Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the SEC on January 31, 2025

No. 333-               

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

 

 

ONEOK, INC.
(Exact name of registrant as specified in its charter)

 

Oklahoma		73-1520922
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

100 West Fifth Street
Tulsa, Oklahoma 74103
[phone]
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

 

EnLink Midstream, LLC 2014 Long-Term Incentive Plan
(Full title of the plan)

 

Lyndon C. Taylor
Executive Vice President, Chief Legal Officer and Assistant Secretary
100 West Fifth Street
Tulsa, Oklahoma 74173
[phone]

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

Copies of all communications, including communications sent to agent for service, should be sent to:

 

Jordan B. Edwards Thomas J. Hutchison GableGotwals 100 West Fifth Street, Suite 1100 Tulsa, Oklahoma 74103 [phone]

Julian Seiguer, P.C. Ieuan A. List Kirkland & Ellis LLP 609 Main Street Houston, TX 77002 [phone]

Brandon M. Watson ONEOK, Inc. Vice President, Deputy General Counsel 100 West Fifth Street Tulsa, Oklahoma 74103 [phone]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer	☒	Accelerated Filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

 

 

 

 

EXPLANATORY NOTE

 

ONEOK, Inc., an Oklahoma corporation (the “Company”), is filing this registration statement on Form S-8 (this “Registration Statement”) to register 480,280 shares of common stock, par value $0.01 per share (the “Common Stock”), that may be issuable to holders of certain restricted stock units of the Company, pursuant to and subject to the terms of (a) the Agreement and Plan of Merger entered into on November 24, 2024 (the “Merger Agreement”), by and among the Company, Elk Merger Sub I, L.L.C., a Delaware limited liability company (“Merger Sub I”), Elk Merger Sub II, L.L.C., a Delaware limited liability company (“Merger Sub II”), EnLink Midstream, LLC, a Delaware limited liability company (“EnLink”), and EnLink Midstream Manager, LLC, a Delaware limited liability company and the managing member of EnLink (the “Manager”), pursuant to which (i) Merger Sub I will merge with and into EnLink (the “First Merger”), with EnLink as the surviving company and (ii) promptly following the First Merger, EnLink, as the surviving entity in the First Merger, will merge with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger as a direct, wholly-owned subsidiary of the Company; and (b) the EnLink Midstream, LLC 2014 Long-Term Incentive Plan, as amended and restated, effective December 16, 2021, which was assumed by the Company in connection with the Mergers (such assumed plan, the “LTIP”).

 

Pursuant to the terms of the Merger Agreement, certain outstanding EnLink equity incentive awards were converted into corresponding awards with respect to Common Stock of the Company. The number of shares of Common Stock of the Company underlying each converted award is equal to the product of (a) the number of common units of EnLink underlying each corresponding EnLink equity incentive award as set forth in the Merger Agreement, and (b) the exchange ratio set forth in the Merger Agreement (such shares of Common Stock of the Company, the “Converted Award Shares”), and the Converted Award Shares remained issuable under the EnLink equity incentive plan assumed by the Company in connection with the Mergers.

 

 

 

 

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

Item 1. Plan Information.*

 

Item 2. Registrant Information and Employee Plan Annual Information.*

 

*

The documents containing the information specified in Part I of Form S-8 will be sent or given to participants in the LTIP as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not being filed with the Securities and Exchange Commission (the “SEC”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

1

 

 

PART II

 

Item 3. Incorporation of Documents by Reference.

 

The following documents, which have been previously filed by the Company with the SEC pursuant to the Securities Act and pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference herein and shall be deemed to be a part hereof:

 

(a)

The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on February 27, 2024;

 

(b)

Magellan Midstream Partners, LP’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on February 21, 2023;

 

(c)

The portions of the Company’s Revised Definitive Proxy Statement on Schedule 14A for the 2024 annual meeting of shareholders that are specifically incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 3, 2024, as amended on May 1, 2024;

 

(d)

The Company’s Quarterly Reports on Form 10-Q filed with the SEC on May 1, 2024, August 6, 2024 and October 30, 2024;

 

(e)

The section entitled “Unaudited Pro Forma Combined Income Statement of ONEOK and Magellan” from the Company’s final prospectus (File No. 333-283681), filed pursuant to Rule 424(b)(3) of the Securities Act with the SEC on December 31, 2024;

 

(f)

The Company’s Current Reports on Form 8-K filed with the SEC on January 18, 2024, February 22, 2024, March 1, 2024, April 19, 2024, May 10, 2024, May 14, 2024, May 24, 2024, July 18, 2024, July 19, 2024, August 30, 2024, September 16, 2024, September 24, 2024, October 15, 2024, October 17, 2024, October 31, 2024, November 22, 2024, November 25, 2024 and January 7, 2025, but excluding in each portions of those reports and the exhibits related thereto that were furnished under Items 2.02 or 7.01; and

 

(g)

The description of the Company’s securities set forth in Exhibit 4.66 of the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2024, including any amendment or report filed for the purposes of updating such description.

 

In addition, all documents subsequently filed by the Company with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Notwithstanding the foregoing, unless specifically stated to the contrary, none of the information that the Company discloses under Items 2.02 or 7.01 of any Current Report on Form 8-K that it may from time to time furnish to the SEC will be incorporated by reference into, or otherwise included in, this Registration Statement.

 

Any statement, including financial statements, contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or therein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

II-1

 

 

Item 4. Description of Securities.

 

Not applicable.

 

Item 5. Interest of Named Experts and Counsel.

 

Not applicable.

 

Item 6. Indemnification of Directors and Officers.

 

The Company, as an Oklahoma corporation, is empowered by Section 1031 of the Oklahoma General Corporation Act, subject to the procedures and limitations stated therein, to indemnify any person against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) in which such person is made or threatened to be made a party by reason of the person being or having been a director, officer, employee or agent of the Company or is or was serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if the person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. However, in an action by or in the right of the Company, Section 1031 prohibits indemnification if such person is adjudged to be liable to the Company, unless such indemnification is allowed by a court of competent jurisdiction. The statute provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any bylaw, agreement, vote of shareholders, or disinterested directors, or otherwise.

 

The certificate of incorporation of the Company provides that a director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability for (i) any breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) payment of unlawful dividends or unlawful stock purchases or redemptions or (iv) any transaction from which the director derived an improper personal benefit.

 

Article VIII of the Company’s bylaws provides that directors and officers of the Company shall be indemnified by the Company to the fullest extent permitted by the Oklahoma General Corporation Act, including the advance of related expenses. Pursuant to Article VIII of the bylaws of the Company, upon authorization and determination (i) by the board of directors by a majority vote of the directors who were not parties to such action, suit or proceeding, even though less than quorum; (ii) by a committee of directors designated by a majority vote of directors, even though less than a quorum; (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or (iv) by the shareholders, the Company is obligated to indemnify any person who incurs liability by reason of the fact that he is or was a director, officer, employee or agent of the Company, or is or was serving at its request as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, or as a member of any committee or similar body, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. However, in an action, suit or proceeding by or in the right of the Company, no indemnification will be made if such person shall be adjudged to be liable to the Company, unless such indemnification is allowed by a court of competent jurisdiction.

 

The Company has entered into indemnification agreements with certain of its directors and officers. These indemnification agreements provide that the Company is obligated to indemnify the specified director or officer to the fullest extent permitted by law. The agreements provide that, upon request by a director or officer, the Company is obligated to advance expenses for defense of a claim made against the director or officer. The obligation of the Company to indemnify the director or officer is subject to applicable law and the determination by a “reviewing party” selected by the board of directors that the director or officer is entitled to indemnification. In addition, the agreements obligate the Company to indemnify the specified officer or director to the extent of the Company’s recoveries under insurance policies regardless of whether the director or officer is ultimately determined to be entitled to indemnification. The agreements also provide for partial indemnification if a portion of a claim for indemnification is not allowed by the reviewing party appointed by the board of directors.

 

II-2

 

 

The Company provides liability insurance for its directors and officers which provides for coverage against loss from claims made against officers and directors in their capacity as such, including, subject to certain exceptions, liabilities under the federal securities laws.

 

It is recognized that the above-summarized provisions of the Company’s bylaws, the indemnification agreements and the applicable provisions of the Oklahoma General Corporation Act may be sufficiently broad to indemnify officers, directors and controlling persons of the Company against liabilities arising under such act.

 

Item 7. Exemption from Registration Claimed.

 

Not applicable.

 

Item 8. Exhibits.

 

Exhibit No.		Description
4.1		Amended and Restated Certificate of Incorporation of ONEOK, Inc., dated July 3, 2017, as amended (incorporated by reference from Exhibit 3.2 to ONEOK, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed November 1, 2017 (File No. 1-13643)).
4.2		Amended and Restated By-laws of ONEOK, Inc. (incorporated by reference from Exhibit 3.1 to ONEOK Inc.’s Current Report on Form 8-K filed February 24, 2023 (File No. 1-13643)).
5.1		Opinion of GableGotwals.
23.1		Consent of PricewaterhouseCoopers LLP.
23.2		Consent of Ernst & Young LLP.
23.3		Consent of GableGotwals (Included in Exhibit 5.1).
24.1		Powers of Attorney (included herein).
99.1		EnLink Midstream, LLC 2014 Long-Term Incentive Plan, as amended and restated, dated December 16, 2021 (incorporated by reference to EnLink Midstream, LLC’s Exhibit 10.3 to Form 10-K filed on February 16, 2022).
107		Filing Fee Table.

 

Item 9. Undertakings.

 

(a)

The Company hereby undertakes:

 

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii)

To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

 

II-3

 

 

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Company pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement;

 

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

 

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b)

The Company hereby further undertakes that, for the purpose of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

II-4

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Tulsa and the State of Oklahoma, on January 31, 2025.

 

	ONEOK, INC.
	By:	/s/ Walter S. Hulse III
	Name:	Walter S. Hulse III
	Title:	Chief Financial Officer, Treasurer and
		Executive Vice President, Investor Relations and
		Corporate Development

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears immediately below constitutes and appoints Walter S. Hulse III and Lyndon C. Taylor, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and registration statements filed pursuant to Rule 462 under the Securities Act, and to file the same with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on this 31st day of January, 2025.

 

Signature		Title
/s/ Julie H. Edwards		Board Chair
Julie H. Edwards
/s/ Pierce H. Norton II		President, Chief Executive Officer and Director
Pierce H. Norton II		(Principal Executive Officer)
/s/ Walter S. Hulse III		Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development
Walter S. Hulse III		(Principal Financial Officer)
/s/ Mary M. Spears		Senior Vice President and Chief Accounting Officer, Finance and Tax
Mary M. Spears		(Principal Accounting Officer)
/s/ Brian L. Derksen		Director
Brian L. Derksen
/s/ Pattye L. Moore		Director
Pattye L. Moore
/s/ Mark W. Helderman		Director
Mark W. Helderman
/s/ Eduardo A. Rodriguez		Director
Eduardo A. Rodriguez
/s/ Randall J. Larson		Director
Randall J. Larson
/s/ Gerald B. Smith		Director
Gerald B. Smith
/s/ Lori A. Gobillot		Director
Lori A. Gobillot
/s/ Wayne T. Smith		Director
Wayne T. Smith

 

II-5

 

 

Exhibit 5.1

 

 

January 31, 2025

 

ONEOK, Inc.

100 West Fifth Street

Tulsa, Oklahoma 74103

 

Re:

Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as special legal counsel to ONEOK, Inc., an Oklahoma corporation (the “Company”), in connection with the registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), covering 480,280 shares of the common stock of the Company, par value $0.01 per share (the “Shares”), issuable under the EnLink Midstream, LLC 2014 Long-Term Incentive Plan, which was assumed by the Company on the date hereof (the “Plan”). This opinion is being furnished to you as a supporting document in connection with the Registration Statement.

 

For purposes of this opinion, we have examined the following documents:

 

(a) the Registration Statement;

 

(b) the Plan;

 

(c) the corporate actions taken by the Board of Directors of the Company in connection with the Registration Statement and related matters;

 

(d) the Amended and Restated Certificate of Incorporation of the Company, as amended, and the related certificates of correction and designation;

 

(e) the Amended and Restated By-laws of the Company; and

 

(f) an executed copy of the Secretary’s Certificate of the Company dated January 31, 2025.

 

In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity and completeness of all documents submitted to us as original documents, and the conformity to original documents of all documents submitted to us as copies thereof.

 

 

 

 

ONEOK, Inc. January 31, 2025 Page 2

 

Based on the foregoing and subject to the qualifications, assumptions and limitations set forth herein, we are of the opinion that the Shares have been duly authorized and, when issued and delivered in accordance with the Plan upon receipt of requisite consideration therefor as provided therein, will be validly issued, fully paid and non-assessable.

 

Each of the matters set forth in this letter is as of the date hereof, and we undertake no, and hereby disclaim any, obligation to advise you of any change in any of the matters set forth herein or in any matters upon which the opinions and views set forth in this letter are based.

 

Our opinions expressed above are limited to the laws of the State of Oklahoma.

 

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

 

	Very truly yours,
	/s/ GableGotwals

 

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of ONEOK, Inc. of our report dated February 27, 2024, relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in ONEOK, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023.

 

/s/ PricewaterhouseCoopers LLP

 

Tulsa, Oklahoma
January 31, 2025

 

 

Exhibit 23.2

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the Registration Statement (Form S-8) of ONEOK, Inc. of our reports dated February 21, 2023, with respect to the consolidated financial statements of Magellan Midstream Partners, L.P. and the effectiveness of internal control over financial reporting of Magellan Midstream Partners, L.P. included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

 

Tulsa, Oklahoma

 

January 31, 2025

 

 

Ex-Filing Fees

CALCULATION OF FILING FEE TABLES

S-8

ONEOK, Inc.

Table 1: Newly Registered and Carry Forward Securities

Line Item Type		Security Type		Security Class Title		Notes		Fee Calculation Rule		Amount Registered		Proposed Maximum Offering Price Per Unit			Maximum Aggregate Offering Price			Fee Rate		Amount of Registration Fee
Newly Registered Securities
Fees to be Paid		Equity		Common Stock, $0.01 par value per share		(1)		Other		480,280		$	100.44		$	48,239,323.20		0.0001531		$	7,385.44
Total Offering Amounts:															$	48,239,323.20					7,385.44
Total Fees Previously Paid:																					0.00
Total Fee Offsets:																					0.00
Net Fee Due:																				$	7,385.44

 

__________________________________________
Offering Note(s)

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares of common stock, $0.01 par value per share (“Common Stock”), of ONEOK, Inc. (the “Registrant”) that may be issued to adjust the number of shares issued pursuant to the EnLink Midstream, LLC 2014 Long-Term Incentive Plan, as amended and restated, effective December 16, 2021 (the “Incentive Plan”), by reason of any stock dividend, stock split, recapitalization or any other similar transaction which results in an increase in the number of shares of the Registrant’s outstanding Common Stock. In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Incentive Plan. Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) and (h) of the Securities Act based on the average of the high and low prices of the Registrant’s Common Stock as reported on the New York Stock Exchange on January 28, 2025, which date is within five business days prior to the filing of this Registration Statement. Calculated pursuant to Rule 457 of the Securities Act by calculating the product of (i) the proposed maximum aggregate offering price and (ii) 0.00015310.

Submission	Jan. 30, 2025
Submission [Line Items]
Central Index Key	0001039684
Registrant Name	ONEOK, Inc.
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

Offerings - Offering: 1	Jan. 30, 2025 USD ($) shares
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Common Stock, $0.01 par value per share
Amount Registered | shares	480,280
Proposed Maximum Offering Price per Unit	100.44
Maximum Aggregate Offering Price	$ 48,239,323.20
Fee Rate	0.01531%
Amount of Registration Fee	$ 7,385.44
Offering Note	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares of common stock, $0.01 par value per share (“Common Stock”), of ONEOK, Inc. (the “Registrant”) that may be issued to adjust the number of shares issued pursuant to the EnLink Midstream, LLC 2014 Long-Term Incentive Plan, as amended and restated, effective December 16, 2021 (the “Incentive Plan”), by reason of any stock dividend, stock split, recapitalization or any other similar transaction which results in an increase in the number of shares of the Registrant’s outstanding Common Stock. In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Incentive Plan. Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) and (h) of the Securities Act based on the average of the high and low prices of the Registrant’s Common Stock as reported on the New York Stock Exchange on January 28, 2025, which date is within five business days prior to the filing of this Registration Statement. Calculated pursuant to Rule 457 of the Securities Act by calculating the product of (i) the proposed maximum aggregate offering price and (ii) 0.00015310.

Fees Summary	Jan. 30, 2025 USD ($)
Fees Summary [Line Items]
Total Offering	$ 48,239,323.20
Previously Paid Amount	0.00
Total Fee Amount	7,385.44
Total Offset Amount	0.00
Net Fee	$ 7,385.44

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