Restated By-laws and other records, documents, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters.
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ONEOK, Inc. September 15, 2026 Page 2 |
In rendering the opinion expressed below, we have assumed without verification the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents supplied to us as originals, the conformity to the originals of all documents supplied to us as copies and the authenticity of the originals of such copies. We have also assumed that all Shares will be issued and sold in the manner stated in the Registration Statement and the Prospectus.
Based upon the foregoing, and subject to the limitations and assumptions set forth herein, we are of the opinion that the Shares, when issued and delivered against payment therefor in accordance with the terms of the Distribution Agreement, will be validly issued, fully paid and non-assessable.
Our opinions expressed herein are subject to the following qualifications:
(i) Our opinions are limited to the laws of the State of Oklahoma, and we do not express any opinion as to the laws of any other jurisdiction, including without limitation the federal laws of the United States;
(ii) The opinions herein are limited to the matters expressly set forth in this letter, and no opinions are implied or may be inferred beyond the matters expressly so stated; and
(iii) The opinions expressed herein are as of the date hereof only and are based on laws, orders, contract terms and provisions, and facts as of such date, and we disclaim any obligation to update this opinion letter after such date or to advise you of changes of facts stated or assumed herein or any subsequent changes in law.
We consent to your filing this opinion as an exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
| Yours very truly, |
| /s/ GableGotwals |
Exhibit 99.1
|
Sept. 15, 2026
ONEOK Announces Early Results of Cash Tender Offers
TULSA, Okla., Sept. 15, 2026 (GLOBE NEWSWIRE) — ONEOK, Inc. (NYSE: OKE) today announced the results to date of ONEOK, L.L.C.’s (“OpCo”) previously announced cash tender offers (the “Tender Offers”) to purchase up to an aggregate principal amount that will not result in an aggregate purchase price that exceeds $2 billion (subject to increase or decrease by OpCo, the “Aggregate Maximum Tender Amount”) of OpCo’s debt securities listed in the table below (the “Notes” and, each series, a “series of Notes”), subject to the order of priority as set forth in the table below under “Acceptance Priority Level,” upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 30, 2026 (the “Offer to Purchase”), in order to accept all of the Notes that were validly tendered and not validly withdrawn at or prior to the Early Tender Deadline (as defined below). As a result of the reorganization transactions described in the Offer to Purchase, the Notes are fully and unconditionally guaranteed by ONEOK, as Parent Guarantor.
According to information received from D.F. King & Co., Inc., the Information and Tender Agent for the Tender Offers, as of 5:00 p.m., New York City time, on September 14, 2026 (the “Early Tender Deadline”), OpCo had received valid tenders from the registered holders (the “Holders”) of the Notes that were not validly withdrawn as set forth in the table below.
| Acceptance |
Title of Notes |
Principal Amount Outstanding (in millions) |
CUSIP Number |
Reference |
Fixed Spread (Basis Points) |
Aggregate Principal Amount Tendered at Early Tender Deadline |
||||||||||||
| 1 | 3.950% Senior Notes due 2050 | $ | 797 | 682680CA9 | 5.000% UST due May 15, 2056 | + 100 | $ | 368,067,000 | ||||||||||
| 2 | 4.200% Senior Notes due 2047 | $ | 500 | 682680BY8 | 5.125% UST due August 15, 2046 | + 95 | $ | 197,563,000 | ||||||||||
| 3 | 4.500% Senior Notes due 2050 | $ | 271 | 682680BC6 | 5.000% UST due May 15, 2056 | + 105 | $ | 100,821,000 | ||||||||||
| 4 | 4.200% Senior Notes due 2045 | $ | 250 | 682680BW2 | 5.125% UST due August 15, 2046 | + 100 | $ | 63,789,000 | ||||||||||
| 5 | 4.250% Senior Notes due 2046 | $ | 500 | 682680BX0 | 5.125% UST due August 15, 2046 | + 95 | $ | 203,342,000 | ||||||||||
| 6 | 4.450% Senior Notes due 2049 | $ | 380 | 682680AZ6 | 5.125% UST due August 15, 2046 | + 100 | $ | 85,954,000 | ||||||||||
| 7 | 4.200% Senior Notes due 2042 | $ | 250 | 682680BU6 | 5.125% UST due August 15, 2046 | + 95 | $ | 25,679,000 | ||||||||||
| 8 | 4.850% Senior Notes due 2049 | $ | 500 | 682680BZ5 | 5.125% UST due August 15, 2046 | + 100 | $ | 195,395,000 | ||||||||||
| 9 | 4.950% Senior Notes due 2047 | $ | 407 | 682680AT0 | 5.125% UST due August 15, 2046 | + 100 | $ | 158,978,000 | ||||||||||
| 10 | 5.050% Senior Notes due 2045 | $ | 413 | 682680CY7 | 5.125% UST due August 15, 2046 | + 95 | $ | 166,881,000 | ||||||||||
| 11 | 5.200% Senior Notes due 2048 | $ | 753 | 682680AV5 | 5.125% UST due August 15, 2046 | + 95 | $ | 369,646,000 | ||||||||||
| 12 | 5.150% Senior Notes due 2043 | $ | 550 | 682680BV4 | 5.125% UST due August 15, 2046 | + 90 | $ | 149,698,000 | ||||||||||
| 13 | 5.450% Senior Notes due 2047 | $ | 448 | 682680DA8 | 5.125% UST due August 15, 2046 | + 100 | $ | 296,908,000 | ||||||||||
| 14 | 5.700% Senior Notes due 2054 | $ | 1,480 | 682680CF8 | 5.000% UST due May 15, 2056 | + 110 | $ | 862,308,000 | ||||||||||
| 15 | 5.850% Senior Notes due 2064 | $ | 722 | 682680CG6 | 5.000% UST due May 15, 2056 | + 120 | $ | 345,431,000 | ||||||||||
| 16 | 5.600% Senior Notes due 2044 | $ | 340 | 682680CW1 | 5.125% UST due August 15, 2046 | + 100 | $ | 165,176,000 | ||||||||||
| 17 | 3.100% Senior Notes due 2030 | $ | 780 | 682680BB8 | 4.375% UST due August 31, 2031 | + 35 | $ | 472,793,000 | ||||||||||
| 18 | 3.250% Senior Notes due 2030 | $ | 500 | 682680BS1 | 4.375% UST due August 31, 2031 | + 35 | $ | 210,140,000 | ||||||||||
| 19 | 3.400% Senior Notes due 2029 | $ | 714 | 682680AY9 | 4.250% UST due August 15, 2029 | + 30 | $ | 421,157,000 | ||||||||||
| 20 | 5.050% Senior Notes due 2034 | $ | 1,600 | 682680CE1 | 4.625% UST due August 15, 2036 | + 75 | $ | 1,042,539,000 | ||||||||||
| (1) | Subject to the satisfaction or waiver of the conditions of the Tender Offers described in the Offer to Purchase, including the Aggregate Maximum Tender Amount and proration, the principal amount of each series of Notes accepted for purchase will be determined in accordance with the applicable Acceptance Priority Level specified in the table above (with 1 being the highest Acceptance Priority Level and 20 being the lowest Acceptance Priority Level). Notes tendered at or prior to the Early Tender Deadline will be accepted for purchase in priority to Notes tendered after the Early Tender Deadline, regardless of the Acceptance Priority Level of such later-tendered Notes, as described in the Offer to Purchase under “Description of the Offers—Aggregate Maximum Tender Amount; Acceptance Priority Levels; Proration.” |
The determination of the Early Tender Consideration (as defined in the Offer to Purchase) will occur at 9:00 a.m., New York City time, on September 15, 2026. The settlement date for the Notes that are validly tendered at or prior to the Early Tender Deadline is expected to be September 17, 2026.
Although the Tender Offers are scheduled to expire at 5:00 p.m., New York City time, on September 29, 2026, because the aggregate principal amount of all Notes validly tendered and not validly withdrawn by the Early Tender Deadline is equal to the Aggregate Maximum Tender Amount, OpCo does not expect to accept for purchase any tenders of Notes after the Early Tender Deadline. Any Notes tendered after the Early Tender Deadline will be promptly credited to the account of the Holders of such Notes maintained at the Depository Trust Company and otherwise returned in accordance with the Offer to Purchase.
Full details of the terms and conditions of the Tender Offers are described in the Offer to Purchase, which was sent by OpCo to Holders of the Notes. Holders of the Notes are encouraged to read the Offer to Purchase as it contains important information regarding the Tender Offers.
OpCo has retained Barclays Capital Inc. to serve as Dealer Manager for the Tender Offers. D.F. King & Co., Inc. has been retained to serve as the Information and Tender Agent for the Tender Offers. Questions regarding the Tender Offers may be directed to Barclays Capital Inc. at 745 Seventh Avenue, 5th Floor, New York, New York 10019, (800) 438-3242 (toll free) or (212) 528-7581 (collect). Requests for the Offer to Purchase may be directed to D.F. King & Co., Inc. at 28 Liberty Street, 53rd Floor, New York, New York 10005, (646) 690-9645 (for banks and brokers) or (800) 967-7510 (for all others), or by email ([email protected]). OpCo is making the Tender Offers only by, and pursuant to, the terms of the Offer to Purchase. None of OpCo, the Dealer Manager, or the Information and Tender Agent make any recommendation as to whether Holders should tender or refrain from tendering their Notes. Holders must consult their own investment and tax advisors and make their own decisions as to whether to tender their Notes and, if so, the principal amount of the Notes to tender. The Tender Offers are not being made to holders of the Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offers to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of OpCo by the Dealer Manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described above, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
At ONEOK (NYSE: OKE), we deliver energy products and services vital to an advancing world. We operate as a holding company, and our operations are conducted through OpCo and its subsidiaries. We are a leading midstream operator that provides gathering, processing, fractionation, transportation, storage and marine export services. Through our approximately 60,000-mile pipeline network, we transport the natural gas, natural gas liquids (NGLs), refined products and crude oil that help meet domestic and international energy demand, contribute to energy security and provide safe, reliable and responsible energy solutions needed today and into the future. As one of the largest integrated energy infrastructure companies in North America, ONEOK is delivering energy that makes a difference in the lives of people in the U.S. and around the world.
ONEOK is an S&P 500 company headquartered in Tulsa, Oklahoma.
This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included in this communication that address activities, events or developments that ONEOK expects, believes or anticipates will or may occur in the future are forward-looking statements.
These forward-looking statements include, but are not limited to, statements regarding timing and consummation of the purchase of the Notes, risks and uncertainties related to the satisfaction of the conditions related to the purchase of the Notes. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. These include the risk that changes in ONEOK’s capital structure could have adverse effects on the market value of its securities; the risk that ONEOK may be unable to reduce expenses or access financing or liquidity; risks related to the impact of any economic downturn and any substantial decline in commodity prices; risks related to ONEOK’s ability to effectively manage our expanded operations following closing of recent acquisitions and other important factors that could cause actual results to differ materially from those projected.
Forward-looking statements include the items identified in the preceding paragraph, the information concerning possible or assumed future results of our operations and other statements contained or incorporated in this news release identified by words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “intend,” “may,” “might,” “outlook,” “plan,” “potential,” “project,” “scheduled,” “should,” “will,” “would” and other words and terms of similar meaning.
One should not place undue reliance on forward-looking statements. Known and unknown risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements. Those factors may affect our operations, markets, products, services and prices. These and other risks are described in greater detail in Item 1A, Risk Factors, in our most recent Annual Report on Form 10-K and in the other filings that we make with the Securities and Exchange Commission (SEC), which are available on the SEC’s website at www.sec.gov. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. Any such forward-looking statement speaks only as of the date on which such statement is made, and, other than as required under securities laws, we undertake no obligation to update publicly any forward-looking statement whether as a result of new information, subsequent events or change in circumstances, expectations or otherwise.
Contacts:
Investor Relations:
Megan Patterson
918-561-5325
Media Relations:
Alicia Keenom
918-861-3749
Source: ONEOK, Inc.
Exhibit 99.2
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News |
Sept. 15, 2026
ONEOK Announces Pricing Terms of Cash Tender Offers
TULSA, Okla. – Sept. 15, 2026 – ONEOK, Inc. (NYSE: OKE) today announced the pricing terms of ONEOK, L.L.C.’s (“OpCo”) previously announced cash tender offers (the “Tender Offers”) to purchase up to an aggregate principal amount that will not result in an aggregate purchase price that exceeds $2 billion (subject to increase or decrease by OpCo, the “Aggregate Maximum Tender Amount”) of OpCo’s debt securities listed in the table below (the “Notes” and, each series, a “series of Notes”), subject to the order of priority as set forth in the table below under “Acceptance Priority Level,” upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 30, 2026 (the “Offer to Purchase”), in order to accept all of the Notes that were validly tendered and not validly withdrawn at or prior to the Early Tender Deadline (as defined below). As a result of the reorganization transactions described in the Offer to Purchase, the Notes are fully and unconditionally guaranteed by ONEOK, as Parent Guarantor.
The “Early Tender Consideration” for each $1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Tender Offers was determined by reference to the applicable Fixed Spread specified for that series over the Reference Yield based on the bid side price of the applicable Reference Security, in each case set forth in the table below, and is payable to the registered holders (“Holders”) of the Notes who validly tendered and did not validly withdraw their Notes at or before the Early Tender Deadline and whose Notes are accepted for purchase by OpCo. The applicable Reference Yields listed in the table were determined at 9:00 a.m., New York City time, today, September 15, 2026, by the Dealer Manager (as defined below). The “Tender Offer Consideration” for each $1,000 principal amount of Notes validly tendered after the Early Tender Deadline but at or before 5:00 p.m., New York City time, on September 29, 2026, unless extended or earlier terminated by us (such time, the “Expiration Time”), and accepted for purchase is the applicable Early Tender Consideration minus $50, which is the Early Tender Premium. In addition, each Holder will receive accrued and unpaid on such $1,000 principal amount of Notes validly tendered and accepted for purchase from the last interest payment date to, but not including, the Early Settlement Date.
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ONEOK Announces Pricing Terms of Cash Tender Offers
Sept. 15, 2026
Page 2
The following table sets forth certain information regarding the Notes and the Tender Offers:
| Acceptance |
Title of |
Principal Amount Outstanding (in millions) |
CUSIP Number |
Par Call Date(2) |
Reference U.S. Treasury |
Reference Yield |
Fixed Spread (Basis Points) |
Early Tender Consideration(3) |
Aggregate Principal Amount Tendered(4) |
Aggregate Principal Amount Expected to be Accepted for Purchase |
||||||||||||||||||||||
| 1 | 3.950% Senior Notes due 2050 |
$ | 797 | 682680CA 9 |
September 1, 2049 |
5.000% UST due May 15, 2056 |
5.369 | % | + 100 | $ | 707.44 | $ | 368,067,000 | $ | 368,067,000 | |||||||||||||||||
| 2 | 4.200% Senior Notes due 2047 |
$ | 500 | 682680BY 8 |
April 3, 2047 |
5.125% UST due August 15, 2046 |
5.403 | % | + 95 | $ | 751.96 | $ | 197,563,000 | $ | 197,563,000 | |||||||||||||||||
| 3 | 4.500% Senior Notes due 2050 |
$ | 271 | 682680BC 6 |
September 15, 2049 |
5.000% UST due May 15, 2056 |
5.369 | % | + 105 | $ | 768.79 | $ | 100,821,000 | $ | 100,821,000 | |||||||||||||||||
| 4 | 4.200% Senior Notes due 2045 |
$ | 250 | 682680BW 2 |
September 15, 2044 |
5.125% UST due August 15, 2046 |
5.403 | % | + 100 | $ | 763.19 | $ | 63,789,000 | $ | 63,789,000 | |||||||||||||||||
| 5 | 4.250% Senior Notes due 2046 |
$ | 500 | 682680BX 0 |
March 15, 2046 |
5.125% UST due August 15, 2046 |
5.403 | % | + 95 | $ | 763.77 | $ | 203,342,000 | $ | 203,342,000 | |||||||||||||||||
| 6 | 4.450% Senior Notes due 2049 |
$ | 380 | 682680AZ 6 |
March 1, 2049 |
5.125% UST due August 15, 2046 |
5.403 | % | + 100 | $ | 766.73 | $ | 85,954,000 | $ | 85,954,000 | |||||||||||||||||
| 7 | 4.200% Senior Notes due 2042 |
$ | 250 | 682680BU 6 |
June 1, 2042 |
5.125% UST due August 15, 2046 |
5.403 | % | + 95 | $ | 784.02 | $ | 25,679,000 | $ | 25,679,000 | |||||||||||||||||
| 8 | 4.850% Senior Notes due 2049 |
$ | 500 | 682680BZ 5 |
August 1, 2048 |
5.125% UST due August 15, 2046 |
5.403 | % | + 100 | $ | 816.60 | $ | 195,395,000 | $ | 195,395,000 | |||||||||||||||||
| 9 | 4.950% Senior Notes due 2047 |
$ | 407 | 682680AT 0 |
January 13, 2047 |
5.125% UST due August 15, 2046 |
5.403 | % | + 100 | $ | 834.07 | $ | 158,978,000 | $ | 158,978,000 | |||||||||||||||||
| 10 | 5.050% Senior Notes due 2045 |
$ | 413 | 682680CY 7 |
October 1, 2044 |
5.125% UST due August 15, 2046 |
5.403 | % | + 95 | $ | 859.20 | $ | 166,881,000 | $ | 166,881,000 | |||||||||||||||||
| 11 | 5.200% Senior Notes due 2048 |
$ | 753 | 682680AV 5 |
January 15, 2048 |
5.125% UST due August 15, 2046 |
5.403 | % | + 95 | $ | 864.76 | $ | 369,646,000 | $ | 369,646,000 | |||||||||||||||||
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ONEOK Announces Pricing Terms of Cash Tender Offers
Sept. 15, 2026
Page 3
| Acceptance |
Title of |
Principal Amount Outstanding (in millions) |
CUSIP Number |
Par Call Date(2) |
Reference U.S. Treasury |
Reference Yield |
Fixed Spread (Basis Points) |
Early Tender Consideration(3) |
Aggregate Principal Amount Tendered(4) |
Aggregate Principal Amount Expected to be Accepted for Purchase |
||||||||||||||||||||||
| 12 | 5.150% Senior Notes due 2043 |
$ | 550 | 682680BV 4 |
April 15, 2043 |
5.125% UST due August 15, 2046 |
5.403 | % | + 90 | $ | 880.41 | $ | 149,698,000 | $ | 149,698,000 | |||||||||||||||||
| 13 | 5.450% Senior Notes due 2047 |
$ | 448 | 682680DA 8 |
December 1, 2046 |
5.125% UST due August 15, 2046 |
5.403 | % | + 100 | $ | 891.42 | $ | 296,908,000 | $ | 296,908,000 | |||||||||||||||||
| 14 | 5.700% Senior Notes due 2054 |
$ | 1,480 | 682680CF 8 |
May 1, 2054 |
5.000% UST due May 15, 2056 |
5.369 | % | + 110 | $ | 900.88 | $ | 862,308,000 | $ | 79,760,00 0 | |||||||||||||||||
| 15 | 5.850% Senior Notes due 2064 |
$ | 722 | 682680CG 6 |
May 1, 2064 |
5.000% UST due May 15, 2056 |
5.369 | % | + 120 | $ | 899.77 | $ | 345,431,000 | $ | 0 | |||||||||||||||||
| 16 | 5.600% Senior Notes due 2044 |
$ | 340 | 682680CW 1 |
October 1, 2043 |
5.125% UST due August 15, 2046 |
5.403 | % | + 100 | $ | 916.08 | $ | 165,176,000 | $ | 0 | |||||||||||||||||
| 17 | 3.100% Senior Notes due 2030 |
$ | 780 | 682680BB 8 |
December 15, 2029 |
4.375% UST due August 31, 2031 |
4.819 | % | + 35 | $ | 934.62 | $ | 472,793,000 | $ | 0 | |||||||||||||||||
| 18 | 3.250% Senior Notes due 2030 |
$ | 500 | 682680BS 1 |
March 1, 2030 |
4.375% UST due August 31, 2031 |
4.819 | % | + 35 | $ | 935.98 | $ | 210,140,000 | $ | 0 | |||||||||||||||||
| 19 | 3.400% Senior Notes due 2029 |
$ | 714 | 682680AY 9 |
June 1, 2029 |
4.250% UST due August 15, 2029 |
4.742 | % | + 30 | $ | 955.41 | $ | 421,157,000 | $ | 0 | |||||||||||||||||
| 20 | 5.050% Senior Notes due 2034 |
$ | 1,600 | 682680CE 1 |
August 1, 2034 |
4.625% UST due August 15, 2036 |
4.996 | % | + 75 | $ | 955.26 | $ | 1,042,539,000 | $ | 0 | |||||||||||||||||
| (1) | Subject to the satisfaction or waiver of the conditions of the Tender Offers described in the Offer to Purchase, including the Aggregate Maximum Tender Amount and proration, the principal amount of each series of Notes accepted for purchase will be determined in accordance with the applicable Acceptance Priority Level specified in the table above (with 1 being the highest Acceptance Priority Level and 20 being the lowest Acceptance Priority Level). Notes tendered at or prior to the Early Tender Deadline will be accepted for purchase in priority to Notes tendered after the Early Tender Deadline, regardless of the Acceptance Priority Level of such later-tendered Notes, as described in the Offer to Purchase under “Description of the Offers—Aggregate Maximum Tender Amount; Acceptance Priority Levels; Proration.” |
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ONEOK Announces Pricing Terms of Cash Tender Offers
Sept. 15, 2026
Page 4
| (2) | For each series of Notes in respect of which a par call date is indicated, the calculation of the applicable Early Tender Consideration (as defined below) will be performed taking into account such par call date. See Annex A to the Offer to Purchase for an overview of the calculation of the Early Tender Consideration (including the par call detail) with respect to the Notes. |
| (3) | The Early Tender Consideration for each series of Notes payable per each $1,000 principal amount will be based on the fixed spread specified in the table above (the “Fixed Spread”) for such series of Notes, plus the yield of the specified Reference Security for that series as quoted on the Bloomberg reference page specified in the table above as of 9:00 a.m., New York City time, on the business day following the Early Tender Deadline, unless extended (such date and time, as the same may be extended, the “Price Determination Date”). Notes validly tendered at or prior to the Early Tender Deadline (and not validly withdrawn) and accepted for purchase will receive the applicable Early Tender Consideration. Notes tendered after the Early Tender Deadline but at or prior to the Expiration Time and accepted for purchase will receive the applicable Early Tender Consideration minus the applicable Early Tender Premium. The applicable Accrued Coupon Payment (as defined in the Offer to Purchase) will be payable in cash in addition to the applicable Early Tender Consideration or Tender Offer Consideration, as applicable. |
| (4) | At the Early Tender Deadline. |
All conditions of the Tender Offers were deemed satisfied by OpCo, or timely waived by OpCo. Accordingly, OpCo expects to accept for purchase, and pay for, $2 billion aggregate principal amount of Notes validly tendered (and not validly withdrawn) on the Early Settlement Date (as defined in the Offer to Purchase), which is expected to occur on September 17, 2026. All payments for Notes purchased in connection with the Early Tender Deadline will also include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Notes up to, but not including, the Early Settlement Date for such Notes accepted for purchase.
Although the Tender Offers are scheduled to expire at 5:00 p.m., New York City time, on September 29, 2026, because the aggregate principal amount of all Notes validly tendered and not validly withdrawn by the Early Tender Deadline is equal to the Aggregate Maximum Tender Amount, OpCo does not expect to accept for purchase any tenders of Notes after the Early Tender Deadline. Any Notes tendered after the Early Tender Deadline will be promptly credited to the account of the Holders of such Notes maintained at the Depository Trust Company and otherwise returned in accordance with the Offer to Purchase.
Full details of the terms and conditions of the Tender Offers are described in the Offer to Purchase, which was sent by OpCo to Holders of the Notes. Holders of the Notes are encouraged to read the Offer to Purchase as it contains important information regarding the Tender Offers.
OpCo has retained Barclays Capital Inc. to serve as Dealer Manager for the Tender Offers. D.F. King & Co., Inc. has been retained to serve as the Information and Tender Agent for the Tender Offers. Questions regarding the Tender Offers may be directed to Barclays Capital Inc. at 745 Seventh Avenue, 5th Floor, New York, New York 10019, (800) 438-3242 (toll free) or (212) 528-7581 (collect). Requests for the Offer to Purchase may be directed to D.F. King & Co., Inc. at 28 Liberty Street, 53rd Floor, New
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ONEOK Announces Pricing Terms of Cash Tender Offers
Sept. 15, 2026
Page 5
York, New York 10005, (646) 690-9645 (for banks and brokers) or (800) 967-7510 (for all others), or by email ([email protected]). OpCo is making the Tender Offers only by, and pursuant to, the terms of the Offer to Purchase. None of OpCo, the Dealer Manager, or the Information and Tender Agent make any recommendation as to whether Holders should tender or refrain from tendering their Notes. Holders must consult their own investment and tax advisors and make their own decisions as to whether to tender their Notes and, if so, the principal amount of the Notes to tender. The Tender Offers are not being made to holders of the Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offers to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of OpCo by the Dealer Manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described above, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
At ONEOK (NYSE: OKE), we deliver energy products and services vital to an advancing world. We operate as a holding company, and our operations are conducted through OpCo and its subsidiaries. We are a leading midstream operator that provides gathering, processing, fractionation, transportation, storage and marine export services. Through our approximately 60,000-mile pipeline network, we transport the natural gas, natural gas liquids (NGLs), refined products and crude oil that help meet domestic and international energy demand, contribute to energy security and provide safe, reliable and responsible energy solutions needed today and into the future. As one of the largest integrated energy infrastructure companies in North America, ONEOK is delivering energy that makes a difference in the lives of people in the U.S. and around the world.
ONEOK is an S&P 500 company headquartered in Tulsa, Oklahoma.
This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included in this communication that address activities, events or developments that ONEOK expects, believes or anticipates will or may occur in the future are forward-looking statements.
These forward-looking statements include, but are not limited to, statements regarding timing and consummation of the purchase of the Notes, risks and uncertainties related to the satisfaction of the conditions related to the purchase of the Notes. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. These include the risk that changes in ONEOK’s capital structure could have adverse effects on the market value of its securities; the risk that ONEOK may be unable to reduce expenses or access financing or liquidity; risks related to the impact of any economic downturn and any substantial decline in commodity prices; risks related to ONEOK’s ability to effectively manage our expanded operations following closing of recent acquisitions and other important factors that could cause actual results to differ materially from those projected.
Forward-looking statements include the items identified in the preceding paragraph, the information concerning possible or assumed future results of our operations and other statements contained or incorporated in this news release identified by words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “intend,” “may,” “might,” “outlook,” “plan,” “potential,” “project,” “scheduled,” “should,” “will,” “would” and other words and terms of similar meaning.
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ONEOK Announces Pricing Terms of Cash Tender Offers
Sept. 15, 2026
Page 5
One should not place undue reliance on forward-looking statements. Known and unknown risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements. Those factors may affect our operations, markets, products, services and prices. These and other risks are described in greater detail in Item 1A, Risk Factors, in our most recent Annual Report on Form 10-K and in the other filings that we make with the Securities and Exchange Commission (SEC), which are available on the SEC’s website at www.sec.gov. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. Any such forward-looking statement speaks only as of the date on which such statement is made, and, other than as required under securities laws, we undertake no obligation to update publicly any forward-looking statement whether as a result of new information, subsequent events or change in circumstances, expectations or otherwise.
Contacts:
Investor Relations:
Megan Patterson
918-561-5325
Media Relations:
Alicia Keenom
918-861-3749
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