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OKE 8-K filings, explained
Every material Form 8-K Oneok has filed with the SEC since February 20, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
ONEOK reported higher third-quarter 2026 results, featuring net income attributable to the company of $1.35 billion and adjusted EBITDA of $2.24 billion, supported by record volumes in the Permian Basin. Driven by this strong performance, management increased its full-year 2026 financial guidance, raising net income to a midpoint of $4.18 billion and adjusted EBITDA to a midpoint of $8.55 billion. Shareholders also benefit from a quarterly dividend of $1.07 per share declared in October 2026.
Net income attributable to ONEOK reached $1.35 billion, or $2.13 per diluted share, for the quarter ended September 30, 2026.
Adjusted EBITDA for the third quarter rose 6% to $2.24 billion compared with the same period in 2025.
Full-year 2026 net income guidance was increased to a midpoint of $4.18 billion, and adjusted EBITDA guidance was raised to a midpoint of $8.55 billion.
The company declared a quarterly dividend of $1.07 per share in October 2026.
ONEOK, L.L.C. (OpCo) said holders validly tendered enough notes by the September 14, 2026 early deadline to reach its $2 billion maximum, and it expects to accept and pay for $2 billion of principal on September 17, 2026. Notes in series 15 through 20 will not be purchased, and OpCo does not expect to accept tenders made after the early deadline. The filing also amends a $1 billion equity distribution agreement to reflect the company's post-reorganization structure, which is an administrative update to the existing share sale program.
OpCo expects to accept $2 billion aggregate principal amount of notes, with settlement expected September 17, 2026
Early Tender Consideration per $1,000 principal ranged from $707.44 (3.950% notes due 2050) to $955.41 (3.400% notes due 2029); late tenders receive $50 less
Series 14 (5.700% notes due 2054) was partially accepted, with $79.76 million of $862.3 million tendered; series 15 through 20 receive no acceptances
Amendment No. 1 dated September 15, 2026 updates the $1 billion equity distribution agreement with BofA Securities and ONEOK assumed Legacy ONEOK's obligations
ONEOK agreed to acquire Brazos Midstream's Permian Midland Basin assets for $4.425 billion in cash and signed a contribution agreement with an Apollo affiliate for a $9 billion minority equity investment. ONEOK says the deal reduces debt by about $5 billion and lowers expected pro forma 2027 leverage to about 3.25 times debt-to-EBITDA, but the Apollo investment carries a Class B return and distribution rights that will affect cash flow available to common shareholders.
Brazos Midland acquisition for $4.425 billion in cash, expected to close in the fourth quarter of 2026, subject to Hart-Scott-Rodino clearance.
Apollo investment of $9 billion for a Class B interest in ONEOK Holdings, with a 7.0% IRR cap for the first nine years; expected to close in the first half of September 2026.
About $5 billion of debt to be extinguished, with a tender offer capped at $2 billion, an early tender deadline of September 14, 2026 and an expiration of September 29, 2026.
ONEOK reported second-quarter 2026 net income of $967 million, up 13% from a year earlier, and diluted earnings of $1.53 per share, up from $1.34. The company also increased its 2026 guidance for net income, earnings per share and adjusted EBITDA, its second guidance increase this year.
Q2 2026 adjusted EBITDA was $2.12 billion, up 7% from $1.98 billion in Q2 2025.
2026 net income guidance was raised to a range of $3.41 billion to $3.79 billion; adjusted EBITDA guidance to $8.2 billion to $8.5 billion.
Diluted EPS guidance midpoint was raised to $5.68; 2026 capital expenditure guidance of about $2.7 billion to $3.2 billion was unchanged.
In July 2026 the company declared a quarterly dividend of $1.07 per share, or $4.28 annualized.
ONEOK reported first-quarter 2026 net income of $776 million, up 12% from a year earlier, and diluted earnings of $1.23 per share. The company also raised its 2026 guidance, with adjusted EBITDA now expected between $8.0 billion and $8.5 billion, which matters to shareholders because it signals higher expected earnings for the year.
Q1 2026 net income rose 12% to $776 million; diluted EPS was $1.23, versus $1.04 a year earlier
Q1 2026 adjusted EBITDA rose 13% to $2.0 billion
2026 net income guidance raised to a range of $3.21 billion to $3.79 billion; adjusted EBITDA guidance raised to $8.0 billion to $8.5 billion
Q1 2026 results include a $60 million noncash impairment of a joint-venture investment, or 7 cents per diluted share
ONEOK said directors Pattye L. Moore and Gerald B. Smith will not stand for re-election, and both terms end at the 2026 annual meeting on May 20, 2026. Moore chose to retire, and Smith is retiring under the company's mandatory director retirement age policy. The filing says neither decision reflects a disagreement with ONEOK, and it contains no financial results.
Pattye L. Moore, a director since 2002, informed the board on March 20, 2026, of her decision to retire.
Gerald B. Smith, a director since 2020, is retiring under the company's age policy, which requires retirement no later than the annual meeting following a director's 75th birthday.
Both directors' terms are scheduled to expire at the annual meeting on May 20, 2026.
ONEOK reported full-year 2025 net income attributable to ONEOK of $3.39 billion, up 12%, and adjusted EBITDA of $8.02 billion, up 18%. The company also issued 2026 guidance with a diluted EPS midpoint of $5.45, compared with $5.42 for 2025, and fourth-quarter 2025 net income slipped to $978 million from $1.00 billion.
Full-year 2025 diluted EPS was $5.42, versus $5.17 in 2024; fourth-quarter diluted EPS was $1.55, versus $1.57 a year earlier.
2026 guidance midpoints: net income $3.45 billion, diluted EPS $5.45 (range $5.04 to $5.87) and adjusted EBITDA $8.1 billion.
Total 2026 capital expenditures are expected to range from $2.7 billion to $3.2 billion.
In January 2026, ONEOK raised its quarterly dividend 4% to $1.07 per share.
ONEOK's board elected two independent directors, Mark A. McCollum and Precious Williams Owodunni, effective January 23, 2026, and increased the board from 10 to 12 members. The filing describes their backgrounds and committee assignments and does not report any financial results or changes to company operations.
Board elected McCollum and Owodunni on January 21, 2026, effective January 23, 2026; board size increased from 10 to 12 directors
McCollum, 66, is retired president and CEO of Weatherford International and previously served as CFO of Halliburton
Owodunni, 50, is CEO of Mountaintop Consulting and previously a vice president at Goldman Sachs & Co.
McCollum joins the Audit and Corporate Governance committees; Owodunni joins the Executive Compensation and Corporate Governance committees
ONEOK reported third quarter 2025 net income of $940 million, or $1.49 per diluted share, up from $693 million, or $1.18 per share, a year earlier. Adjusted EBITDA rose to $2.12 billion from $1.545 billion, driven mainly by the EnLink and Medallion acquisitions and higher volumes. The company affirmed its full-year 2025 net income and adjusted EBITDA guidance ranges.
Q3 2025 net income of $940 million ($1.49 per diluted share) versus $693 million ($1.18) in Q3 2024
Q3 2025 adjusted EBITDA of $2.12 billion, including $7 million of transaction costs, versus $1.545 billion a year earlier
Full-year 2025 net income and adjusted EBITDA guidance ranges affirmed, not changed
Quarterly dividend of $1.03 per share declared in October 2025; $1.2 billion of cash and cash equivalents at Sept. 30, 2025
ONEOK completed an underwritten public offering of $3.0 billion in senior notes due 2032, 2035 and 2055, with net proceeds of approximately $2.959 billion. The company plans to use the proceeds mainly to repay all outstanding commercial paper and its senior notes due September 15, 2025, which refinances near-term debt rather than adding a stated new use for shareholders.
Notes issued August 12, 2025: $750 million of 4.950% notes due 2032, $1.0 billion of 5.400% notes due 2035, and $1.25 billion of 6.250% notes due 2055
Net proceeds of approximately $2.959 billion after underwriting discounts and estimated offering expenses
Proceeds intended to repay all outstanding commercial paper and senior notes due September 15, 2025, with any remaining amount for general corporate purposes
Notes are guaranteed by ONEOK Partners, Magellan Midstream Partners, EnLink Midstream Partners and other subsidiaries
ONEOK priced a $3.0 billion offering of senior notes in three tranches maturing in 2032, 2035 and 2055, with an expected net close of about $2.96 billion on or about August 12, 2025. The company plans to use the proceeds to repay all outstanding commercial paper and its senior notes due September 15, 2025, with any remaining funds for general corporate purposes, which may include debt repurchases or redemptions.
$750 million of 4.950% notes due 2032, $1.0 billion of 5.400% notes due 2035, and $1.25 billion of 6.250% notes due 2055
Expected net proceeds of about $2.96 billion, with closing expected on or about August 12, 2025
Proceeds to repay all outstanding commercial paper and senior notes due September 15, 2025, at maturity
ONEOK reported second quarter 2025 net income attributable to ONEOK of $841 million, up from $780 million a year earlier, and diluted earnings of $1.34 per share, compared with $1.33. The company affirmed its full-year 2025 financial guidance ranges, and results were driven mainly by the EnLink and Medallion acquisitions. Shareholders get a higher quarterly profit, but the quarter included $22 million of pretax transaction costs, mostly tied to the EnLink acquisition.
Net income attributable to ONEOK was $841 million for the quarter ended June 30, 2025, versus $780 million in the same period of 2024.
Diluted earnings per share were $1.34, versus $1.33 a year earlier.
Adjusted EBITDA was $1.98 billion, versus $1.62 billion a year earlier; the figure includes $21 million of transaction costs.
ONEOK affirmed its full-year 2025 financial guidance ranges and will hold an earnings conference call on Aug. 5, 2025, at 11 a.m. Eastern.
At its May 21, 2025 annual meeting, ONEOK shareholders approved a new 2025 Equity Incentive Plan and a 2025 Employee Stock Award Program, both previously approved by the board on February 19, 2025. The filing also reports that all ten director nominees were elected and that shareholders ratified PricewaterhouseCoopers LLP as auditor and approved executive pay on an advisory basis.
The 2025 Equity Incentive Plan authorizes up to 16,870,000 new shares plus 2,278,971 shares carried over from the 2018 plan, which will no longer be granted.
The 2025 Employee Stock Award Program authorizes 700,000 shares, with eligible U.S. employees receiving one share at share price benchmarks set by the program.
Shareholders approved the advisory say-on-pay vote with about 422.8 million votes for and about 27.4 million against.
All ten director nominees were elected to one-year terms expiring at the 2026 annual meeting.
ONEOK reported first quarter 2025 net income attributable to ONEOK of $636 million, or $1.04 per diluted share, down from $639 million, or $1.09, a year earlier. Adjusted EBITDA rose to $1.78 billion from $1.44 billion, helped by the EnLink acquisition, and the company affirmed its full-year 2025 financial guidance. Shareholders get higher operating scale but slightly lower per-share earnings this quarter, with transaction costs from the EnLink deal weighing on results.
Net income attributable to ONEOK was $636 million, or $1.04 per diluted share, versus $639 million, or $1.09, in Q1 2024.
Adjusted EBITDA was $1.78 billion versus $1.44 billion; total revenues were $8.04 billion versus $4.78 billion.
EnLink acquisition closed Jan. 31, 2025; $42 million of related transaction costs reduced diluted EPS by 5 cents.
Company affirmed full-year 2025 financial guidance and declared a quarterly dividend of $1.03 per share in April 2025.
ONEOK reported fourth-quarter 2024 net income attributable to ONEOK of $923 million, or $1.57 per diluted share, up from $688 million, or $1.18 per share, a year earlier, and revenue rose to $7.0 billion from $5.2 billion. Full-year diluted earnings per share fell to $5.17 from $5.48, which the company's 2023 comparison base includes a one-time insurance settlement gain, while full-year adjusted EBITDA rose to $6.78 billion from $5.24 billion.
Fourth-quarter adjusted EBITDA was $2.17 billion, up from $1.51 billion in the fourth quarter of 2023.
Full-year diluted EPS was $5.17, versus $5.48 in 2023, which included a $633 million benefit related to the Medford incident.
In January 2025, the quarterly dividend was raised 4% to $1.03 per share.
As of Feb. 17, 2025, ONEOK had repurchased 1.675 million shares for $171.7 million under its $2 billion repurchase program.
ONEOK entered a second amended and restated credit agreement on February 14, 2025, with Citibank as administrative agent. The $3.5 billion unsecured revolving facility replaces the prior $2.5 billion facility and extends maturity from June 2028 to February 2030. Subsidiaries ONEOK Partners, Magellan, and EnLink guaranteed the obligations, which matters to shareholders because it expands the company's committed borrowing capacity and extends its debt maturity profile.
Facility size increased from $2.5 billion to $3.5 billion; ONEOK may request up to an additional $1.0 billion in commitments.
Maturity extended from June 2028 to February 2030, with the term running five years from the February 14, 2025 closing date.
Covenant requires a net leverage ratio not to exceed 5.00:1.00, stepping up to 5.50:1.00 for two fiscal quarters after an acquisition over $25 million.
Guarantors include ONEOK Partners, L.P., ONEOK Partners Intermediate Limited Partnership, Magellan Midstream Partners, L.P., and EnLink Midstream Partners, LP, all wholly owned subsidiaries.
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