8-KMaterial AgreementsRegulation FDExhibits & Filings

ONEOK INC /NEW/ 8-K Report, Material Agreement (Sep 15, 2026)

Filed September 15, 2026For Securities:OKE

Summary

ONEOK, Inc. (OKE) has filed an 8-K report detailing two key updates for investors. Firstly, the company has entered into Amendment No. 1 to its Equity Distribution Agreement, solidifying its ability to offer and sell up to $1 billion of its common stock through BofA Securities, Inc. This amendment primarily serves to update defined terms and reflect the corporate structure following recent reorganization transactions, with ONEOK, Inc. officially assuming its predecessor's obligations under the agreement and shelf registration statement. Secondly, the filing includes press releases announcing the early results and pricing of ONEOK's cash tender offer for its outstanding debt securities. While the specific details of the tender offer results and pricing are contained within these furnished press releases (and not fully detailed in the 8-K text itself), these announcements signal active management of the company's debt profile. Investors should note that the debt tender offer information is furnished and not deemed 'filed' for regulatory liability purposes, nor will it be incorporated into other registration statements.

Key Highlights

  • 1ONEOK, Inc. has amended its Equity Distribution Agreement to allow for the potential sale of up to $1 billion of common stock.
  • 2The Equity Distribution Agreement is managed by BofA Securities, Inc. and involves Bank of America, N.A. as a forward purchaser.
  • 3Amendment No. 1 updates the agreement to reflect post-reorganization corporate structure, with ONEOK, Inc. assuming all obligations.
  • 4The company also announced via press release the early results and pricing of its cash tender offer for outstanding debt securities.
  • 5The debt tender offer pertains to specific series of debt securities outlined in an Offer to Purchase dated August 30, 2026.
  • 6These announcements suggest active capital markets engagement and debt management by ONEOK.
  • 7The debt tender offer information is furnished under Regulation FD and not considered 'filed'.

Frequently Asked Questions

Amendment No. 1 to the Equity Distribution Agreement primarily serves to update defined terms and certain other references to reflect the corporate structure following a series of reorganization transactions. This ensures the agreement accurately reflects ONEOK, Inc. as the successor issuer, assuming all obligations from its predecessor.

ONEOK, Inc. has the ability to offer and sell up to $1,000,000,000 (one billion dollars) aggregate offering price of its common stock under the terms of the Equity Distribution Agreement.

The announcements regarding the cash tender offer for outstanding debt securities indicate that ONEOK is actively managing its debt structure. The early results and pricing information suggest the company is progressing with its plans to potentially retire or refinance existing debt.

The detailed early results and pricing of the cash tender offer are provided in two separate press releases furnished as Exhibits 99.1 and 99.2 to this Form 8-K filing. Investors should refer to these press releases for specific information.