ONEOK (OKE) 8-KONEOK Announces Closing of Controlling Interest in EnLink

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): October 15, 2024

ONEOK, Inc.

(Exact name of registrant as specified in its charter)

100 West Fifth Street; Tulsa, OK

(Address of principal executive offices)

74103

(Zip Code)

(918) 588-7000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On October 15, 2024, ONEOK, Inc., an Oklahoma corporation (“ONEOK”), issued a press release announcing the completion of the EnLink Transaction (as defined below). A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information disclosed in this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On October 15, 2024, pursuant to the Purchase Agreement, dated as of August 28, 2024 (the “Purchase Agreement”), by and among ONEOK, GIP III Stetson I, L.P., GIP III Stetson II, L.P. and EnLink Midstream Manager, LLC, a Delaware limited liability company (“Manager”), acting solely in its individual capacity and not in its capacity as managing member of EnLink Midstream, LLC, a Delaware limited liability company (“EnLink”), ONEOK completed the previously announced acquisition of (i) 200,340,753 common units representing limited liability company interests (“EnLink Units”) in EnLink, which constitute approximately 43.4% of the outstanding EnLink Units, and (ii) all of the outstanding limited liability company interest in Manager (such transactions, collectively, the “EnLink Transaction”). Total consideration for the EnLink Transaction was approximately $3.285 billion in cash.

The foregoing summary of the Purchase Agreement and the EnLink Transaction does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Purchase Agreement, which was filed as Exhibit 2.1 to ONEOK’s Current Report on Form 8-K, dated August 30, 2024, which is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.

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