DEF 14A of Oneok Inc /New/, Apr 1, 2026

DEF 14A of Oneok Inc /New/

Filed Apr 1, 2026 · FY20250001039684-26-000010

Open on EDGAR

  1. Corporate Governance Highlights

    Corporate Governance Highlights Our Board of Directors (the “Board”) and management are committed to maintaining strong corporate governance practices that promote and protect the long-term interests of our shareholders. Our corporate governance practices are designed not only to satisfy regulatory and stock exchange requirements, but also to provide for effective oversight and management of our company, and include:

  2. Corporate Governance Highlights

    | óIndependent Board Chair with robust duties óCurrently a twelve-member Board with diverse experience and expertise óEleven of twelve current directors are independent | óRegular executive sessions of independent directors at Board and committee meetings óCommitment to proactive Board refreshment with four new directors added in the last three years óAll Board committees are composed of independent directors |

  3. Corporate Governance Highlights

    | óDirectors are limited to two other public company directorships óAnnual Board and committee performance evaluations óNon-employee director stock ownership guidelines require at least 5x annual cash retainer óQuarterly committee oversight of cybersecurity resilience óSuccession planning for senior management | óRobust risk management framework with multiple layers of risk assessment and mitigation óBoard and committees regularly review sustainability practices óAnnual review of committee charters and Corporate Governance Guidelines |

  4. Corporate Governance Highlights

    | óOne class of outstanding shares with each share entitled to one vote óAnnual advisory approval of executive compensation | óShareholder proxy access right by eligible shareholders óMajority voting with director resignation policy for uncontested elections |

  5. Corporate Governance Highlights

    | ONEOK 2026 Proxy Statement | 9 |

  6. Corporate Governance Highlights

    Two of our current Board members, Gerald B. Smith and Pattye L. Moore, will not be standing for re-election at this annual meeting of shareholders. Ms. Moore, who has served as a director since 2002, has elected to retire at the end of her term, which will end immediately prior to the annual meeting. Mr. Smith, who has served as a director since 2020, will retire in accordance with our By-laws and Corporate Governance Guidelines providing that a director will retire from the Board no later than immediately prior to the annual meeting of shareholders following that director's 75th birthday. In addition, on January 21, 2026, our Board appointed Mark A. McCollum and Precious Williams Owodunni as directors effective January 23, 2026. Both new directors are independent and are being nominated for election at this annual meeting of shareholders. See pages 56 through 63 for more information on our nominees, including our first-time nominees, Mr. McCollum and Ms. Owodunni. Our Corporate Governance Committee regularly and actively evaluates the Board’s and each committee’s composition to help ensure that we maintain a cohesive Board with diverse experience, skills, expertise and tenure to meet the current needs of the company and its businesses. Our Board succession planning and refreshment practices are carried out through various thoughtful steps throughout the year. For example, among other things, our Corporate Governance Committee and Board:

  7. Corporate Governance Highlights

    | Regularly review the appropriate experience, skills, expertise and tenure for directors in the context of the current make-up of the Board and the needs of the company, | | | | | | Assess our current directors’ experience, skills, expertise, independence and tenure, and | | | | | | Consider the results of our Board and committee evaluation processes when evaluating Board and committee composition. | |

  8. Corporate Governance Highlights

    | The Corporate Governance Committee’s work on director succession and refreshment has resulted in four new directors being added to our Board since 2023. This intentional approach has resulted in a mix of experience, skills, expertise and tenure that promotes and supports the Company’s long-term growth strategy. |

  9. Corporate Governance Highlights

    | 10 | ONEOK 2026 Proxy Statement |

  10. Corporate Governance Highlights

    | | Risk Oversight by the Board, | | | including regular engagement with and updates by our chief executive officer (“Chief Executive Officer” or “CEO”), executive management and others and a comprehensive annual Enterprise Risk Management (“ERM”) process that encompasses the identification and assessment of a broad range of risks and the development of plans to mitigate these risks. Such risks generally relate to strategic, operational, financial, regulatory compliance, climate-related considerations, corporate sustainability, cybersecurity, artificial intelligence ("AI") and human capital management aspects of our business. Cybersecurity risks are communicated and discussed with our Board periodically in conjunction with our overall ERM program. Our Internal Audit group provides periodic updates to our Audit Committee on testing completed to meet the Transportation Security Administration ("TSA") requirements. As part of its oversight responsibilities, our Board also receives frequent updates from executive management on our company’s physical and cybersecurity efforts, including AI-related matters. | | | Corporate Sustainability Oversight by the Board, | | | including regular engagement with and updates by our CEO, executive management and others. óOur Board receives regular updates on corporate sustainability, including environmental, safety and health performance, community leadership and investment, and oversight of public policy engagement. óOur Board conducts a biannual examination of the company’s sustainability practices, performance, risks and opportunities. Such examinations have been incorporated into the company's Corporate Governance Committee Charter and take place at the Board’s May and July meetings. óIn 2025, these examinations covered topics such as environmental, safety and health performance, mechanical integrity, process safety, integration and continuous improvement plans, greenhouse gas (“GHG”) emission trends, GHG emissions reduction performance, new regulatory requirements and sustainability-related shareholder engagements. | | | Human Capital Management Oversight by the Board, | | | including regular engagement with and updates by our CEO, executive management and others. óOur Board conducts a biannual examination of the company’s human capital management practices, performance, risks and opportunities. Such examinations have been incorporated into the company's Executive Compensation Committee Charter and take place at the Board’s May and November meetings. óIn 2025, these examinations covered topics such as workforce inclusion, people, culture, talent recruitment, integration, engagement, development, succession, employee benefits, business resource groups, community, awards and recognition. | | | Lobbying and Political Activities Oversight, | | | including regular reviews conducted by our Board and Corporate Governance Committee. óOur oversight process facilitates accountability and transparency concerning our lobbying and political activities. óAs a company, we do not make corporate contributions to (i) political candidates, parties, committees or campaigns, or (ii) 501(c)(4) organizations formed for political purposes. |

  11. Corporate Governance Highlights

    | ONEOK 2026 Proxy Statement | 11 |

  12. Alignment of Executive Compensation and Performance

    * Long-Term Equity Award values do not include special restricted unit grants or sign-on grants. "2025 Long-Term Incentive Awards" beginning at page 85. Mr. Norton did not receive a special restricted unit award.

  13. Proposal 1 – Election of Directors

    Proposal 1 – Election of Directors Our By-laws provide for majority voting for directors in uncontested elections. We expect that the election of directors at our 2026 annual meeting will be uncontested. Under the majority voting standard, the election of directors is decided by the affirmative vote of a majority of the votes cast with respect to that nominee’s election by the shareholders present online or by proxy at the meeting and entitled to vote for the election of directors. In other words, to be elected a nominee must receive a number of “for” votes that exceeds the number of “against” votes cast with respect to that director’s election. Abstentions and broker non-votes, if any, do not count as “for” or “against” votes cast with respect to the election of directors. Under Oklahoma law, if an incumbent director who is a nominee does not receive, in an uncontested election, the requisite majority vote to be elected at an annual meeting, that director remains in office as a “holdover” director. However, our Corporate Governance Guidelines require that such a director must promptly, following certification of the shareholder vote, tender his or her resignation to our Board. The Board, excluding the director who tendered the resignation, will then evaluate the resignation in light of the best interests of our company and our shareholders in determining whether to accept or reject the resignation, or whether other action should be taken. In reaching its decision, the Board may consider any factors it deems relevant, including the director’s qualifications, the director’s past and expected future contributions to the company, the overall composition of the Board and whether accepting the tendered resignation would cause the company to fail to comply with any applicable rule or regulation (including NYSE listing requirements and the federal securities laws). The Board will act on the tendered resignation and publicly disclose its decision and rationale within 90 days following certification of the shareholder vote. Proposal 2 – Ratification of Selection of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the Year Ending December 31, 2026 In accordance with our By-laws, approval of Proposal 2 requires the affirmative vote of a majority of the voting power of the shareholders present online or by proxy and entitled to vote on the proposal at the meeting. Abstentions will have the same effect as votes against Proposal 2. If you do not provide voting instructions to your brokerage firm or similar person holding your shares, they will be permitted to vote your shares on Proposal 2 at their discretion.

  14. Proposal 1 – Election of Directors

    | ONEOK 2026 Proxy Statement | 23 |

  15. Board Refreshment

    Board Refreshment Two of our current Board members, Gerald B. Smith and Pattye L. Moore, will not be standing for re-election at this annual meeting of shareholders. Ms. Moore, who has served as a director since 2002, has elected to retire at the end of her term, which will end immediately prior to the annual meeting. Mr. Smith, who has served as a director since 2020, will retire in accordance with our By-laws and Corporate Governance Guidelines providing that a director will retire from the Board no later than immediately prior to the annual meeting of shareholders following that director's 75th birthday. In addition, on January 21, 2026, our Board appointed Mark A. McCollum and Precious Williams Owodunni as directors effective January 23, 2026. Both new directors are independent and are being nominated for election at this annual meeting of shareholders. See, pages 56 through 63 for more information on our nominees, including our first-time nominees, Mr. McCollum and Ms. Owodunni. The Corporate Governance Committee's work on director succession and refreshment have resulted in four new directors being added to the Board since 2023. Our Corporate Governance Committee regularly and actively evaluates the Board’s and each committee’s composition to help ensure that we maintain a cohesive Board with diverse experience, skills, expertise and tenure to meet the current needs of the company and its businesses. This intentional approach has resulted in a mix of experience, skills, expertise and tenure that promotes and supports the Company's long-term growth strategy.

  16. Director Compensation

    Director Compensation The Executive Compensation Committee reviews director compensation on an annual basis in consultation with Meridian Compensation Partners, the Committee’s independent compensation consultant. This review includes consideration of director compensation data compiled by Meridian Compensation Partners for the same peer group used to assess compensation for our executive officers in order to assess the competitive levels and types of compensation for our directors. We refer to this peer group as our “Energy Peers,” as discussed in further detail in the Compensation Discussion & Analysis. In addition to considering director compensation data compiled by Meridian Compensation Partners, the Committee also considers relevant factors, such as our company’s financial and operational performance, when reviewing director compensation. After completing its review, the Committee submits its recommendation for director compensation to the full Board for approval. Following its review in February 2025, the Committee recommended, and the full Board approved, that no changes be made to the compensation paid to our non-management directors for 2025. Accordingly, the amounts paid to our non-management directors and shown in the table below remain unchanged from 2024.

  17. Director Compensation

    | | Cash Retainer(1) | Stock Retainer(2) | Committee Chair Cash Retainers | | Board Chair Cash Retainer | Lead Director Cash Retainer | | May 2025 through April 2026 | $110,000 | $170,000 | Audit | $25,000 | $185,000 | $25,000 | | | | | Executive Compensation | $20,000 | | | | | | | Corporate Governance | $20,000 | | |

  18. Director Compensation

    (1)Directors may elect to receive cash retainers, including committee chair retainers, in fully vested shares of common stock. (2)The number of shares of common stock issued for the annual stock retainer is determined based on the closing price of our company’s common stock on the NYSE on the date of the Board meeting immediately following the company’s annual shareholder meeting. All directors are reimbursed for reasonable expenses incurred in connection with attendance at Board and committee meetings. Our one management director, Pierce H. Norton II, receives no compensation for his service as a director. Our Board has established minimum share-ownership guidelines for members of our Board that provide that, within five years after joining the Board, each non-management director will own shares of our common stock having a minimum value of five times the annual cash retainer paid for service on our Board. Our share-ownership guidelines provide that a director may not sell shares of his or her stock unless such director holds shares that meet

  19. Director Compensation

    | ONEOK 2026 Proxy Statement | 37 |

  20. Director Compensation

    the minimum share-ownership guidelines after giving effect to such sale. Each non-management director currently meets these guidelines or is expected to meet them within the five-year time period for new directors. Our shareholder-approved EIP imposes an aggregate limit on the value of stock awards that may be granted, combined with any cash fees that may be paid, to each of our directors in a given year. The following table sets forth the compensation paid to our non-management directors in 2025.

  21. Director Compensation

    | Director | Fees Earned or Paid in Cash(1) | Stock Awards(1),(2),(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) | All Other Compensation(5)(6) | Total | | Brian L. Derksen | $135,000 | $170,000 | $— | $1,000 | $306,000 | | Julie H. Edwards | $185,000 | $280,000 | $1,458 | $11,000 | $477,458 | | Lori A. Gobillot | $110,000 | $170,000 | $— | $4,258 | $284,258 | | Mark W. Helderman | $— | $280,000 | $— | $1,000 | $281,000 | | Randall J. Larson | $130,000 | $170,000 | $— | $1,000 | $301,000 | | Pattye L. Moore | $110,000 | $170,000 | $278 | $11,000 | $291,278 | | Eduardo A. Rodriguez | $130,000 | $170,000 | $— | $4,500 | $304,500 | | Gerald B. Smith | $110,000 | $170,000 | $— | $21,000 | $301,000 | | Wayne T. Smith | $110,000 | $170,000 | $— | $51,000 | $331,000 |

  22. Director Compensation

    (1)Ms. Edwards and Mr. Helderman elected to receive fully vested shares of common stock in lieu of the annual cash retainer (although Ms. Edwards elected to receive her annual Board Chair cash retainer in cash), and accordingly each was issued 3,450 shares of our common stock with a grant date fair value of $81.14, which shares were fully vested when granted. Fractional shares are rounded down to the nearest whole share, with the difference being paid in cash. Non-management directors may defer all or a part of their annual cash and stock retainers under our Deferred Compensation Plan for Non-Employee Directors. During the year ended December 31, 2025, $1,054,000 of the total amount payable for directors’ fees was deferred under this plan at the election of seven of our directors. Deferred amounts are treated, at the election of the participating director, either as phantom stock or as a cash deferral. Phantom stock deferrals are treated as though the deferred amount is invested in our common stock based on the closing price on the NYSE on the date the deferred amount was earned. Phantom stock earns the equivalent of dividends declared on our common stock, reinvested in phantom shares of our common stock based on the closing price of our common stock on the payment date of each common stock dividend. The shares of our common stock reflected in a non-management director’s phantom stock account under our Deferred Compensation Plan for Non-Employee Directors are issued to the director on the last day of the director’s service as a director or a later date selected by the director. Cash deferrals earn interest at a rate equal to Moody’s seasoned AAA corporate bond yield index on the first business day of the plan year plus 100 basis points. At January 2, 2025, Moody’s rate was 5.41%; therefore, cash deferrals in 2025 earned interest at a rate of 6.41%. Cash deferrals are paid to the director on the last day of the director’s service as a director or at a later date selected by the director. The following table sets forth, for each non-management director during 2025, the amount of director compensation deferred during 2025 and cumulative deferred compensation as of December 31, 2025.

  23. Director Compensation

    | Director | Board Fees Deferred to Phantom Stock in 2025(a) | Dividends Earned on Phantom Stock and Reinvested in 2025(b) | Total Phantom Stock Held at December 31, 2025 | Board Fees Deferred to Cash in 2025(c) | Total Board Fees Deferred to Cash at December 31, 2025 | | Brian L. Derksen | $170,000 | $151,246 | 39,016 | $— | $— | | Julie H. Edwards | $— | $18,220 | 4,572 | $1,819 | $29,516 | | Lori A. Gobillot | $170,000 | $24,414 | 7,191 | $— | $— | | Mark W. Helderman | $— | $— | — | $— | $— | | Randall J. Larson | $170,000 | $4,346 | 2,155 | $— | $— | | Pattye L. Moore | $170,000 | $823,980 | 207,820 | $853 | $13,851 | | Eduardo A. Rodriguez | $34,000 | $64,757 | 16,462 | $— | $— | | Gerald B. Smith | $170,000 | $56,202 | 15,167 | $— | $— | | Wayne T. Smith | $170,000 | $19,952 | 6,071 | $— | $— |

  24. Director Compensation

    (a)Reflects the value of the annual cash and stock retainers (with the number of shares of common stock calculated based on the closing price on the NYSE on the grant date) deferred by a director under our Deferred Compensation Plan for Non-Employee Directors. (b)Dividend equivalents paid on phantom stock are reinvested in additional shares of phantom stock (with the number of shares of common stock calculated based on the closing price of our common stock on the NYSE on the date the dividend equivalent was paid.) (c)The amounts for Ms. Edwards and Ms. Moore reflect interest accrued on prior cash deferrals. No Board fees were deferred to cash in 2025 by Ms. Edwards or Ms. Moore.

  25. Director Compensation

    | 38 | ONEOK 2026 Proxy Statement |

  26. Director Compensation

    (2)The amounts in this column reflect the aggregate grant date fair value, computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“ASC Topic 718”), with respect to stock awards received by directors for service on our Board. Each of our non-management directors was issued 2,095 shares of our common stock with a grant date fair value of $81.14 during 2025 for service on our Board, which shares were fully vested when granted. Fractional shares are rounded down to the nearest whole share, with the difference being paid in cash. However, if a non-management director defers all or part of his or her annual stock retainer under our Deferred Compensation Plan for Non-Employee Directors, the value of fractional shares is reflected in the amount deferred to phantom stock. (3)For the aggregate number of shares of our common stock and phantom stock held by each member of our Board at March 1, 2026, see “Stock Ownership—Holdings of Officers and Directors” at page 68. (4)Reflects above-market earnings on Board fees deferred to cash under our Deferred Compensation Plan for Non-Employee Directors which provides for payment of interest on cash deferrals as described above in footnote (1). (5)Reflects charitable contributions made by our company or the ONEOK Foundation, Inc., on behalf of members of our Board as follows: (a) a $1,000 annual contribution to the non-profit organization of his or her choice; (b) matching contributions up to $10,000 per year to non-profit organizations of his or her choice pursuant to our Board matching grant program; and (c) matching contributions to the United Way pursuant to our annual United Way contribution program. (6)There were no incremental costs incurred by our company in connection with travel by Ms. Edwards’, Ms. Gobillot’s, and Mr. Rodriguez’s spouses as passengers on one occasion each in 2025 during flights whose primary purposes were to conduct company business. The incremental cost of personal use of our company aircraft is calculated based on the incremental cost of fuel, crew travel, on-board catering, trip-related maintenance, landing fees and trip-related hangar and parking costs and other similar variable costs. Fixed costs that do not change based on usage, such as pilot salaries, home hangar expenses and general taxes and insurance are excluded from the incremental cost calculation.

  27. Short-Term Incentive Environmental Metric

    Short-Term Incentive Environmental Metric We established an internal environmental performance metric in 2014 that became a part of the short-term incentive compensation plan performance criteria for all our employees. Our AREER is defined as the total number of releases and excess emission events that trigger a federal, state or local environmental reporting requirement (with some exceptions to account for events outside our control, planned maintenance and disparities in reporting requirements across our operations) per 200,000 work-hours. This metric promotes a continued reduction in spills and emission events that are reportable to a federal, state or local agency. Since the implementation of the AREER metric in 2014, we have seen substantial reductions overall in our rate of reportable environmental events. In 2025, we set an AREER target of 0.63, and achieved a result of 0.46, which was approximately 27% below the target goal (representing above-target performance).

  28. Short-Term Incentive Environmental Metric

    | | Human Capital Management |

  29. Short-Term Incentive Environmental Metric

    Our business strategy for human capital management includes the following components: attracting, selecting and retaining talent, advancing an inclusive, diverse and engaged culture and developing individuals and leaders. We conduct employee engagement surveys, typically on an annual basis. In 2025, the annual employee engagement participation rate increased to 95% compared with 93% in 2024. The overall engagement mean increased to the 81st percentile and the ratio of engaged employees to actively disengaged employees also increased.

  30. ONEOK, Inc. Political Action Committee

    ONEOK, Inc. Political Action Committee Political contributions to federal, state and local candidates are made by the ONEOK, Inc. Political Action Committee (“ONEOK PAC”), which is entirely funded by voluntary contributions from eligible company employees. The ONEOK PAC’s activities are guided by a steering committee composed of members of senior management and a contribution committee composed of ONEOK PAC members and are subject to comprehensive regulation, including detailed disclosure requirements. ONEOK PAC contributions are reported to the Federal Election Commission and applicable state regulatory authorities. During 2025, the ONEOK PAC made contributions to state and federal candidates totaling $108,425.

  31. ONEOK, Inc. Political Action Committee

    | 50 | ONEOK 2026 Proxy Statement |

  32. ONEOK, Inc. Political Action Committee

    | | | Election of Directors | | Set forth on the following pages is certain information with respect to each nominee for election as a director, each of whom is a current director. | | | | | Our Board unanimously recommends a vote FOR each nominee. | |

  33. ONEOK, Inc. Political Action Committee

    Two of our current Board members, Gerald B. Smith and Pattye L. Moore, will not be standing for re-election at this annual meeting of shareholders. Ms. Moore, who has served as a director since 2002, has elected to retire at the end of her term, which will end immediately prior to the annual meeting. Mr. Smith, who has served as a director since 2020, will retire in accordance with our By-laws and Corporate Governance Guidelines providing that a director will retire from the Board no later than immediately prior to the annual meeting of shareholders following that director's 75th birthday. In addition, on January 21, 2026, our Board appointed Mark A. McCollum and Precious Williams Owodunni as directors effective January 23, 2026. Both new directors are independent and are being nominated for election at this annual meeting of shareholders. See, pages 56 through 63 for more information on our nominees, including our first-time nominees, Mr. McCollum and Ms. Owodunni. Our Corporate Governance Committee regularly and actively evaluates the Board’s and each committee’s composition to help ensure that we maintain a cohesive Board with diverse experience, skills, expertise and tenure to meet the current needs of the company and its businesses. Our Board succession planning and refreshment practices are carried out through various thoughtful steps throughout the year. For example, among other things, our Corporate Governance Committee and Board:

  34. ONEOK, Inc. Political Action Committee

    | Regularly review the appropriate experience, skills, expertise and tenure for directors in the context of the current make-up of the Board and the needs of the company, | | | | | | Assess our current directors’ experience, skills, expertise, independence and tenure, and | | | | | | Consider the results of our Board and committee evaluation processes when evaluating Board and committee composition. | |

  35. ONEOK, Inc. Political Action Committee

    | The Corporate Governance Committee’s work on director succession and refreshment has resulted in four new directors being added to our Board since 2023. This intentional approach has resulted in a mix of experience, skills, expertise and tenure that promotes and supports the Company’s long-term growth strategy. |

  36. ONEOK, Inc. Political Action Committee

    | ONEOK 2026 Proxy Statement | 51 |

  37. Annual Election by Majority Vote

    Annual Election by Majority Vote Our certificate of incorporation provides for the annual election of directors. Accordingly, 10 current members of the Board, all of whom are named in this proxy statement, will stand for election at the annual meeting. We have not nominated Ms. Pattye Moore for re-election at the annual meeting due to her retirement and we have not nominated Mr. Gerald Smith for re-election at the annual meeting, in light of our mandatory retirement policy. As more fully described in “Outstanding Stock and Voting—Votes Required—Proposal 1—Election of Directors,” our By-laws provide for majority voting for directors in uncontested elections and our Corporate Governance Guidelines require that a nominee for director who does not receive the requisite majority vote in an uncontested election must promptly tender his or her resignation to our Board for its consideration. The persons named on the proxy card intend to vote such proxy in favor of the election of each of the nominees named below, who are all currently directors, unless the proxy provides for a vote against the director. Although the Board has no reason to believe that the nominees will be unable to serve as directors, if a nominee withdraws or otherwise becomes unavailable to serve, the persons named as proxies will vote for any substitute nominee designated by the Board, unless contrary instructions are given on the proxy. Except for these nominees, no other person has been recommended to our Board as a potential nominee or otherwise nominated for election as a director.

  38. Board Qualifications

    Board Qualifications Our Corporate Governance Guidelines provide that our Corporate Governance Committee will evaluate the qualifications of each director candidate and assess the appropriate mix of skills and characteristics required of Board members in the context of the perceived needs of the Board at a given point in time. Each director also is expected to: óExhibit high standards of integrity, commitment and independence of thought and judgment; óUse their skills and experiences to provide independent oversight of the company's business; óDevote sufficient time to carrying out their duties and responsibilities effectively; óDevote the time and effort necessary to learn the business of the company and the Board; óRepresent the long-term interests of all shareholders; and óParticipate in a constructive and collegial manner.

  39. Board Qualifications

    | 52 | ONEOK 2026 Proxy Statement |

  40. Our Director Nominees

    Our Director Nominees The Board believes that each director nominee possesses the necessary integrity, skills and qualifications to serve on our Board and that their individual and collective skills and qualifications provide them with the ability to engage management and each other in a constructive and collaborative fashion and, when necessary and appropriate, challenge management in the execution of our business operations and strategy. For more information about each of our director nominees, see pages 56-63.

  41. Our Director Nominees

    | ONEOK 2026 Proxy Statement | 53 |

  42. Summary of Director Qualifications and Experience

    Summary of Director Qualifications and Experience Our Corporate Governance Guidelines provide that the Board will seek to maintain a total mix of viewpoints and experience that includes, but is not limited to, the following areas of core competency: accounting and finance; investment banking; business judgment; management; energy industry knowledge; operations; crisis response; international business; leadership; strategic vision; technology; law; and corporate relations.

  43. Summary of Director Qualifications and Experience

    | | | | | | | | | | | | | Accounting/Auditing We operate in complex financial and regulatory environments with significant disclosure requirements and detailed business processes and internal controls. | | | | | | | | | | | | Business Operations We have significant operations focused on gathering, processing, fractionation, transportation, storage and marine export services for natural gas, natural gas liquids, refined products and crude oil. | | | | | | | | | | | | Capital Management We allocate capital in various ways to run our operations, grow our business and return value to shareholders. | | | | | | | | | | | | Corporate Governance Leadership As a public company, we expect effective oversight and transparency, and our stakeholders demand it. | | | | | | | | | | | | Financial Expertise/Literacy Our business requires experience assessing our financial performance and the integrity of our financial reporting process. | | | | | | | | | | | | Independence Independent directors have no material relationships with us and are essential in providing effective and unbiased oversight. | | | | | | | | | | | | Midstream Experience Experience in the oil and gas midstream industry provides a relevant understanding of our business and strategy. | | | | | | | | | | | | Capital Markets Our business is capital intensive and requires access to capital and credit markets in order to grow our business. | | | | | | | | | | | | Public Company CEO/Senior Executive Experience Experience as a principal or senior executive officer of a publicly-traded organization provides leadership skills and understanding of operations and strategy as well as practical insights on need for transparency, accountability and integrity. | | | | | | | | | | |

  44. Summary of Director Qualifications and Experience

    | 54 | ONEOK 2026 Proxy Statement |

  45. Summary of Director Qualifications and Experience

    | | | | | | | | | | | | | Recent Public Company Board Experience We value individuals who understand public company oversight, governance and reporting responsibilities and have experience with the issues commonly faced by public companies. | | | | | | | | | | | | Regulatory/Risk Management/Crisis Management A complex regulatory and risk environment requires us to develop policies and procedures that effectively manage compliance and risk. | | | | | | | | | | |

  46. Summary of Director Qualifications and Experience

    | ONEOK 2026 Proxy Statement | 55 |

  47. Summary of Director Qualifications and Experience

    Set forth on the following pages is certain information with respect to each nominee for election as a director, each of whom is a current director.

  48. Summary of Director Qualifications and Experience

    | | | | | The Board unanimously recommends a vote FOR each nominee. |

  49. Director Nominees

    Director Nominees

  50. Director Nominees

    | | CAREER HIGHLIGHTS: óServed as Global Deputy Chief Executive Officer of Deloitte Touche Tohmatsu Limited (“DTTL”) from 2011 until 2014. óServed as Deputy Chief Executive Officer of Deloitte LLP (“Deloitte U.S.”) from 2003 to 2011. óServed as Managing Partner of the financial advisory business and the Mid-America region of Deloitte U.S. In fulfilling his roles for DTTL and Deloitte U.S., he acted in his capacity as a partner in Deloitte U.S. He retired as a partner of Deloitte U.S. in May 2014. óServed as an independent consultant in the information technology sector from November 2014 until May 2015. óHolds a Bachelor of Science degree from the University of Saskatchewan (Canada) and a Master of Business Administration degree from Duke University’s Fuqua School of Business. | OTHER BOARDS: óServed on the board of directors of Brookshire Grocery Company, a privately held company with approximately 220 grocery stores, from 2018 until February 2026, where he served as the Chair of the Audit Committee, the Nominating and Governance Committee and also served as the independent lead director. óServed as a director of Dye & Durham Corporation, a global leader in legal software and technology, from 2015 until December 2024, where he also served as Chairman of the Board. SKILLS AND QUALIFICATIONS: óExtensive domestic and international experience and expertise in accounting, auditing, financial reporting, taxation and management consulting. óExtensive senior executive experience provides him with valuable expertise in leadership, strategic vision and corporate governance matters. óMore than 47 years as a Certified Public Accountant. óExperience in the information technology sector. | | Brian L. Derksen Independent Committees: Audit (Chair), Corporate Governance | | |

  51. Director Nominees

    | 56 | ONEOK 2026 Proxy Statement |

  52. Director Nominees

    | | CAREER HIGHLIGHTS: óBoard Chair of ONEOK, Inc. óServed as Senior Vice President-Corporate Development of Southern Union Company, a diversified natural gas company engaged in the transportation, storage, gathering, processing and distribution of natural gas that was acquired by Energy Transfer Equity, L.P., from November 2006 until January 2007 and as Senior Vice President and Chief Financial Officer from July 2005 until November 2006. óServed as Chief Financial Officer of Frontier Oil Corporation, a former energy company engaged in crude oil refining and wholesale marketing of refined petroleum products, from 1994 until 2005 and as Treasurer from 1991 until 1994. óServed as an investment banker with Smith Barney, Harris, Upham & Co., Inc. in New York and Houston, after joining the company as an associate in 1985. óHolds a Bachelor of Science degree in Geology and Geophysics from Yale University and a Master of Business Administration degree from the Wharton School of the University of Pennsylvania. | OTHER BOARDS: óServed as a member of the board of directors of Noble Corporation plc, a U.K.-based offshore drilling contractor, from February 2006 until February 2021, where she served on the Compensation and Finance Committees and was Chair of the Nominating and Governance Committee. óServed as a member of the board of directors of NATCO Group, Inc., an oil field services and equipment manufacturing company, from 2004 until its sale to Cameron International Corporation in November 2009. óServed on the ONEOK Board of Directors in 2004 and 2005 and was also a member of the board of directors of ONEOK Partners GP, L.L.C., from 2009 until the consummation of its merger with ONEOK in June 2017. SKILLS AND QUALIFICATIONS: óBroad public company executive and director experience brings deep understanding of various segments within the energy industry, including exploration and production, refining and marketing, natural gas transmission, processing and distribution, production technology and contract drilling. óExtensive public company CFO experience brings deep audit, senior accounting, finance, capital markets, strategy, corporate development and management expertise. óValuable perspective and hands-on experience as an exploration geologist in the oil industry from 1980 until 1983. óAchieved the Computer Emergency Response Team (CERT) Certificate in Cybersecurity Oversight in August 2024 from the Carnegie Mellon University, Software Engineering Institute. | | Julie H. Edwards Independent Committees: Independent Board Chair | | |

  53. Director Nominees

    | ONEOK 2026 Proxy Statement | 57 |

  54. Director Nominees

    | | CAREER HIGHLIGHTS: óServed as Vice President, Integration Management, at United Airlines, Inc., from 2010 until 2012. óServed in executive roles in both legal and business functions at Continental Airlines/United Airlines during her career at the airlines from 1999 until 2012. óServed as an attorney with the law firm of Vinson & Elkins from 1993 until 1999. óWas engaged in real estate development with Trammell Crow Company from 1986 until 1990. óServed as a consultant with Arthur Andersen & Co. in the area of information technology from 1983 until 1986. óHolds a Bachelor of Business Administration degree from the University of Texas and a Juris Doctor from the University of Texas School of Law. OTHER BOARDS: óServed on the board of directors of Magellan Midstream Partners L.P., a former publicly traded partnership in the business of transporting, storing and distributing refined petroleum products and crude oil, from 2016 until its acquisition by the Company in September 2023, where she served on the Compensation Committee, the Nominating and Governance Committee and the Sustainability Committee. | óServed on the board of directors of Bristow Group Inc., which is a leading provider of offshore oil and gas transportation, search and rescue and aircraft support services, from 2012 until 2019, where she was Chair of the Compensation Committee and served on the Corporate Governance and Nominating Committee. óServed on the board of directors of Republic Airways Holdings, Inc., one of the largest regional airlines in North America, from 2017 until May 2025, where she was Chair of the Compensation Committee. óServes as President and a member of the board of directors of A Lighted Path, since 2023, a nonprofit that focuses on improving outcomes for challenged youth. SKILLS AND QUALIFICATIONS: óValuable industry knowledge and experience having served as a director of other energy infrastructure companies. óExtensive executive, legal, project management and risk management experience in the capital intensive and highly regulated aviation industry. óExtensive board-level experience in mergers and acquisitions, corporate governance and executive compensation as a public company director, committee member, and committee chair. óPracticed corporate law for over twenty years. | | Lori A. Gobillot Independent Committees: Audit, Corporate Governance | | |

  55. Director Nominees

    | | CAREER HIGHLIGHTS: óHeld positions of increasing responsibility, from 1997 until January 2019, at Sasco Capital Inc., an independent, institutional investment firm focused primarily on corporate turnarounds, restructurings and transformations, until he retired as Managing Director and Co-Portfolio Manager. óWorked in equity research and sales for Roulston Research Company from 1989 until 1996 and for McDonald & Company from 1986 until 1989. óHolds a Bachelor of Arts degree in American studies from the University of Dayton. óHolds a Master of Legal Studies in Energy and Natural Resource Law from the University of Oklahoma. OTHER BOARDS: óNone | SKILLS AND QUALIFICATIONS: óBrings valuable perspectives with more than 30 years of experience in the U.S. equities markets, including constructive engagement with senior management teams to develop a deep understanding of their corporate vision, value creation philosophy, commitment to long-term sustainable value and shareholder alignment. óDistinguished career working on more than 50 strategic, transformational restructurings spanning several industries including the energy value chain from upstream exploration and production, onshore and offshore oil field services, midstream, downstream petrochemicals and refining, regulated utilities and merchant energy. óMore than 20 years of broad experience as an analyst in the commodity, energy, industrial and utility sectors brings critical insights into industry-relevant macroeconomic conditions and trends. óExtensive financial experience and expertise. | | Mark W. Helderman Independent Committees: Audit, Corporate Governance | | |

  56. Director Nominees

    | 58 | ONEOK 2026 Proxy Statement |

  57. Director Nominees

    | | CAREER HIGHLIGHTS: óServed as Chief Executive Officer of the general partner of TransMontaigne Partners L.P., a provider of integrated terminaling, storage, transportation and related services to customers engaged in the distribution and marketing of refined petroleum products and crude oil, from September 2006 until August 2009, as Chief Financial Officer from January 2003 until September 2006, and Controller from May 2002 until January 2003. óServed as a partner with KPMG LLP in its Silicon Valley and National (New York City) offices from July 1994 until May 2002. óServed as a Professional Accounting Fellow in the Office of Chief Accountant of the United States Securities and Exchange Commission from July 1992 until July 1994. óHolds a Bachelor of Business Administration degree from the University of Wisconsin—Eau Claire, and a Master of Business Administration degree from the University of Wisconsin—Madison. OTHER BOARDS: óServed on the board of directors of the general partner of Valero Energy Partners LP, an owner and operator of crude oil and refined petroleum product pipelines, terminals and other transportation and logistics assets, from 2013 until its merger with Valero Energy Corp. in January 2019, where he served as the Chair of the Audit Committee and a member of the Conflicts Committee. | óServed as a director of the general partner of MarkWest Energy Partners, L.P., an owner and operator of midstream service businesses, from 2011 until its merger with MPLX LP in December 2015, where he was Chair of the Audit Committee and a member of the Compensation Committee. óServed as a director of the general partner of Oiltanking Partners, L.P., a partnership that was engaged in the storage and transportation of crude oil, refined petroleum products and liquified petroleum gas, from August 2011 until February 2014, where he was Chair of the Audit Committee and a member of the Conflicts Committee. SKILLS AND QUALIFICATIONS: óPublic company CEO experience in the energy sector provides him with valuable leadership skills and strategic vision. óBroad CFO, senior accounting and audit committee experience brings audit, financial reporting and risk management depth to the Board. óBrings a unique and valuable perspective to the Board having served as a director of various publicly traded master limited partnerships in the energy infrastructure industry. | | Randall J. Larson Independent Committees: Executive Compensation, Corporate Governance (Chair) | | |

  58. Director Nominees

    | ONEOK 2026 Proxy Statement | 59 |

  59. Director Nominees

    | | CAREER HIGHLIGHTS: óServed as President and Chief Executive Officer of Weatherford International plc ("Weatherford"), a global energy services company, from April 2017 until June 2020 (Weatherford filed for voluntary Chapter 11 bankruptcy in July 2019 and emerged in December 2019). óServed as Executive Vice President and Chief Financial Officer of Halliburton Company, Inc., a provider of products and services to the energy industry, from 2016 until March 2017, its Executive Vice President and Chief Integration Officer from 2015 until 2016, its Executive Vice President and Chief Financial Officer from 2008 until 2015, and its Senior Vice President and Chief Accounting Officer from 2003 until 2007. óServed as Senior Vice President and Chief Financial Officer of Tenneco Inc., a manufacturer and marketer of automotive products, from 1999 until 2003 and held various Vice President positions from 1995 until 1999. óServed as an Audit and Advisory Partner in Arthur Andersen’s Energy Division from 1991 until 1995. óHolds a Bachelor of Business Administration degree in Accounting from Baylor University. OTHER BOARDS: óServes as a director of Seadrill Limited, a drilling contractor providing worldwide offshore drilling services to the oil and gas industry, since February 2022, where he is Chair of the Audit and Risk Committee. óServes as a director of Westlake Corporation, a global manufacturer and supplier of materials and innovative products, since May 2018, where he is Chair of the Audit Committee and a member of the Compensation, Corporate Risk and Sustainability and Nominating and Governance Committees. óServed on the board of directors of Marathon Oil Corporation, an oil and gas exploration and production company, from December 2022 until its acquisition by ConocoPhillips in November 2024, where he was Chair of the Compensation Committee and a member of the Health, Environmental, Safety and Corporate Responsibility Committee. | óServed on the board of directors of Archrock, Inc., an energy infrastructure company, from 2009 until July 2018, where he was Chair of the Audit Committee and a member of the Compensation Committee. óServes on the board of directors of MOM Holding Company (Momentive Performance Materials), a privately-held global high-performance silicones and specialties company, since December 2024, where he is Chair of the Audit Committee and a member of the Operations Committee. óServes on the Board of Trustees of Baylor College of Medicine. SKILLS AND QUALIFICATIONS: óExperience as a public company CEO brings valuable competencies in leadership, strategy, operations, stakeholder relations, finance, corporate development and governance to the Board. óOver 37 years of experience in the oil and gas industry provides him with a broad understanding of and valuable insight into the markets in which the Company operates. óPublic company CFO experience and numerous audit committee chair positions provide him with a deep understanding of accounting, financial reporting, forecasting, auditing and risk management. óMembership on board committees overseeing HSE (Health, Safety and Environment) provides technical and operational knowledge in managing risk and ensuring effective implementation of the Company's HSE policies. óDistinguished background as an outside auditor and certified public accountant. | | Mark A. McCollum Independent Committees: Audit, Corporate Governance | | |

  60. Director Nominees

    | 60 | ONEOK 2026 Proxy Statement |

  61. Director Nominees

    | | CAREER HIGHLIGHTS: óPresident and Chief Executive Officer of ONEOK, Inc., since June 2021. óServed as President and Chief Executive Officer of ONE Gas, Inc. from February 2014 until June 2021. óServed as Executive Vice President, Commercial, of ONEOK and ONEOK Partners in January 2013 until January 2014. óServed as Executive Vice President and Chief Operating Officer of ONEOK and ONEOK Partners from 2011 until 2013, with responsibilities for natural gas gathering and processing, natural gas pipelines, natural gas liquids, natural gas distribution and energy services business segments. óServed as President of the ONEOK Distribution Companies – Oklahoma Natural Gas, Kansas Gas Service and Texas Gas Service, from 2009 until 2011. óServed as Vice President, Gathering and Processing of ONEOK and ONEOK Partners from 2004 until 2009. óServed in officer positions at Northern Border Partners, a leading natural gas transporting company, from 2001 until 2004; Bear Paw Energy, a former midstream natural gas company, from 1998 until 2001; and KN Energy, a former integrated natural gas company, from 1995 until 1998. óHolds a Bachelor of Science degree in Mechanical Engineering from the University of Alabama in Tuscaloosa and is a graduate of Harvard Business School’s Advanced Management Program. óUniversity of Alabama College of Engineering Distinguished Fellow. | OTHER BOARDS: óServed as a director of ONE Gas, Inc., from 2014 until June 2021. óBoard member of the American Petroleum Institute (API). óFormer member of the American Gas Association’s board of directors and served as its 2017 Chairman. óFormer board member of the Interstate Natural Gas Association of America. óFormer board member of the Texas Pipeline Association. óFormer board member of the North Dakota Petroleum Council. óFormer board member of the Western Energy Alliance. ó2024 Tulsa Area United Way Annual Campaign Tri-Chair. óFormer board member of the Tulsa Community College Foundation and past-chair of the Audit Committee. óFormer board member of the Tulsa Community Foundation and past-chair of the Audit Committee. SKILLS AND QUALIFICATIONS: óHaving served as CEO and President of ONEOK, has a deep understanding of all areas of the Company’s business, operations and affairs, including strategic and financial planning, acquisitions and divestitures, executive management and development, corporate governance, executive compensation, and compliance and risk management. óWith a 44 year career in the energy sector, brings valuable industry specific operations experience in engineering, construction and operations management, and finance. óExtensive involvement with trade associations representing the oil and gas industry give him important knowledge of and insight into public policy and regulatory matters relevant to the Company. | | Pierce H. Norton II Independent Committees: Non-Independent (Chief Executive Officer) | | |

  62. Director Nominees

    | ONEOK 2026 Proxy Statement | 61 |

  63. Director Nominees

    | | CAREER HIGHLIGHTS: óServes as Chief Executive Officer of Mountaintop Consulting, a strategy, organizational development, and leadership advisory firm she founded in 2009. Mountaintop advises corporate clients globally, including Fortune 500 energy companies, investment banks, law firms, and private equity firms. óServed as a Vice President at Goldman Sachs & Co. until 2009, where she made private-equity investments in high-growth businesses and served on the board of several portfolio companies, after beginning her career as an investment banker in Goldman’s Mergers and Strategic Advisory Group advising oil and gas, retail, and industrial companies on M&A and corporate finance. óHolds a Bachelor of Arts, with honors, in Ethics, Politics and Economics from Yale University along with a Juris Doctor from Yale Law School. OTHER BOARDS: óServed on the Board of Directors of Cadence Bank from 2019 until its merger with Huntington Bank in February 2026. Served on the Audit, Trust and Financial Services, and Nominating and Corporate Governance Committees. óServes on the Board of Trustees of Baylor College of Medicine, where she chairs the Global Committees. óServed on the Board of Directors of Switchback II Corporation from its inception until its merger with Bird Global in November 2021. | SKILLS AND QUALIFICATIONS: óDeep expertise in business strategy, leadership development, and talent management gained through more than 16 years as the Chief Executive Officer of Mountaintop Consulting, advising multinational energy companies and other blue-chip firms on leadership effectiveness, business strategy, and organizational performance. óBroad experience in corporate finance, private equity, and M&A, grounded in her tenure as a Vice President at Goldman Sachs & Co., where she led investments in high-growth businesses and advised companies in the oil and gas, retail, and industrial sectors on complex strategic transactions. óNationally recognized leadership and coaching credentials, including Gallup-Certified Strengths Coach status and membership in the Forbes Coaches Council, providing the Board with specialized insight into talent development and retention, executive performance, culture, and leadership succession. óProven governance leadership through service on public, private, and nonprofit boards, with expertise in corporate governance, enterprise risk oversight, CEO succession planning, stakeholder engagement, and strategic transformation. | | Precious Williams Owodunni Independent Committees: Executive Compensation, Corporate Governance | | |

  64. Director Nominees

    | 62 | ONEOK 2026 Proxy Statement |

  65. Director Nominees

    | | CAREER HIGHLIGHTS: óServes as President of Strategic Communications Consulting Group, an advisory firm to the business, public, quasi-public, and non-profit organizations and utility industries, since 2005. óServed as Executive Vice President and a member of the board of directors of Hunt Building Corporation, a privately held company engaged in construction and real estate development, from 2001 until 2003. óSpent 20 years in the electric utility industry at El Paso Electric Company, when it was a publicly traded, investor-owned utility, where he served in various senior-level executive positions, including General Counsel, Senior Vice President for Customer and Corporate Services, Executive Vice President and Chief Operating Officer. óHolds a Bachelor of Arts degree in Political Science/American History from Texas Tech University and a Juris Doctor degree from St. Mary’s University School of Law. | OTHER BOARDS: óServes as a director of ONE Gas, Inc., since 2014, where he serves on the Audit, Executive Compensation and Corporate Governance Committees and is the Lead Independent Director. SKILLS AND QUALIFICATIONS: óExtensive senior management, operational, entrepreneurial and legal experience in a variety of industries. óExtensive legal and business, strategic planning, operational and regulatory compliance experience and expertise by virtue of his various roles at an electric utility company. óStrong public company audit, executive compensation and governance background as a member of various board committees. óPracticed law for more than 40 years. | | Eduardo A. Rodriguez Independent Committees: Executive Compensation (Chair), Corporate Governance | | |

  66. Director Nominees

    | | CAREER HIGHLIGHTS: óServed as Chairman and Chief Executive Officer of BASF Corporation, a chemical company, from May 2015 until May 2021, with responsibility for the Monomers, Performance Materials, Petrochemicals, Intermediates and North America divisions, and as a Member of the Board of Management Directors of its parent BASF SE, from 2012 until May 2021. óServed as Vice President and General Manager of Specialty Construction Chemicals of W.R. Grace and Company, from 2000 until 2004, where he led the strategy, development and growth of that unit worldwide. óServed as Vice President and General Manager of the Packaged Products business of the BOC Group from 1998 until 2000. óHolds a Bachelor of Science degree in Chemical Engineering from Syracuse University and a Master of Business Administration degree from the Wharton School of the University of Pennsylvania. óServed on the Dean’s Leadership Council for the College of Engineering and Computer Science at Syracuse University. | OTHER BOARDS: óServes as a director of Air Products and Chemicals, Inc., a leading industrial gases company, since August 2021, where he maintains the role of Chairman of the Board and also serves as a member of the Executive and Management Development and Compensation Committees. óServed on the board of directors of Inter Pipeline, an energy infrastructure company, from 2020 until 2021. SKILLS AND QUALIFICATIONS: óValuable senior management skills with more than 35 years of experience in the chemical industry. óExtensive experience driving strategy and growth across broad value chains in the chemical industry, including petrochemicals, polymers and highly specialized chemicals. óValuable public company audit, governance and executive compensation experience by virtue of his board committee roles. | | Wayne T. Smith Independent Committees: Audit, Corporate Governance | | |

  67. Director Nominees

    | ONEOK 2026 Proxy Statement | 63 |

  68. Director Nominees

    | | | Ratify the Selection of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm for the Year Ending December 31, 2026 | | | Our Board unanimously recommends a vote FOR the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026. | |

  69. Specific Compensation Program Features

    Specific Compensation Program Features Our compensation philosophy and related governance features are complemented by several specific elements that are designed to align our executive compensation with long-term shareholder interests. óThe components of our executive compensation program have remained substantially the same for several years, although from time to time we make adjustments to the components of our executive compensation program to maintain market alignment and to foster executive retention. We believe our program is designed effectively, well aligned with the interests of our shareholders, strongly performance-based and key to achieving our business goals. óThe main objectives of our executive compensation program are to pay for performance, to align our executive officers’ interests with those of our shareholders and to attract and retain qualified executives. óAll compensation decisions regarding our named executive officers are initially made by the Committee and are then submitted to the Board for approval. óThe Committee is composed solely of persons who qualify as independent directors under the listing standards of the NYSE. óWe provide the following elements of compensation for our executive officers, including the named executive officers: base salary, an annual short-term cash incentive award and long-term equity incentive awards. óThe Committee references the median level of the market when determining all elements of compensation, including when considering the possibility of above- or below-target short-term incentive and long-term incentive payments for executive and company performance that exceeds or is below expectations. óWe implement our pay-for-performance philosophy with a short-term incentive program providing for cash payments based on achievement of financial and operational goals established annually by the Committee and long-term, performance-based equity incentive awards providing for vesting levels based on our total shareholder return over a three-year performance period as compared to the total shareholder return of a specified peer group of energy companies for the same period. óWe encourage alignment of our named executive officers’ interests with those of our shareholders through the award of annual long-term incentive equity grants, of which approximately 70% are performance units and approximately 30% are time-vesting restricted units in 2025. óOur executive officers, including the named executive officers, receive no significant recurring perquisites or other personal benefits. óWe have market competitive stock ownership guidelines for our executive officers, including the named executive officers, and members of our Board.

  70. Specific Compensation Program Features

    óWe have adopted a clawback policy in compliance with Exchange Act Rule 10D-1 and the corresponding NYSE listing standards. In addition to the mandatory clawback provisions, our clawback policy permits the discretionary recovery of incentive-based cash and any equity compensation in the event of fraud, negligence or intentional misconduct that directly or indirectly results in a material restatement of all or a portion of our financial statements. óOur Board has adopted a Securities/Insider Trading Policy prohibiting officers, members of our Board and certain employees designated as insiders under the policy from trading outside of defined windows or engaging in certain other transactions in our stock. See page 89 for more information on our Securities/Insider Trading Policy. óWe do not grant awards of stock options or similar option-like rights or instruments and, accordingly, do not have any policy or practice in place on the timing of awards of options or similar option-like rights or instruments in relation to the disclosure of material non-public information. If, in the future we anticipate granting awards of stock options or similar option-like rights or instruments, we may establish a policy regarding how the Board or Committee determines when to grant such awards and how it will take into account material non-public information when determining the timing and terms of such awards. óThe Committee engages a compensation consultant that the Committee has determined to be independent under the Securities and Exchange Commission rules and NYSE listing standards to provide advice and expertise on the design and implementation of our executive and director compensation programs. The Committee monitors executive compensation trends and developments regarding prevailing types and levels of compensation and regularly reviews the components of our executive compensation program so we can remain competitively positioned to attract and retain the executive talent necessary to achieve our strategic, financial and operational goals and continue to align our executive compensation program with long-term shareholder interests.

  71. Pay-for-Performance

    earned depends on our company’s performance measured against financial and operating objectives, as well as the named executive officer's meeting key leadership and development standards. The portion of our named executive officers’ compensation granted in the form of equity awards ties their compensation directly to creating shareholder value over the long-term. We believe this combination of annual short-term cash incentive awards and long-term equity awards aligns the incentives of our named executive officers with the interests of our shareholders.

  72. Competitive Pay

    Competitive Pay We believe a competitive executive compensation program is an important tool to help us attract and retain talented executives capable of leading our company in the competitive business environment in which we operate. We seek to establish total compensation opportunities for our named executive officers that are within a competitive range of the median of compensation opportunities awarded at our peer companies as further discussed below. For example, to recognize an individual’s unique qualifications or performance, we may choose to set their total compensation level above the median. However, if the executive is new to the role, we may set total compensation below the median level. Similarly, exceptional performance may result in compensation above the median. Earned compensation from these opportunities will vary based on company and individual performance as well as our stock price performance. Our compensation program is designed with the following principles in mind: óPay our executives based on their responsibilities, the capabilities and experience they possess, the performance they demonstrate and market conditions; and óMotivate our executives to conduct our business and manage our assets in a safe and environmentally responsible manner.

  73. The Executive Compensation Committee

    The Executive Compensation Committee The Committee has the responsibility for reviewing, approving and recommending our executive compensation program to the Board for approval. The role of the Committee is to oversee our compensation and benefit plans and policies, delegate responsibility for the administration of these plans and review and approve annually all compensation decisions relating to our executive officers, including compensation decisions for our named executive officers. The Committee’s practice is to review our executive officer compensation program and make specific decisions in February of each year, including review and approval of: base salaries; the achievement of annual short-term cash incentive goals for the prior year and corresponding payouts; annual short-term cash incentive program thresholds, targets and maximums for the current fiscal year; the level of vesting of long-term incentive grants that were eligible to vest during the year; and new annual long-term incentive grants. This review coincides with our Board's review of our financial and operating results for the most recently completed year and allows the Committee to consider those results, as well as our financial and operating plan for the upcoming year, as it makes compensation decisions. The Committee submits its recommendations regarding the compensation of our Chief Executive Officer, our other named executive officers and our non-management directors to the Board for approval. The Committee recognizes the importance of maintaining sound basic principles for the development and administration of our compensation and benefit programs. The Committee has adopted practices to enhance the Committee’s ability to carry out its responsibilities effectively, as well as to ensure we maintain strong links between executive pay and performance. Examples of practices the Committee has adopted include: óHolding executive sessions without company management present at every meeting of the Committee; óReviewing total compensation tally sheets for the named executive officers on an annual basis; óEngaging an independent compensation consultant to advise the Committee on executive compensation issues; óMeeting with the independent compensation consultant in executive session without management present at each regularly scheduled meeting of the Committee to discuss our compensation program and actions on a confidential basis; óEvaluating the performance of the Committee each year; and óAssessing the performance of the Committee’s independent compensation consultant each year. Following our 2025 annual meeting of shareholders, the Committee took into account the 93.3% affirmative vote of our shareholders who voted on our executive compensation, including abstentions, and determined to continue to apply the same principles the Committee has used historically in determining the nature and amount of executive compensation.

  74. The Role of the Independent Compensation Consultant

    The Role of the Independent Compensation Consultant The Committee has the authority under its charter to engage the services of outside advisors, experts and others to assist the Committee in the performance of its duties. During 2025, the Committee continued the engagement of Meridian Compensation Partners to serve as the Committee’s independent compensation consultant on matters related to executive and director compensation. The independent compensation consultant reports directly to the Committee and provides no other services to us. The Committee annually reviews and establishes the scope of the engagement of the Committee’s independent compensation consultant, which is reflected in an annual engagement letter between the consultant and the Committee. During 2025, the scope of the assignment and the material instructions regarding the services of the consultant were to: óProvide input to the Committee’s decision-making with respect to executive compensation matters in light of our business strategy, pay philosophy, prevailing market practices, shareholder interests and relevant regulatory mandates; óProvide advice on our executive pay philosophy; óProvide advice on the composition of our compensation peer group for competitive benchmarking; óProvide comprehensive competitive market studies as background against which the Committee can consider the company’s Chief Executive Officer and senior management base salaries, annual bonus opportunities, long-term incentive awards, benefits, perquisites and severance protections; óProvide incentive plan design advice for both annual and long-term incentive programs and other compensation and benefit programs to meet our objectives; óApprise the Committee of emerging best practices and changes in the regulatory and corporate governance environment; óProvide consulting and competitive market data on director compensation matters; óConduct periodic meetings with our management as required from time to time to discuss executive compensation issues and prepare for Committee meetings; óAssist with the preparation of our annual proxy statement “Executive Compensation Discussion and Analysis”; óReview tally sheets regarding the company’s Chief Executive Officer and other senior officers as developed by management; and óPeriodically review the Committee’s charter. In addition, the engagement letter provides for the consultant to be available to assist the Committee with respect to other executive compensation matters that may arise throughout the year. The independent compensation consultant attended each regularly scheduled meeting and one special meeting of the Committee in 2025. During a portion of each regular meeting, the independent compensation consultant met with the Committee in executive session without members of management present. The independent compensation consultant also communicated with members of the Committee outside of the Committee’s meetings as desired by the Committee members. The independent compensation consultant reviewed briefing materials, including those with respect to individual compensation matters prepared by management for the Committee, reviewed recommendations and proposals being submitted to the Committee and provided perspective, advice and recommendations to the Committee regarding the recommendations of management. The independent compensation consultant also gathered and provided competitive market data and other background information for consideration by the Committee.

  75. The Role of the Independent Compensation Consultant

    | ONEOK 2026 Proxy Statement | 75 |

  76. The Role of the Independent Compensation Consultant

    It is the Committee’s view that its independent compensation consultant should be able to render candid and direct advice independent of management’s influence and numerous steps have been taken to satisfy this objective. The independent compensation consultant is engaged by and reports directly to the Committee on matters related to compensation. As noted above, representatives of the independent compensation consultant meet separately with the Committee members outside the presence of management at each regular meeting and also speak separately with the Committee chair and other Committee members between meetings, as necessary or desired. The independent compensation consultant interacts from time to time directly with our management, including our senior management, and our compensation department as necessary to support the work of the independent compensation consultant on behalf of the Committee. These interactions are limited to those that are on the Committee’s behalf or related to matters that will be presented to the Committee for review and approval. At least annually, the Committee conducts a review of the independent compensation consultant’s performance and independence. This review includes an evaluation of the services that the independent compensation consultant has provided to the Committee, the related fees and the procedures implemented by the independent compensation consultant with respect to maintaining its independence. During 2025, Meridian Compensation Partners did not advise us or deliver any services other than the referenced compensation consulting services provided to the Committee. In February 2025, the Committee considered the independence of Meridian Compensation Partners in light of Securities and Exchange Commission rules and NYSE listing standards regarding the independence of consultants to compensation committees. The Committee requested and received a letter from Meridian Compensation Partners addressing the consulting firm’s independence, including the following factors: (i) other services provided to us by the consultant; (ii) fees paid by us as a percentage of the consulting firm’s total revenue; (iii) policies or procedures maintained by the consulting firm that are designed to prevent conflicts of interest; (iv) any business or personal relationships between the individual consultants involved in the engagement and any member of the Committee; (v) any company stock owned by the individual consultants involved in the engagement; and (vi) any business or personal relationships between our executive officers and the consulting firm or the individual consultants involved in the engagement. The Committee discussed these considerations and concluded that the work of the consultant did not raise any conflict of interest and that the consultant was independent of the Committee and our company and is providing effective counsel and services to the Committee.

  77. Competitive Assessment

    Competitive Assessment For 2025 compensation decisions, the Committee asked Meridian Compensation Partners to assist it with the annual competitive assessment of our executive compensation program. The Committee reviewed independent executive compensation data compiled by Meridian Compensation Partners in November 2024 to assess competitive executive compensation levels for our executive officers. The Committee considers a number of factors in structuring our compensation program and making compensation decisions, including the compensation practices of selected peer companies in the energy industry, which we refer to as our “Energy Peers.” The Committee’s independent compensation consultant annually reviews the peer group with the Committee to assess its continued appropriateness and applicability to our company. The 2025 Energy Peers were recommended by Meridian Compensation Partners and management and were selected because they have significant lines of business in the energy industry that are similar to our businesses in focus, ownership structure, affiliations and geography and because the size of their operations (e.g., enterprise value, market value, and earnings before interest, taxes, depreciation and amortization) and the skills and experience required of their senior management to effectively operate their businesses are also similar to our businesses. Companies that have similar lines of business but have a history of anomalous pay practices, as determined by the Committee in consultation with our independent compensation consultant, are excluded from consideration as a potential Energy Peer. For 2025, there were no changes to the Energy Peers we used in 2024. In 2024, the Energy Peer group was restructured significantly due to the Company's increased size after the Magellan acquisition which the Committee believes continues to be appropriate after the acquisitions of Medallion and EnLink.

  78. Compensation Mix and At-Risk Pay

    * Long-term Equity Award values do not include special restricted unit grants or sign-on grants. Mr. Norton, our CEO, did not receive a special restricted unit award. In February 2025, consistent with our pay-for-performance philosophy, we granted to our named executive officers annual equity grants consisting of: (1) performance units (having a value equal to approximately 70% of the aggregate annual equity grant value); and (2) time-vesting restricted units (having a value equal to approximately 30% of the aggregate annual equity grant value). In 2025, the Committee, in consultation with Meridian Compensation Partners, adjusted the percentage of performance units to time-vesting restricted units for our annual equity grants from 80% performance units and 20% time-vesting restricted units to 70% performance units and 30% time-vesting restricted units to bring these percentage allocations in closer alignment with our Energy Peers. In addition, in order to foster the retention of key executives during a period of significant Company growth and to recognize the Company's leadership in bringing about the growth, we awarded a special grant of time-vesting restricted units to a select group of ONEOK employees, including each of our named executive officers, other than Mr. Norton. For more information on our long-term grants, see "2025 Long-Term Incentive Awards" at pages 85-88.

  79. Annual Cash Compensation

    Annual Cash Compensation As in prior years, annual cash compensation in 2025 for the named executive officers consisted of two components: base salary and a variable, at-risk, 2025 short-term incentive award based on both the company’s financial and operating performance and the executive officer’s individual performance. óBase Salary. Annual base salary is designed to compensate executives for their level of responsibility, experience, tenure, sustained individual performance and contributions to our company. Salaries are reviewed annually. While the Committee considers our overall financial performance in establishing levels of executive compensation each year, there are no specific, objective financial results that are quantified by the Committee in establishing or changing the base salaries of our named executive officers. ó2025 Short-Term Incentive Awards. Variable, at-risk, 2025 short-term incentive awards were made under our Annual Officer Incentive Plan and designed to communicate collective annual corporate goals, to provide our named executive officers with a direct financial interest in our performance and profitability and to reward annual performance. The 2025 performance goals established under the Annual Officer Incentive Plan and the company’s performance relative to such goals are described under “2025 Short-Term Incentive Awards.”

  80. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards Annual grants of equity-based compensation are made pursuant to the EIP (grants made prior to the effective date of the 2025 EIP were made pursuant to the 2018 EIP). Typically, these annual grants consist of restricted units and performance units to our named executive officers and other eligible participants. These annual grants are designed to provide a meaningful incentive to enhance long-term shareholder value. A higher ratio of performance units to restricted units is granted to higher-level officers and those with more direct ability to impact the performance of the company.

  81. Long-Term Equity Incentive Awards

    | ONEOK 2026 Proxy Statement | 79 |

  82. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan Our 2020 Nonqualified Deferred Compensation Plan (the “NQDC Plan”), the successor plan to our two prior nonqualified deferred compensation plans ("Prior NQDC Plans" and, collectively with the NQDC Plan, the "NQDC Plans"), is available to a select group of management and highly compensated employees, including our named executive officers. The NQDC Plan permits participants to defer receipt of a portion of their compensation to be earned during the following year until a later date permitted under the NQDC Plan and provides notional employer contributions to compensate participants who are subject to certain limits established by the Internal Revenue Code of 1986, as amended (the “Tax Code”), with respect to their qualified plan benefits. Because these arrangements are, by their nature, tied to cash compensation and qualified plan benefits, they are not considered by the Committee when establishing salary and short-term and long-term incentive measures and amounts. Historically, officers also were eligible to defer the receipt of their performance unit awards into the Prior NQDC Plans.

  83. 2025 Compensation Decisions

    | | Base Salary | | | Short-Term Incentive Target | | | Long-Term Incentive Target | | | | Name | 2025 | 2024 | % Change | 2025 | 2024 | % Change | 2025(2) | 2024 | % Change | | Pierce H. Norton II | $1,000,000 | $925,000 | 8.1% | 150% | 150% | —% | $10,000,000 | $8,000,000 | 25.0% | | Walter S. Hulse, III | $750,000 | $650,000 | 15.4% | 125% | 110% | 13.6% | $4,000,000 | $3,250,000 | 23.1% | | Randy N. Lentz(1) | $625,000 | $— | —% | 110% | —% | —% | $2,200,000 | $— | —% | | Sheridan C. Swords | $625,000 | $525,000 | 19.0% | 110% | 95% | 15.8% | $2,200,000 | $1,800,000 | 22.2% | | Lyndon C. Taylor | $700,000 | $600,000 | 16.7% | 110% | 95% | 15.8% | $2,800,000 | $1,850,000 | 51.4% |

  84. 2025 Short-Term Incentive Awards

    2025 Short-Term Incentive Awards The purpose of our Annual Officer Incentive Plan is to align the named executive officers’ interests with shareholders’ interests by providing them with a financial incentive tied directly to key measures of our financial and operational performance. The 2025 annual short-term cash incentive plan measures and their weighting were developed and recommended to the Committee by executive management, were reviewed and approved by the Committee, and were approved by our Board in February 2025.

  85. 2025 Short-Term Incentive Awards

    | ONEOK 2026 Proxy Statement | 81 |

  86. Goal Setting

    Goal Setting The Committee also approved threshold, target and maximum levels for each financial and operational measure. These levels were set based on the expectation of: (i) a high likelihood the threshold level of performance would be achieved; (ii) a reasonable likelihood the target would be achieved; and (iii) a low likelihood the maximum would be achieved. Based upon the company’s performance against these measures, annual short-term cash incentive awards for 2025 company performance could range from zero to a maximum of 200% of target. In determining the actual annual short-term incentive award to be paid to each named executive officer, assuming the company’s performance measures are met, the Committee may adjust the award based on individual performance, which is measured based on the individual’s contributions to achieving our corporate goals. As in past years, tying the annual short-term cash incentive award to individual performance raises the level of personal accountability for each named executive officer. The 2025 metrics and targets are summarized as follows:

  87. Goal Setting

    | ONEOK, Inc. Corporate Performance Criteria 2025 Fiscal Year | Threshold (Pays 0%) | Target (Pays 100%) | Maximum (Pays 200%) | Weighting | Target Payout | Maximum Payout | | Earnings per share (EPS) | $4.52 | $5.32 | $6.13 | 40% | 40% | 80% | | Return on invested capital (ROIC)(1) | 10.34% | 11.58% | 12.81% | 40% | 40% | 80% | | Total recordable incident rate (TRIR) | 0.56 | 0.37 | 0.27 | 10% | 10% | 20% | | Agency reportable environmental event rate (AREER) | 0.95 | 0.63 | 0.47 | 10% | 10% | 20% | | | | | Total | 100% | 100% | 200% |

  88. Goal Setting

    (1)Although the 2025 ROIC metric was set lower than the 2024 ROIC actual result, the decrease reflects the increase in invested capital primarily associated with the acquisitions of EnLink and Medallion. For each performance measure in the table above, no incentive amount would be paid for that measure if the company’s actual result did not meet the threshold level. If our actual result was between the stated performance levels, the percentage payable was interpolated between the stated payout percentages on a linear basis. As discussed further below, the cumulative corporate payout percentage achieved for 2025 was 105.2% of target. In addition to taking into account the established corporate criteria, annual short-term cash incentive awards to the named executive officers are subject to further adjustment through the application of an individual performance modifier generally ranging from zero to 125% of the payout percentage established by the scorecard above. The individual performance modifier is set by the Committee annually, taking into consideration management’s recommendation regarding individual performance and contribution. However, the Committee itself sets Mr. Norton’s individual performance modifier after considering his performance and contribution. Management makes no recommendation to the Committee regarding Mr. Norton’s individual performance modifier. The Annual Officer Incentive Plan provides that, in the event of a change in control, each participant in the plan shall be paid a short-term incentive award that is not less than the prorated portion of the incentive award the participant would have otherwise received for that plan year through the date of such change in control; provided, however, that the company will assume that all thresholds and targets as specified for the plan year have been met and that the short-term incentive award will be reduced by any amount otherwise payable by the company to the participant under any other plan, agreement or arrangement based on substantially the same performance goals applicable for that period of time and performance, including our Change in Control Severance Plan.

  89. 2025 Results

    At the regular meeting of the Committee held in February 2026, the Committee determined that payouts under the 2025 Annual Officer Incentive Plan would be based on a 105.2% corporate modifier. This determination was made following the calculation of the year-end results of the company’s achievement with respect to the four objective performance criteria referenced above. The percentage modifier was calculated based on a sum of the following determinations: óThe 2025 EPS was $5.42, which was greater than the target goal but less than the maximum goal. As a result, a weighted payout of 44.9% of target was earned toward the overall corporate modifier; óThe 2025 ROIC was 11.59%, which was greater than the target goal but less than the maximum goal. As a result, a weighted payout of 40.3% of target was earned toward the overall corporate modifier; óThe 2025 TRIR performance was 0.56, which failed to reach the minimum threshold goal. As a result, no weighted payout was earned toward the overall corporate modifier; and óThe 2025 AREER was 0.46, which exceeded the maximum goal. As a result, a weighted payout of 20% of target (the capped maximum) was earned toward the overall corporate modifier. These performance measure percentages were added together to arrive at the 105.2% corporate modifier. In addition, the Committee assigned individual performance modifiers to each of the named executive officers as follows under our 2025 short-term incentive plan in recognition of each individual’s performance and contribution during the year:

  90. 2025 Results

    | $625,000X | 1.10X | 1.0X | 1.052 | = | $723,250 | | Base salary at December 31 | STI target based on a percentage of base salary | Individual employee performance modifier (0 to 125%) | Company performance modifier (0 to 200%) | | Employee incentive award (rounded to nearest $100) |

  91. 2025 Long-Term Incentive Awards

    2025 Long-Term Incentive Awards

  92. Overview

    Overview The objectives of our long-term incentive program are to motivate and reward executives and other key employees for sustained long-term performance and to promote their retention. We do not grant stock options, and no options are held by named executive officers. Participation in our EIP is limited to those officers and employees who are in a position to contribute significantly to our long-term growth and profitability. The EIP is administered by the Committee, and the Committee is authorized to make all future grants of long-term incentive awards, as well as to make all decisions and interpretations required to administer the plan. Equity-based long-term incentive awards are generally approved and granted on an annual cycle, typically in the first quarter of each year. Annual awards made by the Committee in February 2025 were based upon competitive market data provided to the Committee by the Committee’s independent compensation consultant; the Committee’s assessment of our overall performance and the individual executive’s performance and contribution as well as Mr. Norton’s recommendations for named executive officers other than himself. The Committee also considered the size of equity grants made in prior years to each executive. In addition during 2025, in order to foster the retention of key executives during a period of significant Company growth and to recognize the Company's leadership in bringing about the growth, we awarded a special grant of time-vesting restricted units to a select group of ONEOK employees, including each of our named executive officers, other than Mr. Norton. See "–Special Restricted Unit Grant" on page 87.

  93. 2025 Awards

    2025 Awards Consistent with our pay-for-performance philosophy, ONEOK’s long-term incentive program is designed to place significant emphasis on performance with approximately 70% of named executive officers’ annual long-term incentive opportunity awarded in performance-vested stock unit awards and the remaining 30% awarded in time-vested restricted unit awards. In February 2025, the Committee, in consultation with Meridian Compensation Partners, adjusted the percentage of performance units to time-vesting restricted units for our annual equity grants from 80% performance units and 20% time-vesting restricted units to 70% performance units and 30% time-vesting restricted units to bring the percentage allocations of performance-vested to time-vested awards in closer alignment with our Energy Peers. The aggregate grant date fair value of the restricted units and performance units granted to the named executive officers in 2025, as determined in accordance with ASC Topic 718, is shown in the “Stock Awards” column of the Summary Compensation Table for Fiscal 2025 on page 92.

  94. Performance Units Vesting Levels 2025 — 2027 Performance Period

    Performance Units Vesting Levels 2025 — 2027 Performance Period

  95. Performance Units Vesting Levels 2025 — 2027 Performance Period

    | ONEOK TSR Ranking vs. Peer Group | Percentage of Performance Units Earned | | 90th Percentile and above | 200% | | 75th Percentile | 150% | | 50th Percentile | 100% | | 25th Percentile | 50% | | Below 25th percentile | 0% |

  96. Performance Units Vesting Levels 2025 — 2027 Performance Period

    If our TSR ranking at the end of the performance period is between the stated percentage levels set forth in the table above, the percentages of performance units earned will be interpolated between the earnings levels. If a holder of performance units retires, becomes disabled or dies prior to vesting, the performance units will vest on the vesting date based on the performance results at the end of the performance period, prorated based on the period of time the holder was employed during the vesting period. If the holder is terminated involuntarily without cause, terminates voluntarily for good reason, or terminates on account of retirement, disability, or death, in each case before vesting and within two years after a qualifying change in control, the performance units will vest in the amount calculated pursuant to the next sentence if the change in control occurs during the performance period, or the amount calculated based on actual TSR performance if the

  97. Performance Units Vesting Levels 2025 — 2027 Performance Period

    | 86 | ONEOK 2026 Proxy Statement |

  98. Performance Units Vesting Levels 2025 — 2027 Performance Period

    change in control occurs after the performance period and before the vesting date. If the qualifying change in control occurs during the performance period, the amount to be paid with respect to the performance units and a qualifying termination shall be determined based on the greater of (i) the target number of performance units (prorated based on the period of time employed during the vesting period), or (ii) the number of units calculated for the performance period based on actual TSR performance as of the date of the change in control (without proration), in each case giving effect to the accumulated dividend equivalents. If a qualifying change in control occurs after the holder terminates on account of retirement, disability, or death, and prior to vesting, the amount of units that vest will be calculated pursuant to the preceding sentence. In all other cases of termination of employment, performance units are forfeited. Dividend equivalents are accrued with respect to these performance units over the term of the vesting period and are paid when the units vest. Sign-on Grant. In connection with his appointment as Executive Vice President and Chief Operating Officer in January 2025, Mr. Lentz received a sign-on grant of restricted units in the amount of $1.8 million on February 1, 2025. The amount granted to Mr. Lentz was commensurate with the annual grants given to other executive officers. The restricted units awarded to Mr. Lentz vest one-third on the first anniversary of the award and two-thirds on the second anniversary of the award and otherwise have the same terms as our annual restricted unit grants. It has been the company's practice to grant a long-term incentive award on the appointment of an executive officer in order to enhance alignment of the new executive's interest with shareholder interests and to foster retention of the new executive officer. Special Restricted Unit Grant. The Board, based on a recommendation of Mr. Norton and the Committee, the latter in consultation with its independent compensation consultant, Meridian Compensation Partners, approved a special grant of time-vesting restricted units to a select group of ONEOK employees on September 23, 2025, including each of the named executive officers, other than Mr. Norton. Mr. Norton did not receive a special restricted unit award. The special restricted unit awards granted were intended to: óRecognize and reward exemplary leadership in successfully integrating four recent acquisitions and realizing accelerated synergy targets (totaling $475 million through December 31, 2025); óSupport executive retention in a highly competitive market environment; óPreserve continuity in the executive leadership team during this current transformative period; óSupport the successful execution of the Company’s business strategy and executive succession planning; and óFurther align the executives’ and shareholders’ interests via enhanced ownership of ONEOK common stock. Award sizes were based, among other factors, on each participating named executive officer’s strategic importance to the execution of ONEOK’s business strategy and succession planning considerations, as shown in the table below:

  99. Special Restricted Unit Grant

    In order to enhance and support the retention aspect of the awards, the special restricted units granted will not be eligible to vest upon a participant’s voluntary termination from the Company (including upon retirement) or termination by the Company for cause. Otherwise, the special restricted units will vest in full in connection with a participant’s death, disability, or qualifying termination within 24 months following a change-in-control ("CIC") of the Company. Upon termination by the Company without cause unrelated to a CIC, awards will vest on a prorated basis. As with our annual restricted unit grants, dividend equivalents are accrued with respect to the special restricted units over the term of the vesting period and are paid when the units vest. In connection with the Committee's decision to award the special restricted unit grants, the Committee affirmed its support for the Company's compensation philosophy of granting a significant portion of the named executive officers’ compensation in the form of at-risk, variable compensation based on company and individual performance, with a focus on creating long-term shareholder value. The Committee recognized that special awards should be used sparingly, only when circumstances merit such action, and does not anticipate granting special awards to named executive officers on a regular basis.

  100. Payout of 2022-2025 Performance Units

    Payout of 2022-2025 Performance Units Performance units granted under the 2018 EIP were eligible to be earned based on our cumulative TSR during the three-year performance period from February 23, 2022 to February 23, 2025, as compared with the cumulative TSR of a specified peer group of energy companies. As illustrated in the table below, the number of shares of common stock to be issued upon vesting ranged from zero to 200% of the number of units granted based on our relative TSR performance.

  101. Performance Units Vesting Levels February 2022 — February 2025 Performance Period

    Performance Units Vesting Levels February 2022 — February 2025 Performance Period

  102. Performance Units Vesting Levels February 2022 — February 2025 Performance Period

    | ONEOK TSR Ranking vs. Peer Group | Percentage of Performance Units Earned | | 90th Percentile and above | 200% | | 75th Percentile | 150% | | 50th Percentile | 100% | | 25th Percentile | 50% | | Below 25th percentile | 0% |

  103. Performance Units Vesting Levels February 2022 — February 2025 Performance Period

    Our cumulative TSR was at the 25th percentile relative to the specified peer group of energy companies during the performance period. As a result, in February 2025, the Committee certified a payout equal to 50% of the target number of units granted and the named executive officers were awarded an equivalent number of shares of our common stock. Additional information regarding payouts of the 2022-2025 performance units is provided in the "Stock Vested in Fiscal Year 2025" table on page 97.

  104. Change in Control Benefits

    Change in Control Benefits Our executive management and other employees have built our company into the successful enterprise that it is today, and we believe that it is important to protect their interests in the event of a change in control of our company. Further, it is our belief that the interests of our shareholders will be best served if the interests of our senior management are aligned with those of our shareholders, and that providing change in control benefits should mitigate any potential reluctance of executive management to pursue potential change in control transactions that may be in the best interests of our shareholders. Our Change in Control Severance Plan provides for certain payments (comprised of a single lump sum cash payment that may be up to three times the sum of a participant’s base salary and target short-term incentive bonus, plus reimbursement of COBRA healthcare premiums for up to 18 months) in the event of termination of employment involuntarily without cause or voluntarily for good reason of an executive officer of our company (including the named executive officers) within the two years following a change in control (a so-called “double-trigger” plan). The plan does not provide for additional pension benefits upon a change in control. Also, the plan provides plan participants a “net best” approach to excise taxes in determining the benefit payable to a participant under the plan. This approach provides a participant his or her “net best benefit,” which is the greater of (i) the full benefit payable to the participant net of the applicable federal excise tax, if any, or (ii) the benefit reduced to a level that would not trigger the payment of federal excise tax. To determine the levels of benefits to be paid to the named executive officers, the Committee consulted with Meridian Compensation Partners, its independent compensation consultant, to determine competitive practices in our industry with respect to change in control arrangements. The Committee determined that the levels of benefits provided under the plan, including the payment of various multiples of salary and target short-term incentive compensation, accomplished our objective of providing competitive benefits and that these benefits are consistent with the general practice among our peers. The Committee annually reviews the eligible participants and benefit levels under the plan. For additional information on this plan, see “Potential Post-Employment Payments and Payments Upon a Change in Control” below.

  105. Change in Control Benefits

    | 90 | ONEOK 2026 Proxy Statement |

  106. Summary Compensation Table

    Summary Compensation Table

  107. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Stock Awards(1) | Non-equity Incentive Plan Compensation(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) | All Other Compensation(4) | Total | | Pierce H. Norton II President and Chief Executive Officer | 2025 | $1,000,000 | $8,771,279 | $1,578,000 | $— | $654,056 | $12,003,335 | | | 2024 | $925,000 | $9,081,124 | $2,800,700 | $— | $430,509 | $13,237,333 | | | 2023 | $835,000 | $6,274,485 | $2,101,100 | $— | $336,989 | $9,547,574 | | Walter S. Hulse, III Chief Financial Officer, Treasurer and Executive Vice President, Corporate Development and Investor Relations | 2025 | $750,000 | $6,009,216 | $1,183,500 | $— | $349,729 | $8,292,445 | | | 2024 | $650,000 | $3,690,593 | $1,640,000 | $— | $278,685 | $6,259,278 | | | 2023 | $600,000 | $2,760,803 | $1,372,500 | $— | $190,814 | $4,924,117 | | Randy N Lentz Executive Vice President and Chief Operating Officer(5) | 2025 | $625,000 | $4,480,556 | $759,400 | $— | $250,588 | $6,115,544 | | Sheridan C. Swords Executive Vice President and Chief Commercial Officer | 2025 | $625,000 | $3,430,537 | $723,300 | $974,441 | $112,644 | $5,865,922 | | | 2024 | $525,000 | $2,045,043 | $1,052,500 | $336,265 | $89,080 | $4,047,888 | | | 2023 | $500,000 | $1,756,885 | $855,500 | $661,416 | $71,844 | $3,845,645 | | Lyndon C. Taylor Executive Vice President, Chief Legal Officer and Assistant Secretary(6) | 2025 | $700,000 | $4,656,809 | $972,000 | $— | $571,012 | $6,899,821 | | | 2024 | $600,000 | $2,101,875 | $1,307,400 | $— | $158,665 | $4,167,940 |

  108. Summary Compensation Table

    (1)The amounts included relate to restricted units and performance units granted under our EIP and reflect the aggregate grant date fair value calculated pursuant to ASC Topic 718. Material assumptions used in the calculation of the value of these equity grants are included in Note K of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. The aggregate grant date fair value of restricted units for purposes of ASC Topic 718 was determined based on the closing price of our common stock on the grant date. With respect to the performance units, as market condition awards, the grant date fair value for purposes of ASC Topic 718 is the full grant date fair value, as adjusted to reflect any increase or reduction in value that is appropriate for the probability that the market condition might or might not be met. For a discussion of the assumptions used to calculate the value of performance unit awards, refer to Note K of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. The amounts included for 2024 also relate to shares issued under our Employee Stock Award Program (the "ESAP"), pursuant to which we have issued one share of our common stock to all eligible employees, including our named executive officers, for no monetary consideration, when the per-share closing price of our common stock on the NYSE is at or above each one dollar increment above its previous high closing price. No shares were issued to eligible employees under this program during 2023. In 2024, we issued 26 shares to each employee under the ESAP, including the named executive officers. The ESAP terminated as of November 7, 2024, and no additional grants were made under the ESAP after such date. In May 2025, our shareholders approved our 2025 Employee Stock Award Program (the "2025 ESAP"), which issues shares of our common stock in the same manner as the ESAP and permits our Board to issue additional shares of our common stock in its discretion. In 2025, we issued up to 14 shares to certain employees, including the named executive officers, under the 2025 ESAP in the form of discretionary awards approved by the Board. The discretionary awards were based on each one dollar increment above the share price of $103 per share that the closing price attained from November 7, 2024 through November 22, 2024. (2)The amounts for 2025 reflect the annual short-term cash incentive awards earned by each of the named executive officers in 2025 and paid in 2026. For a discussion of the performance criteria established by the Committee for awards under the Annual Officer Incentive Plan, see “2025 Short-Term Incentive Awards” above. Footnotes continue on the following page.

  109. Summary Compensation Table

    | 92 | ONEOK 2026 Proxy Statement |

  110. Summary Compensation Table

    Summary Compensation Table

  111. (Footnotes Continued)

    | Name | Nonqualified Deferred Compensation Plan(a) | Match Under 401(k) Plan(b) | Company Profit-Sharing Contributions | Holiday Gifts and Service Awards | Relocation Expenses | Executive Physicals | Charitable Contributions(c) | | Pierce H. Norton II | $448,516 | $21,000 | $24,500 | $40 | $— | $— | $160,000 | | Walter S. Hulse, III | $265,100 | $22,450 | $24,500 | $440 | $— | $7,239 | $30,000 | | Randy N. Lentz | $37,016 | $21,000 | $24,500 | $40 | $152,157 | $5,875 | $10,000 | | Sheridan C. Swords | $79,604 | $21,000 | $— | $40 | $— | $— | $12,000 | | Lyndon C. Taylor | $215,362 | $21,000 | $24,500 | $40 | $280,110 | $— | $30,000 |

  112. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table reflects the grants of plan-based awards to the named executive officers during 2025.

  113. Grants of Plan-Based Awards for Fiscal Year 2025

    Grants of Plan-Based Awards for Fiscal Year 2025

  114. Grants of Plan-Based Awards for Fiscal Year 2025

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2),(5) | | | All Other Stock Awards: Number of Shares of Stock or Units(3),(5) | Grant Date Fair Value of Stock and Option Awards(4) | | Name | Grant Date | Threshold | | Target | Maximum | Threshold | Target | Maximum | | | | Pierce H. Norton II | | | | | | | | | | | | Restricted Units | 2/19/2025 | | | | | | | | 30,242 | $3,000,006 | | Performance Units | 2/19/2025 | | | | | 35,282 | 70,565 | 141,130 | | $5,770,100 | | Short-Term Incentive | | | $— | $1,500,000 | $3,750,000 | | | | | | | Employee Stock Awards | | | | | | | | | 14 | $1,173 | | Walter S. Hulse, III | | | | | | | | | | | | Restricted Units | 2/19/2025 | | | | | | | | 12,097 | $1,200,022 | | Restricted Units | 9/23/2025 | | | | | | | | 34,435 | $2,499,981 | | Performance Units | 2/19/2025 | | | | | 14,113 | 28,226 | 56,452 | | $2,308,040 | | Short-Term Incentive | | | $— | $937,500 | $2,343,800 | | | | | | | Employee Stock Awards | | | | | | | | | 14 | $1,173 | | Randy N. Lentz | | | | | | | | | | | | Restricted Units | 2/1/2025 | | | | | | | | 18,524 | $1,799,977 | | Restricted Units | 2/19/2025 | | | | | | | | 6,653 | $659,978 | | Restricted Units | 9/23/2025 | | | | | | | | 10,331 | $750,031 | | Performance Units | 2/19/2025 | | | | | 7,762 | 15,524 | 31,048 | | $1,269,397 | | Short-Term Incentive | | | $— | $687,500 | $1,718,800 | | | | | | | Employee Stock Awards | | | | | | | | | 14 | $1,173 | | Sheridan C. Swords | | | | | | | | | | | | Restricted Units | 2/19/2025 | | | | | | | | 6,653 | $659,978 | | Restricted Units | 9/23/2025 | | | | | | | | 20,661 | $1,499,989 | | Performance Units | 2/19/2025 | | | | | 7,762 | 15,524 | 31,048 | | $1,269,397 | | Short-Term Incentive | | | $— | $687,500 | $1,718,800 | | | | | | | Employee Stock Awards | | | | | | | | | 14 | $1,173 | | Lyndon C. Taylor | | | | | | | | | | | | Restricted Units | 2/19/2025 | | | | | | | | 8,468 | $840,026 | | Restricted Units | 9/23/2025 | | | | | | | | 30,303 | $2,199,998 | | Performance Units | 2/19/2025 | | | | | 9,879 | 19,758 | 39,516 | | $1,615,612 | | Short-Term Incentive | | | $— | $770,000 | $1,925,000 | | | | | | | Employee Stock Awards | | | | | | | | | 14 | $1,173 |

  115. Grants of Plan-Based Awards for Fiscal Year 2025

    (1)Reflects estimated payments that could be made under our Annual Officer Incentive Plan. The 2025 short-term incentive plan provides for awards based on financial and operational performance of the company, as well as individual performance during the relevant fiscal year. Company performance and individual performance criteria are established annually by the Committee. The Committee also establishes annual target and maximum awards for each officer expressed as a percentage of their base salaries. The actual amounts earned by the named executive officers in 2025 under the plan and paid in 2026 are set forth under the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table for Fiscal 2025 above. (2)Reflects the performance units that could be earned pursuant to awards granted under our 2018 EIP that will vest following the end of the applicable vesting period, at which time the holder will be entitled to receive a percentage (0 to 200%) of the performance units granted based on our TSR over the performance period of January 1, 2025 - December 31, 2027, compared with the TSR of the referenced peer group. One share of our common stock is payable in respect of each performance unit that vests. Performance units are also subject to accelerated vesting upon a qualifying termination of employment in connection with a change in control as described under "2025 Long-Term Incentive Awards" at pages 85-88.

  116. Grants of Plan-Based Awards for Fiscal Year 2025

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  117. Grants of Plan-Based Awards for Fiscal Year 2025

    (3)Reflects restricted units granted under our 2018 EIP and 2025 EIP that will vest at the end of a designated period or periods, if granted on a graded vesting schedule, at which time the grantee will be entitled to receive the grant in shares of our common stock. Restricted units are also subject to accelerated vesting upon a qualifying termination of employment in connection with a change in control as described under "2025 Long-Term Incentive Awards" at pages 85-88. (4)Amounts represent the grant date fair value of restricted unit awards and performance unit awards granted during 2025, calculated in accordance with ASC Topic 718. For a discussion of the assumptions used to calculate the value of performance unit awards, refer to Note K of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. (5)The amounts shown for the 2025 PSUs and RSUs reflect the grant date fair value of the awards (with PSUs determined at payout percentage of target). The actual value, if any, that an executive may realize from a RSU or PSU award is contingent upon the satisfaction of the conditions to vesting applicable to that award, and is determined by reference to stock price, which may fluctuate. Thus, there is no assurance that the value, if any, eventually realized by the executive will correspond to the amount shown in the table.

  118. Outstanding Equity Awards

    Outstanding Equity Awards The following table shows the outstanding equity awards held by the named executive officers as of December 31, 2025.

  119. Outstanding Equity Awards at 2025 Fiscal Year-end

    Outstanding Equity Awards at 2025 Fiscal Year-end

  120. Outstanding Equity Awards at 2025 Fiscal Year-end

    | | Stock Awards(1) | | | | | Name | Number of Shares or Units of Stock That Have Not Vested(2),(4) | Market Value of Shares or Units of Stock That Have Not Vested(5) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3),(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(5) | | Pierce H. Norton II | 72,563 | $5,333,381 | 118,892 | $8,738,562 | | Walter S. Hulse, III | 64,807 | $4,763,315 | 49,243 | $3,619,361 | | Randy N. Lentz(6) | 36,689 | $2,696,642 | 8,079 | $593,807 | | Sheridan C. Swords | 38,087 | $2,799,395 | 28,478 | $2,093,133 | | Lyndon C. Taylor | 53,583 | $3,938,351 | 21,249 | $1,561,802 |

  121. Outstanding Equity Awards at 2025 Fiscal Year-end

    (1)Equity awards granted prior to May 21, 2025 were granted under our 2018 EIP. Equity awards granted after May 21, 2025 were granted under our 2025 EIP. (2)Represents restricted units, including accrued dividend equivalents, that have not yet vested as of December 31, 2025. Annual awards of restricted units, which are typically granted in February, vest in full three years from the date of grant. The special restricted units granted on September 23, 2025 to Messrs. Hulse, Swords and Taylor will vest twenty percent on the first anniversary of the grant date, thirty percent on the second anniversary of the grant date and fifty percent on the third anniversary of the grant date. For Mr. Lentz, the award of special units will vest in full on the third anniversary of the grant date. The sign-on restricted units granted to Mr. Lentz on February 1, 2025 vest one-third on the first anniversary of the award and two-thirds on the second anniversary of the award. Upon vesting, the grantee is entitled to receive one share of our common stock for each vested restricted unit (and any accrued dividend equivalent rights associated with such restricted unit). The following table reflects the vesting schedule for our outstanding restricted units.

  122. Stock Vested

    Stock Vested The following table sets forth stock awards granted in 2022, including restricted units and performance units, held by the named executive officers that vested in 2025.

  123. Stock Vested in Fiscal Year 2025

    Stock Vested in Fiscal Year 2025

  124. Stock Vested in Fiscal Year 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting(1) | Value Realized on Vesting(2) | | Pierce H. Norton II | 48,179 | $4,726,342 | | Walter S. Hulse, III | 18,201 | $1,785,503 | | Randy N. Lentz | — | $— | | Sheridan C. Swords | 13,383 | $1,312,846 | | Lyndon C. Taylor | — | $— |

  125. Stock Vested in Fiscal Year 2025

    (1)Includes restricted units granted in 2022 that vested in 2025 and were paid in shares of our common stock and performance units granted in 2022 that vested in 2025 at 50% of target and were paid in shares of our common stock. (2)The value received on vesting represents the market value of the shares received based on the closing price of our common stock on the NYSE on the date of vesting.

  126. Pension Benefits

    Pension Benefits The following table sets forth the estimated present value of accumulated benefits as of December 31, 2025, and payments made during 2025, in respect of each named executive officer under each of the referenced retirement plans.

  127. Pension Benefits as of December 31, 2025

    Pension Benefits as of December 31, 2025

  128. Pension Benefits as of December 31, 2025

    | Name | Plan Name(1) | Number of Years Credited Service | Present Value of Accumulated Benefit(2) | Payments During Last Fiscal Year | | Pierce H. Norton II | SERP | — | $— | $— | | | Retirement Plan | — | $— | $— | | Walter S. Hulse, III | SERP | — | $— | $— | | | Retirement Plan | — | $— | $— | | Randy N. Lentz | SERP | — | $— | $— | | | Retirement Plan | — | $— | $— | | Sheridan C. Swords | SERP | 21 | $3,276,128 | $— | | | Retirement Plan | 21 | $1,074,695 | $— | | Lyndon C. Taylor | SERP | — | $— | $— | | | Retirement Plan | — | $— | $— |

  129. Pension Benefits as of December 31, 2025

    (1)No new participants have been added to our SERP, a nonqualified defined benefit pension plan, since 2005, and, in November 2013, our Board approved an amendment to the SERP that closed this plan to new participants after 2013. The Retirement Plan, a qualified defined benefit pension plan, was closed to new participants as of January 1, 2005. Mr. Swords is the only named executive officer who participates in the Retirement Plan and the SERP. (2)A participating executive officer’s benefit is determined as of age 62 when an unreduced benefit can be received under the plans. The present value of the unreduced benefit is determined using the assumptions from the pension plan measurement date of December 31, 2025. Material assumptions used in the calculation of the present value of accumulated benefits are included in Note L of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.

  130. Pension Benefits as of December 31, 2025

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  131. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan The following table sets forth certain information regarding the participation by the named executive officers in our NQDC Plans.

  132. Nonqualified Deferred Compensation Plan

    | Name | Executive Contributions in Last Fiscal Year | Registrant Contributions in Last Fiscal Year(1) | Aggregate Earnings in Last Fiscal Year(2) | Aggregate Withdrawals / Distributions | Aggregate Balance at Last Fiscal Year End(3) | | Pierce H. Norton II | $19,989 | $448,516 | $179,621 | $— | $1,555,849 | | Walter S. Hulse, III | $201,462 | $265,100 | $436,048 | $(12,212) | $3,351,710 | | Randy N. Lentz | $— | $37,016 | $(209) | $— | $36,807 | | Sheridan C. Swords | $167,673 | $79,604 | $(444,127) | $— | $6,451,229 | | Lyndon C. Taylor | $200,663 | $215,362 | $74,127 | $— | $641,643 |

  133. Nonqualified Deferred Compensation Plan

    (1)The “All Other Compensation” column of the Summary Compensation Table for Fiscal Year 2025 at page 92 includes these amounts paid under our NQDC Plan as our excess contributions, as well as quarterly and annual profit-sharing contributions with respect to our 401(k) Plan. (2)There were no above-market earnings in 2025, 2024 or 2023. (3)Of the total amounts shown in each NEO’s Aggregate Balance at Last Fiscal Year End, the following amounts have been reported as “Salary,” “Bonus,” “Non-Equity Incentive Plan Compensation,” or “All Other Compensation” in the Summary Compensation Table (in 2025 and in previous years) for Mr. Norton: $1,295,850; Mr. Hulse: $2,274,275; Mr. Lentz: $37,016; Mr. Swords: $713,689; and Mr. Taylor: $559,850.

  134. Nonqualified Deferred Compensation Plan

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  135. Nonqualified Deferred Compensation Plan

    We maintain the NQDC Plan to provide a select group of management and highly compensated employees with the option to defer portions of their cash compensation and provide notional employer contributions that are not otherwise available due to limitations on employer and employee contributions to qualified defined contribution plans under the federal tax laws. In 2025, we made notional contributions to the NQDC Plan in the amount of 6% of eligible compensation above the applicable federal tax limit to all NQDC Plan participants, plus an additional 7% of eligible compensation above the applicable federal tax limit for NQDC Plan participants who do not participate in the SERP. The NQDC Plan also allows for supplemental credit amounts, which are amounts that can be contributed at the discretion of the Committee. No such supplemental credits were contributed in 2025. The participant, at the time a deferral election is made, must specify the distribution date for such deferrals, which may be a date specified by the participant or the date of the participant's separation from service. Deferred amounts may also be distributed upon the participant’s death or disability, or upon change in control. Short-term deferral accounts were available for amounts deferred prior to 2020 and are credited with a notional investment return based on the five-year United States Treasury bond rate as of the first business day of January each year, which was 4.38% for 2025. All other deferrals and company contributions deferred and earned prior to 2020, and all amounts contributed under the NQDC Plan, are credited with a notional investment return based on the amount of gains, losses and earnings for each of the investment options selected by the participant. For the year ended December 31, 2025, the notional investment return for the investment options were as follows:

  136. Nonqualified Deferred Compensation Plan

    | Fund Name | Plan Level Returns | | Vanguard Federal Money Market Fund—Investor Shares | 4.22% | | Vanguard Cash Reserves Federal Money Market Fund—Admiral Shares | 4.23% | | Baird Core Plus Bond Fund - Institutional Class Shares | 7.47% | | Vanguard Total Bond Market Index Fund—Institutional Shares | 7.17% | | Vanguard Target Retirement Income Fund—Investor Shares | 11.31% | | Vanguard Target Retirement 2020 Fund—Investor Shares | 12.15% | | Vanguard Target Retirement 2025 Fund—Investor Shares | 14.60% | | Vanguard Target Retirement 2030 Fund—Investor Shares | 16.24% | | Vanguard Target Retirement 2035 Fund—Investor Shares | 17.54% | | Vanguard Target Retirement 2040 Fund—Investor Shares | 18.76% | | Vanguard Target Retirement 2045 Fund—Investor Shares | 19.99% | | Vanguard Target Retirement 2050 Fund—Investor Shares | 21.41% | | Vanguard Target Retirement 2055 Fund—Investor Shares | 21.43% | | Vanguard Target Retirement 2060 Fund—Investor Shares | 21.42% | | Vanguard Target Retirement 2065 Fund—Investor Shares | 21.43% | | Vanguard Target Retirement 2070 Fund—Investor Shares(1) | 21.42% | | Fidelity Balanced Fund—Class K | 15.26% | | Vanguard Institutional Index Fund—Institutional Plus Shares | 17.86% | | JPMorgan Large Cap Growth Fund—Class R6 | 14.40% | | Vanguard PRIMECAP Fund—Admiral Shares | 29.99% | | Dodge & Cox Stock Fund—Class X | 13.77% | | Vanguard Extended Market Index Fund—Institutional Shares | 11.42% | | JPMorgan Small Cap Equity Fund—Class R6 | (2.41%) | | Dodge & Cox International Stock Fund—Class X | 38.84% | | Vanguard FTSE All-World ex-US Index Fund—Institutional Shares | 32.38% | | Fidelity Emerging Markets Index Fund | 33.94% |

  137. Nonqualified Deferred Compensation Plan

    (1)Fund inception date - June 28, 2022. At the distribution date, cash is distributed to participants based on the fair market value of the deemed investment of the participant’s accounts at that date. Although the NQDC Plans are unfunded arrangements for purposes of ERISA and the Tax Code, assets have been set aside in a rabbi trust to offset the associated NQDC Plans' liabilities. Amounts may no longer be deferred under the Prior NQDC Plans but do continue to accrue notional investment returns and remain subject to the terms of those plans and participant elections as to the timing of distributions.

  138. Nonqualified Deferred Compensation Plan

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  139. 2025 CEO Pay Ratio

    2025 CEO Pay Ratio Securities and Exchange Commission rules implementing the Dodd-Frank Act require public companies to disclose the ratio of CEO annual total compensation to median employee annual total compensation. Using the methodology described below, (i) the annual total compensation for our CEO in 2025 was $12,003,335 (ii) the annual total compensation for our median employee in 2025 was $174,009; and (iii) the resulting ratio of our CEO’s compensation to median employee compensation in 2025 was 69 to one. The median employee for 2025 was determined by ranking the gross salary of all active employees, excluding our CEO, as of December 31, 2025. For 2025, the median employee calculation included legacy employees of Medallion and EnLink in the employee population. We calculated annual total compensation for the median employee in 2025 according to the same methodology used to calculate total compensation for our CEO in the Summary Compensation Table. We believe the foregoing pay ratio disclosure, including but not limited to any assumptions, estimates, adjustments, methodologies and existing internal records used to identify our median employee, is a reasonable estimate calculated in a manner consistent with Securities and Exchange Commission Item 402(u) of Regulation S-K. The Securities and Exchange Commission rules for identifying the median employee and calculating the ratio of our CEO annual total compensation to that employee’s annual total compensation allow companies to make reasonable assumptions and estimates, and to apply a variety of methodologies and exclusions that reflect their compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different compensation practices, and may utilize different assumptions, estimates, methodologies and exclusions in calculating their own pay ratios.

  140. 2025 CEO Pay Ratio

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  141. 2025 CEO Pay Ratio

    | | | Advisory Vote to Approve Executive Compensation | | | Our Board unanimously recommends a vote FOR the approval of the compensation of our named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and the related narrative discussion. | |

  142. Related-Person Transactions

    | Year | Summary Compensation Table Total for Terry K. Spencer (2) | Compensation Actually Paid to Terry K. Spencer (1),(2) | Summary Compensation Table Total for Pierce H. Norton II (3) | Compensation Actually Paid to Pierce H. Norton II (1),(3) | Average Summary Compensation Table Total for Non-PEO NEOs (4) | Average Compensation Actually Paid to Non-PEO NEOs (1),(4) | Value of Initial Fixed $100 Investment Based on: | | Net Income | Earnings Per Share (6) | | | | | | | | | Total Shareholder Return (5) | Peer Group Total Shareholder Return (5) | | | | 2025 | $— | $— | $12,003,335 | $(10,179,976) | $6,793,433 | $1,629,850 | $256.81 | $290.53 | $3,462,132,440 | $5.42 | | 2024 | $— | $— | $13,237,333 | $20,978,410 | $4,612,550 | $6,946,295 | $333.08 | $267.34 | $3,112,495,133 | $5.17 | | 2023 | $— | $— | $9,547,574 | $6,585,820 | $3,650,976 | $2,575,822 | $221.79 | $252.87 | $2,658,934,437 | $5.48 | | 2022 | $— | $— | $8,139,024 | $7,369,578 | $3,040,323 | $1,844,648 | $196.00 | $256.27 | $1,722,221,246 | $3.84 | | 2021 | $9,287,113 | $5,136,261 | $7,246,578 | $8,150,397 | $3,163,660 | $5,392,850 | $164.85 | $154.64 | $1,499,706,012 | $3.35 |

  143. Pay Versus Performance Tabular List of Most Important Financial Performance Measures

    Pay Versus Performance Tabular List of Most Important Financial Performance Measures We believe the following performance measures represent the most important performance measures used by us to link compensation actually paid to our named executive officers for the fiscal year ended December 31, 2025: óEarnings Per Share óReturn on Invested Capital óRelative TSR Percentile

  144. Pay Versus Performance Tabular List of Most Important Financial Performance Measures

    | 110 | ONEOK 2026 Proxy Statement |