ONEOK (OKE) Risk Factor Changes

For further discussion of impairments of long-lived assets, goodwill and equity-method investments, see Note A of the Notes to Consolidated Financial Statements in this Annual Report.

Goodwill is recorded when the purchase price of a business exceeds the fair market value of the tangible and separately measurable intangible net assets.

As with all companies, we are exposed to the risk of employee fraud or other misconduct.

We are subject to the risk of loss resulting from nonpayment and/or nonperformance by our customers and counterparties.

During the year ended December 31, 2025, we completed the EnLink Acquisition, the Delaware Basin JV Acquisition and the BridgeTex Additional Interest Acquisition.

Our future results following any potential future transactions will suffer if we do not effectively manage our expanded operations.

Any merger, acquisition or other significant transactions involves potential risks that may include, among other things:

Mergers, acquisitions and other significant transactions that appear to be accretive may nevertheless reduce our cash from operations on a per-share basis.

In those cases, the debt securities effectively are subordinated to the claims of all creditors, including trade creditors and tort claimants, of our subsidiaries that are not guarantors.

As of December 31, 2025, we had total indebtedness of $34.0 billion.

and could adversely affect our business, results of operation, financial position and cash flows.

We believe it is likely that future governmental legislation and/or regulation on the federal, state and regional levels, may further require us to limit GHG emissions associated with our operations, pay additional fe…

GHG emissions in the midstream industry originate primarily from combustion engine and heater exhaust and fugitive methane gas emissions.

The Energy Independence and Security Act of 2007 expanded the required use of renewable fuels in the U.S.

The FERC’s ratemaking methodologies may limit our ability to increase rates by amounts sufficient to reflect our actual cost or may delay the use of rates that reflect increased costs.

and other related services.

We do not own all of the land on which certain of our pipelines and facilities are located, and we are, therefore, subject to the risk of increased costs to maintain necessary land use.

The threat of global climate change may create physical and financial risks to our business.

Companies are subject to scrutiny from customers, investors, rating agencies, policymakers and other stakeholders regarding their management of ESG issues, including human capital and climate change.

Scrutiny and conflicting stakeholder expectations regarding ESG issues, including climate change, may impact our business.

The United States government has issued warnings that energy assets, including our nation’s pipeline infrastructure, may be the future target of terrorist organizations or “cyber sabotage” events.

We do not hedge fully against commodity price changes, and we therefore retain some exposure to market risk.

•the price risk related to electricity costs to operate our facilities; and

We depend on crude oil production and on connections with gathering systems, refineries and pipelines owned and operated by third parties to supply our assets.

•the effects of imports and exports on the price of natural gas, NGLs, Refined Products, crude oil and liquified natural gas;

•public health crises, including pandemics;

As with all companies, we are exposed to the risk of employee fraud or other misconduct.

Following the closing of the Recent Acquisitions, the size of our business has increased and will increase further if we complete any potential future transactions.

Following the EnLink Controlling Interest Acquisition, we began to integrate certain aspects of EnLink’s business and operations with ours, but EnLink has continued to operate as a separate public company.

The success of the Recent Acquisitions will depend, in part, on our ability to realize the anticipated benefits from combining the businesses of ONEOK, EnLink and Medallion.

We may be unable to integrate the businesses of EnLink and Medallion successfully or realize the anticipated benefits of the EnLink Acquisitions and the Medallion Acquisition (collectively, the “Recent Acquisitions”).

GHG emissions in the midstream industry originate primarily from combustion engine exhaust, heater exhaust and fugitive methane gas emissions.

rights, through our inability to renew right-of-way contracts on acceptable terms or increased costs to renew such rights, could affect adversely our business, results of operations, financial position and cash flows.

In 2021, we announced a companywide absolute GHG emissions reduction target of 2.2 million metric tons of carbon dioxide equivalents from our combined Scope 1 and Scope 2 emissions by 2030 for our legacy ONEOK assets.

Certain investors are increasingly focused on ESG issues, including climate change.

In addition, increasing attention to climate change has resulted in an increased likelihood of governmental investigations, regulation, shareholder activism and private litigation, which could increase our costs or ot…

markets may disrupt our access to such markets, make it difficult to obtain financing necessary to expand facilities or acquire assets, increase financing costs and result in the imposition of restrictive financial co…

Uncertainty or adverse changes in economic conditions worldwide, in the United States, or in the economic regions in which we operate, could negatively affect the crude oil and natural gas markets, resulting in reduce…

volumes delivered to our systems and impairments of our assets or equity-method investments.

financial conditions, including possible declines in our customers’ and counterparties’ creditworthiness.

Although ONEOK Partners, the Intermediate Partnership, Magellan, EnLink and EnLink Partners have guaranteed our debt securities, the guarantees are subject to release under certain circumstances, and we have subsidiar…

Upon entering office, the new administration issued a series of executive orders that signal a shift in the United States’ energy, environmental and climate change policy.

•National Environmental Policy Act and analogous state laws that establish requirements for certain environmental analyses prior to major government actions, including discretionary permits;

suspended the Methane Fee.

The FERC regulates the rates we can charge and the terms and conditions we can offer for interstate transportation service on our pipelines.

We engage in various efforts to respond to stakeholder expectations; however, such efforts may not have the desired effect.

In addition, scrutiny regarding climate change and other ESG matters has resulted in an increased likelihood of governmental investigations, regulation, shareholder activism and private litigation by both advocates an…

competitive forces, testing, line repair, damage, reduced operating pressures or other causes could reduce shipments on our pipelines or result in our being unable to receive products at or deliver products from our t…

Uncertainty or adverse changes in economic conditions worldwide, in the United States, or in the economic regions in which we operate, could negatively affect the crude oil and natural gas markets, resulting in reduce…