4 paragraphs in Risk Factors of the 10-K filed Feb 24, 2026
with nothing like them in the 10-K filed Feb 25, 2025. Quoted exactly.
Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 19 Energy companies:
a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it.
A paragraph most of them have is marked boilerplate. No line means no other company has one like it.
This counts text; it does not say how serious a risk is.
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 and opponents of such matters, which could increase our costs or otherwise adversely affect our business. For example, while some policymakers (including certain states and the SEC under the previous administration) have adopted, or are considering adopting, requirements for the disclosure of climate risks or other information, other policymakers have sought to constrain companies’ considerations of ESG matters. Any failure to successfully navigate stakeholder expectations, including regulatory developments, may result in reputational harm, increased costs or other adverse impacts.
We engage in various efforts to respond to stakeholder expectations; however, such efforts may not have the desired effect. Many of these efforts rely on methodologies, assumptions and data (including third-party information) that are subject to varying interpretations or that continue to evolve, including in ways we cannot control. Our approach may also continue to evolve, and we cannot guarantee that our approach will align with the expectations or preferences of any particular stakeholder. For example, our emissions reduction targets depend on a range of factors, and to the extent these do not manifest or we otherwise are unable to make progress on such targets or other initiatives, we may face additional costs or be unable to meet our targets, which could negatively impact our business and reputation. Various of our business partners and other stakeholders are subject to similar expectations on ESG matters, which may exacerbate or result in additional risks.
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•National Environmental Policy Act and analogous state laws that establish requirements for certain environmental analyses prior to major government actions, including discretionary permits;
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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. Among other directives, such executive orders: (i) direct federal agencies to identify and exercise emergency authorities to facilitate conventional energy production, transportation and refining and call for the use of emergency regulations to expedite energy infrastructure projects; (ii) promote energy explorations and production on federal lands and waters; (iii) mandate a review of existing regulations that may burden domestic energy development; and (iv) rescission of funds and programs related to the IRA and Infrastructure Investment and Jobs Act. We continue to assess the long-term impacts of such actions on our operations, if any. However, such actions may prompt various states and other policymakers to take more stringent action on such matters. Therefore, the net impact of any developments is difficult to predict with any certainty.
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New in the latest 10-Q
45 paragraphs in the 10-Q filed Oct 28, 2026 with nothing like
them in the 10-Q filed Aug 4, 2026 (at least half the words must differ; new numbers alone do not count).
Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
(a) - Includes cash held for acquisition, which is included within other assets on our Consolidated Balance Sheets as of September 30, 2026.
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Goodwill Impairment Review - We assess our goodwill for impairment at least annually as of July 1, unless events or changes in circumstances indicate an impairment may have occurred before that time. At July 1, 2026, we assessed qualitative factors to determine whether it was more likely than not that the fair value of each of our reporting units with goodwill was less than its carrying amount. After assessing qualitative factors (including macroeconomic conditions, industry and market considerations, costs and overall financial performance), we determined that it was more likely than not that the fair value of each of our reporting units were not less than their respective carrying value, that no further testing was necessary and that goodwill was not considered impaired.
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On August 18, 2026, we entered into the Brazos Midland Purchase Agreement with Brazos Midstream to acquire Brazos Midstream’s Permian Midland Basin natural gas gathering and processing assets.
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Subsequent event - On October 6, 2026, we completed the Brazos Midland Acquisition and acquired 100 % of the issued and outstanding membership interests of Brazos Midland for total cash consideration of approximately $ 4.6 billion, which includes the $ 4.425 billion announced purchase price and approximately $ 135 million of closing adjustments related primarily to Brazos Midstream capital spend. We funded the acquisition with proceeds received from the ONEOK Holdings Transaction and short-term borrowings. For additional information on the ONEOK Holdings Transaction, see Note F of the Notes to the Consolidated Financial Statements in this Quarterly Report.
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The Brazos Midland assets are highly complementary to our existing Permian Midland Basin natural gas gathering and processing and NGL transportation infrastructure. The acquisition in our Natural Gas Gathering and Processing segment is expected to more than double our Midland Basin natural gas processing capacity to approximately 2.3 Bcf/d, including facilities currently under construction, and expand our integrated natural gas gathering and processing platform in the Permian Basin.
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The Brazos Midland Acquisition will be accounted for using the acquisition method of accounting for business combinations pursuant to Accounting Standards Codification 805, “Business Combinations,” which requires, among other things, assets acquired and liabilities assumed to be recorded at their fair value on the acquisition date. Any excess of consideration to be transferred over the estimated fair value of assets acquired and liabilities assumed will be recorded as goodwill. Determining the fair value of acquired assets and liabilities assumed requires management’s judgment and the use of independent valuation specialists. At the time of this filing, it is impracticable to disclose all the information required by ASC 805, “Business Combinations,” as we are in the process of evaluating the purchase accounting and pro forma implications of this transaction.
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For the three and nine months ended September 30, 2026, transaction costs related to the Brazos Midland Acquisition were not material.
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Location in our Consolidated Balance Sheets Assets (Liabilities) Assets (Liabilities)
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(b) - At September 30, 2026, our derivative net liability positions under master-netting arrangements for financial commodity contracts were offset by cash collateral of $ 195 million.
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In September 2026, we completed the following debt extinguishments with proceeds received from the ONEOK Holdings Transaction:
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(a) - In September 2026, pursuant to cash tender offers in connection with the ONEOK Holdings Transaction, we repurchased certain of our senior notes with an aggregate principal amount of $ 2.5 billion for total consideration of $ 2.0 billion, including accrued and unpaid interest. Many of the tendered notes were previously recorded at fair value upon acquisition. Therefore, net gains on debt extinguishment were not material.
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Debt Guarantees - In connection with the Reorganization, as discussed in Note F, ONEOK, L.L.C. assumed all of the obligations of Legacy ONEOK and ONEOK Partners under their respective outstanding senior notes such that all debt is now held at ONEOK L.L.C, and ONEOK provided a parent guarantee for ONEOK, L.L.C.’s indebtedness. ONEOK’s guarantee of ONEOK, L.L.C.’s indebtedness is full, irrevocable, unconditional and absolute. Liabilities under the guarantee rank equally in right of payment with all of ONEOK’s existing and future senior unsecured indebtedness.
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Noncontrolling Interests - As of September 30, 2026, noncontrolling interests within total equity in our Consolidated Balance Sheets related to Ascension, MBTC Pipeline and the Class B Units discussed below.
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ONEOK Holdings Transaction - On September 10, 2026, we announced the closing of the ONEOK Holdings Transaction. In connection with the ONEOK Holdings Transaction, we completed a Reorganization whereby a newly formed company, Falcon TopCo, became the successor to Legacy ONEOK and was renamed ONEOK, Inc. As part of the Reorganization, Legacy ONEOK merged with and into Falcon Merger Sub, with Falcon Merger Sub surviving the merger as ONEOK, L.L.C. Upon completion of the Reorganization, each outstanding share of Legacy ONEOK common stock automatically converted into an equivalent corresponding share of ONEOK common stock. The Reorganization was accounted for as a common control transaction and does not represent a change in the reporting entity.
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Subsequent to the Reorganization and pursuant to the Contribution Agreement, (i) Apollo made a $ 9 billion cash contribution to ONEOK Holdings in exchange for Class B Units and became the sole Class B Member of ONEOK Holdings and (ii) ONEOK contributed the equity interests in ONEOK, L.L.C., which holds all of ONEOK’s operating entities, to ONEOK Holdings in exchange for Class A Units and became the sole Class A Member of ONEOK Holdings. All debt is held at ONEOK, L.L.C. and the Class B investment is structurally subordinated to the debt.
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After the Reorganization and the ONEOK Holdings Transaction, ONEOK’s structure is as follows:
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The Class A Units entitle ONEOK to receive total cash available for distribution after the payment of quarterly distributions to the Class B Member. The Class A Units also provide us with the right to appoint and remove all members of the board of managers of ONEOK Holdings. We also control quarterly distributions, subject to required distributions if we declare a common dividend, repurchase common stock, or otherwise return capital to public shareholders, or if a special distribution is declared by ONEOK Holdings. ONEOK, L.L.C. can at any time distribute cash to ONEOK for the payment of taxes. ONEOK Holdings is a consolidated subsidiary of ONEOK, and the Class B Units are presented as noncontrolling interests within total equity in our Consolidated Balance Sheets because we, through ownership of the Class A Units, retain control over ONEOK Holdings and there are no redemption rights that require settlement in cash outside of our control.
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Subject to our right to approve a distribution, the Class B Units provide the Class B Member with certain quarterly distributions equal to a percentage of CFFO, payable no later than the third business day following February 15, May 15, August 15 and November 15 of each year. During the Initial Period, the Class B Member distributions are equal to 15 % (or up to 20 %, at our discretion) of CFFO, with the remainder distributed to us. The distribution percentage is equal to 20 % of CFFO during the periods in which our leverage ratio, as defined in the Operating Agreement, exceeds 4.5 to 1. The Class B Units also provide the Class B Member with certain protective consent rights over specified actions outside the ordinary course of business of ONEOK Holdings. Such rights are limited to ONEOK Holdings and do not extend to ONEOK or ONEOK, L.L.C. The Class B Units do not provide the Class B Member with a stated liquidation preference in ONEOK Holdings.
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The Class B Units limit the Class B Member to the applicable Base Return on the $ 9 billion initial investment. Income is attributed to the Class B Units consistent with the contractual terms specified within the Operating Agreement, which includes the Class B Units sharing in earnings up to the stated Base Return. Income is attributed to the Class B Units as the then-applicable Base Return is earned on the outstanding investment balance and is recorded as income attributable to noncontrolling interests in our Consolidated Statements of Income. Distributions received by the Class B Member in excess of the income attribution are treated as a return of capital and reduce the carrying amount of its investment.
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Following the ONEOK Holdings Transaction, we recorded a one-time noncash income tax benefit of $ 336 million during the quarter ended September 30, 2026, due primarily to the remeasurement of deferred tax balances and the release of valuation allowances on certain state net operating losses and tax credit carryforwards that are more likely than not to be utilized prior to their expiration. The tax benefit was recorded as a discrete event in the quarter. Our estimated annualized effective tax rate before the discrete event did not have a material change. As a result of the discrete event, the annual effective tax rate for the nine months ended September 30, 2026, decreased to 14.2 %.
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The Operating Agreement provides us with the right to purchase all outstanding Class B Units. Prior to the 15th anniversary of the investment, the purchase price equals the amount necessary for the Class B Member to achieve the then-applicable Base Return (the Buyout Amount); provided that, prior to the eighth anniversary of the investment, we may exercise this right only after the Class B investment balance has been reduced to $ 200 million. From the 15th anniversary through the 20th anniversary, the purchase price equals 115 % of the Buyout Amount. Thereafter, we may purchase the Class B Units during specified buyout periods pursuant to the Operating Agreement.
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The Operating Agreement provides the Class B Member with certain rights upon a change of control. Upon (i) a change of control of ONEOK that is approved by the board of directors and (ii) a ratings downgrade of an acquiring company’s or ONEOK’s senior unsecured long-term indebtedness to below investment grade or such ratings being withdrawn or otherwise no longer rated by the applicable rating agency or certain other actions of an acquiring company, the Class B Member may require the Class A Member to purchase all Class B Units at the then-applicable Buyout Amount, if on or before the 15th anniversary, or 115 % of the Buyout Amount if thereafter.
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The Operating Agreement also provides the Class B Member with an equity conversion right. Following the 20th anniversary of the investment and once the outstanding Class B investment balance has been reduced to $ 200 million, the Class B Member may elect to convert all outstanding Class B Units into a variable number of shares of publicly traded common equity of ONEOK subject to an explicit limit on the number of shares issued.
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(b) - The three and nine months ended September 30, 2026, included a $ 53 million net benefit from the ONEOK Holdings Transaction and Brazos Midland Acquisition, related primarily to corporate net gains on extinguishment of debt, offset by costs. The three and nine months ended September 30, 2025, included corporate net gains on extinguishment of debt of $ 22 million and $ 58 million, respectively, in connection with open market repurchases.
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ONEOK Holdings Transaction - On September 10, 2026, we announced the closing of the ONEOK Holdings Transaction. Subsequent to the Reorganization and pursuant to the Contribution Agreement, (i) Apollo made a $9 billion cash contribution to ONEOK Holdings in exchange for Class B Units and became the sole Class B Member of ONEOK Holdings and (ii) ONEOK contributed the equity interests in ONEOK, L.L.C., which holds all of ONEOK’s operating entities, to ONEOK Holdings in exchange for Class A Units and became the sole Class A Member of ONEOK Holdings. All debt is held at ONEOK, L.L.C. and the Class B investment is structurally subordinated to the debt. The capped return on Class B Units is 7.01% for the first nine years of the investment, which is lower than our cost of publicly traded equity. Distributions to the Class B Member in excess of the Base Return will reduce the Class B investment balance outstanding over time. We used $5 billion of proceeds from this transaction to fund the repayment of existing indebtedness outlined below, which accelerated our deleveraging timeline and further enhanced our balance sheet. The remaining cash proceeds on hand funded the Brazos Midland Acquisition, which closed in early October.
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Following the closing of the ONEOK Holdings Transactions and planned debt repayments, S&P and Fitch upgraded our long-term credit ratings to BBB+ from BBB with stable outlooks.
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In September 2026, we completed the following debt extinguishments with proceeds received from the ONEOK Holdings Transaction:
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(a) - In September 2026, pursuant to cash tender offers in connection with the ONEOK Holdings Transaction, we repurchased certain of our senior notes with an aggregate principal amount of $2.5 billion for total consideration of $2.0 billion, including accrued and unpaid interest. Many of the tendered notes were previously recorded at fair value upon acquisition. Therefore, net gains on debt extinguishment were not material.
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Brazos Midland Acquisition - On August 18, 2026, we entered into the Brazos Midland Purchase Agreement with Brazos Midstream to acquire Brazos Midstream’s Permian Midland Basin natural gas gathering and processing assets. On October 6, 2026, we completed the Brazos Midland Acquisition and acquired 100% of the issued and outstanding membership interests of Brazos Midland for total cash consideration of approximately $4.6 billion, which includes the $4.425 billion announced purchase price and approximately $135 million of closing adjustments related primarily to Brazos Midstream capital spend. We funded the acquisition with proceeds received from the ONEOK Holdings Transaction and short-term borrowings.
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location and seasonal price differentials in our optimization and marketing businesses as we deliver volumes to where they are needed most.
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(d) - Represents our incremental portion subsequent to the Brazos Midland Acquisition.
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Goodwill Impairment Review - We assess our goodwill for impairment at least annually as of July 1, unless events or changes in circumstances indicate an impairment may have occurred before that time. At July 1, 2026, we assessed qualitative factors to determine whether it was more likely than not that the fair value of each of our reporting units with goodwill was less than its carrying amount. After assessing qualitative factors (including macroeconomic conditions, industry and market considerations, costs and overall financial performance), we determined that it was more likely than not that the fair value of each of our reporting units was not less than their respective carrying value, that no further testing was necessary, and that goodwill was not considered impaired.
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◦ $28 million increase from higher volumes, primarily in the Gulf Coast/Permian region.
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◦ $35 million decrease from higher transportation and fractionation costs and timing of operational gains and losses.
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◦ $35 million increase primarily related to favorable margin sharing components within certain crude contracts.
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(b) - The three and nine months ended September 30, 2026, included a $53 million net benefit from the ONEOK Holdings Transaction and Brazos Midland Acquisition, related primarily to corporate net gains on extinguishment of debt, offset by costs. The three and nine months ended September 30, 2025, included corporate net gains on extinguishment of debt of $22 million and $58 million, respectively, in connection with open market repurchases.
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ONEOK Holdings Transaction - On September 10, 2026, we announced the closing of the ONEOK Holdings Transaction. Subsequent to the Reorganization and pursuant to the Contribution Agreement, (i) Apollo made a $9 billion cash contribution to ONEOK Holdings in exchange for Class B Units and became the sole Class B Member of ONEOK Holdings and (ii) ONEOK contributed the equity interests in ONEOK, L.L.C., which holds all of ONEOK’s operating entities, to ONEOK Holdings in exchange for Class A Units and became the sole Class A Member of ONEOK Holdings. All debt is held at ONEOK, L.L.C. and the Class B investment is structurally subordinated to the debt.
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The Class A Units entitle ONEOK to receive total cash available for distribution after the payment of quarterly distributions to the Class B Member. The Class A Units also provide us with the right to appoint and remove all members of the board of managers of ONEOK Holdings. We also control quarterly distributions, subject to required distributions if we declare a common dividend, repurchase common stock, or otherwise return capital to public shareholders, or if a special distribution is declared by ONEOK Holdings.
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Subject to our right to approve a distribution, the Class B Units provide the Class B Member with certain quarterly distributions equal to a percentage of CFFO, payable no later than the third business day following February 15, May 15, August 15 and November 15 of each year. During the Initial Period, the Class B Member distributions are equal to 15% (or up to 20%, at our discretion) of CFFO, with the remainder distributed to us. The distribution percentage is equal to 20% of CFFO during the periods in which our leverage ratio, as defined in the Operating Agreement, exceeds 4.5 to 1. The Class B Units also provide the Class B Member with certain protective consent rights over specified actions outside the ordinary course of business of ONEOK Holdings. Such rights are limited to ONEOK Holdings and do not extend to ONEOK or ONEOK L.L.C. The Class B Units do not provide the Class B Member with a stated liquidation preference in ONEOK Holdings.
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In September 2026, we completed the following debt extinguishments with proceeds received from the ONEOK Holdings Transaction:
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(a) - In September 2026, pursuant to cash tender offers in connection with the ONEOK Holdings Transaction, we repurchased certain of our senior notes with an aggregate principal amount of $2.5 billion for total consideration of $2.0 billion, including accrued and unpaid interest. Many of the tendered notes were previously recorded at fair value upon acquisition. Therefore, net gains on debt extinguishment were not material.
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(a) - Includes cash held for acquisition, which is included within other assets on our Consolidated Balance Sheets as of September 30, 2026.
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• our ability to pay dividends, including common stock dividends and distributions on the Class B Units;
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Share sales and buybacks
Except as previously reported in our Current Report on Form 8-K filed August 31, 2026, during the three months ended September 30, 2026, we did not sell any equity securities that were not registered under the Securities Act.
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Item 6
*Schedules and certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. ONEOK agrees to provide a copy of any omitted schedule or exhibit to the SEC or its staff upon request.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Oct 28, 2026 against Item 1A of the 10-K filed Feb 24, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
Added10-Q 2026-10-28 vs 10-K 2026-02-24
There have been no material changes to the risk factors set forth in Part I, Item 1A, Risk Factors, of our Annual Report that could affect us and our business. Although we have tried to discuss key factors, our investors need to be aware that other risks may prove to be important in the future. New risks may emerge at any time, and we cannot predict such risks or estimate the extent to which they may affect our financial performance. Investors should consider carefully the discussion of risks and the other information included or incorporated by reference in this Quarterly Report, including “Forward-Looking Statements,” which are included in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
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