OKE

• Adjusted EBITDA increased 7% to $2.12 billion, driven by record NGL raw feed throughput volumes and higher refined products and natural gas processing volumes.
• ONEOK raised its 2026 guidance: net income midpoint to $3.6 billion, EPS to $5.68, and adjusted EBITDA to $8.35 billion.
• The Greater Denver refined products pipeline expansion was mechanically completed in early August 2026.
• A quarterly dividend of $1.07 per share was declared in July 2026, annualized at $4.28 per share.

2.01 Completion of Acquisition or Disposition of Assets · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• At the May 20, 2026 annual meeting, ONEOK shareholders elected all 10 director nominees to one-year terms expiring at the 2027 annual meeting.
• Shareholders ratified PricewaterhouseCoopers LLP as independent auditor for fiscal year 2026, with 551,715,532 votes for and 6,330,042 against.
• A non-binding advisory resolution approving executive compensation passed with 428,986,336 votes for and 22,828,183 against.
• The results were reported under Item 5.07 as required for matters submitted to a shareholder vote.

5.07 Submission of Matters to a Vote of Security Holders

• Adjusted EBITDA increased 13% to $1.997 billion from $1.775 billion in Q1 2025.
• 2026 guidance raised: net income midpoint $3.5 billion, EPS midpoint $5.53, adjusted EBITDA midpoint $8.25 billion.
• NGL raw feed throughput volumes rose 15%, refined products volumes shipped up 12%, natural gas volumes processed up 5%.
• Q1 included a $60 million noncash impairment of a JV investment in Refined Products and Crude, reducing EPS by 7 cents.
• In April 2026, ONEOK redeemed $491 million of 4.85% senior notes and entered a $1.2 billion term loan agreement.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Pattye L. Moore informed ONEOK's board on March 20, 2026, that she will retire at the end of her current term and not stand for re-election at the 2026 annual meeting.
• Both directors' terms expire on May 20, 2026, the date of ONEOK's 2026 Annual Meeting of Shareholders.
• Neither departure results from any disagreement with ONEOK regarding operations, policies, or practices.
• Smith has served on the board since 2020; Moore has served since 2002.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• Full-year 2025 net income attributable to ONEOK was $3.39 billion, or $5.42 per diluted share, up 12% from 2024.
• Full-year 2025 adjusted EBITDA was $8.02 billion, up 18% from 2024, including $65 million of transaction costs.
• 2026 guidance: net income midpoint of $3.45 billion, diluted EPS midpoint of $5.45, adjusted EBITDA midpoint of $8.1 billion.
• 2026 capital expenditures expected between $2.7 billion and $3.2 billion; dividend increased 4% to $1.07 per share quarterly in January 2026.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Mark A. McCollum, 66, is the retired president and CEO of Weatherford International plc and former CFO of Halliburton Company.
• Precious Williams Owodunni, 50, is CEO of Mountaintop Consulting and former vice president at Goldman Sachs & Co.
• McCollum will serve on the Audit and Corporate Governance Committees; Owodunni on the Executive Compensation and Corporate Governance Committees.
• Each will receive the standard non-management director annual retainer, prorated from January 2026 through April 2026, and has entered into a customary indemnification agreement.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• Adjusted EBITDA for Q3 2025 was $2.12 billion, up from $1.545 billion in Q3 2024, including $7 million of transaction costs.
• Rocky Mountain region NGL raw feed throughput volumes increased 17% and Mid-Continent region volumes rose 6% year-over-year.
• ONEOK affirmed its full-year 2025 net income and adjusted EBITDA guidance ranges.
• In Q3 2025, ONEOK repurchased 611,237 shares for $45 million and declared a quarterly dividend of $1.03 per share.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Net proceeds of approximately $2.959 billion will repay all outstanding commercial paper and senior notes due September 15, 2025.
• Remaining proceeds may be used for general corporate purposes, including repurchase or redemption of existing notes.
• The notes are guaranteed by ONEOK Partners, Magellan Midstream Partners, EnLink Midstream Partners, and other subsidiaries.
• The offering was completed on August 12, 2025, under an existing Form S-3 registration statement.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits