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ONEOK INC /NEW/ 8-K Report, Regulation FD Disclosure (Feb 25, 2025)

Reports
Regulation FD·Exhibits & Filings
Filing Date
Filed February 25, 2025
Period End
February 24, 2025
Security
OKE
In the record · 2016–202610-K1110-Q328-K365

OKE filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 365 current reports (8-K) between 2016 and 2026.

  1. Deal closed8-K · Jul ’17Jul ’17
  2. Leadership change8-K · Feb ’19Feb ’19
  3. Material agreement8-K · Jun ’22Jun ’22
  4. Material agreement8-K · Sep ’26Sep ’26

Summary

Summary of the 8-K filed February 25, 2025. Cited figures are marked; the original filing is the authoritative source.

ONEOK, Inc. (NYSE: OKE) furnished an 8-K on February 25, 2025 (Item 7.01, Regulation FD) attaching its February 24, 2025 news release.

The release sets 2025 financial guidance and provides a 2026 growth outlook. Guidance midpoints call for net income including noncontrolling interests of $3.45 billiona (up 11% year over year), diluted EPS of $5.37 (up 8%, excluding 2024 one-time items), and adjusted EBITDA of $8.225 billion (up 21%, excluding transaction costs). Total 2025 capital expenditures are expected at $2.8 billion to $3.2 billion.

Management attributes the growth mainly to volume growth, recently completed projects, a full year of earnings from recent acquisitions, and about $250 millionb of incremental commercial and cost synergies. The company expects 2026 EPS growth above 15% and adjusted EBITDA growth approaching 10%, both versus 2025 guidance midpoints. The outlook depends on a full-year contribution from the Elk Creek and West Texas NGL pipeline expansions, a partial-year benefit from the Denver-area refined products expansion, and continued realization of acquisition synergies.

The release also reiterates capital return targets: dividend growth of 3%c to 4% annually, combined dividends and buybacks of roughly 75% to 85% of forecast cash flow from operations after capex over the next three years, and a target debt-to-EBITDA of about 3.5x in 2026. For investors, the key points are that guidance is largely driven by volume growth and acquisitions that are already closed (EnLink closed January 31, 2025), and that the 2026 outlook is a forward-looking, non-GAAP-heavy projection subject to the risks listed in the release. The filing itself is a furnished, not filed, disclosure.

Key Highlights

  1. 2025 net income including noncontrolling interests guidance midpoint is $3.45 billion, up 11% year over year; net income attributable to ONEOK midpoint is $3.36 billion, mostly tied to the EnLink acquisition, which closed January 31, 2025.
  2. 2025 diluted EPS guidance midpoint is $5.37 (range $4.97 to $5.77), up 8% year over year excluding 2024 one-time items, including transaction costs and divestitures.
  3. 2025 adjusted EBITDA guidance is $8.0 billion to $8.45 billion (midpoint $8.225 billion), up 21% year over year excluding transaction costs.
  4. 2025 total capital expenditures are expected at $2.8 billion to $3.2 billion, including key projects such as the Medford fractionator rebuild, the Denver-area refined products expansion, a Permian gas processing plant relocation, and Texas City export terminal joint ventures.
  5. 2026 outlook calls for greater than 15% EPS growth and adjusted EBITDA growth approaching 10%, versus 2025 guidance midpoints, driven by volume growth, completed projects and synergies.
  6. Capital return framework: annual dividend growth of 3% to 4%, combined dividends and buybacks targeted at about 75% to 85% of forecast cash flow from operations after capex over the next three years, and a target debt-to-EBITDA of about 3.5x in 2026.
  7. Segment adjusted EBITDA guidance: Natural Gas Liquids $2.97 billion to $3.13 billion (largest segment), Refined Products and Crude $2.185 billion to $2.305 billion, Natural Gas Gathering and Processing $2.2 billion to $2.32 billion, Natural Gas Pipelines $655 million to $685 million.

Frequently Asked Questions

  1. What is ONEOK guiding for 2025 earnings and EBITDA?

    The midpoints are net income including noncontrolling interests of $3.45 billion (up 11%), diluted EPS of $5.37 (up 8% excluding 2024 one-time items), and adjusted EBITDA of $8.225 billion (up 21% excluding transaction costs). Ranges are $4.97 to $5.77 for EPS and $8.0 billion to $8.45 billion for adjusted EBITDA.

  2. What drives the growth in ONEOK's 2025 and 2026 outlook?

    2025 growth reflects a full year of earnings from recent acquisitions, volume growth from higher production (notably in the Rocky Mountain and Gulf Coast/Permian regions), completed projects, and fee-based earnings. The 2026 outlook adds a full-year benefit from the Elk Creek and West Texas NGL pipeline expansions, a partial-year benefit from the Denver-area refined products expansion, and continued acquisition synergies.

  3. How much capital is ONEOK planning to spend, and on what?

    Total 2025 capex is expected at $2.8 billion to $3.2 billion, split into roughly $2.325 billion to $2.675 billion of growth capital and $475 million to $525 million of maintenance capital. Major projects include the Medford fractionator rebuild, the Denver-area refined products expansion, relocating a natural gas processing plant from North Texas to the Permian Basin, and the Texas City export terminal joint ventures.

  4. How does ONEOK plan to return cash to shareholders?

    ONEOK targets annual dividend growth of 3% to 4%, and expects combined common dividends and share repurchases to trend toward 75% to 85% of forecast cash flow from operations after capex over the next three years. It also targets a debt-to-EBITDA ratio of about 3.5x in 2026.

  5. Is this guidance a filed financial statement, and what are the main risks?

    No. The information is furnished under Item 7.01 (Regulation FD) and is not deemed filed under Section 18 of the Exchange Act. The guidance is forward-looking and subject to risks in the release, including commodity price volatility, producer activity, interest rates, regulation, operational hazards, cybersecurity, acquisition integration, and the realization of expected synergies. The release also uses non-GAAP adjusted EBITDA, and management did not provide a quantitative reconciliation of forward-looking adjusted EBITDA to GAAP measures.