Form 4: ONEOK CEO Pierce Norton Reports Acquisition of Shares Under Employee Stock Award Program

ONEOK Inc.'s President and CEO, Pierce Norton, reported the acquisition of 14 shares of common stock through an employee stock award program, with 7 shares subsequently withheld for tax purposes, bringing his direct beneficial ownership to 117,712.231 shares.

Summary

• Pierce Norton, President and Chief Executive Officer of ONEOK Inc. (OKE), acquired 14 shares of common stock on June 13, 2025.
• These shares were issued under the ONEOK, Inc. 2025 Employee Stock Award Program (2025 ESAP) at a price of $83.75 per share.
• The award was a discretionary grant approved by the Board of Directors following shareholder approval of the 2025 ESAP, based on the attainment of 14 share price milestones between November 7, 2024, and November 22, 2024.
• Concurrently, 7 shares were disposed of (withheld) at $83.75 per share to cover withholding taxes related to the issuance.
• Following these transactions, Mr. Norton's direct beneficial ownership of ONEOK common stock stands at 117,712.231 shares.

Sentiment

Score: 7

Explanation: The document reports a routine executive stock award, indicating positive performance-based compensation and alignment of executive interests with shareholders. The withholding of shares for taxes is a standard procedure and not negative.

Positives

• The reporting person, a key executive and director, received an award of 14 shares of common stock, indicating performance-based compensation.
• The award was made under the 2025 Employee Stock Award Program (ESAP), which was approved by shareholders, aligning executive incentives with shareholder interests.
• The award was tied to the attainment of 14 specific share price milestones, suggesting positive stock performance during the measurement period (November 7, 2024, to November 22, 2024).

Negatives

• 7 shares were withheld to satisfy tax obligations, reducing the net shares received by the executive.

Future Outlook

NA

Management Comments

• "The reporting person was issued 14 shares of the Issuer's common stock (the Issuance) pursuant to the ONEOK, Inc. 2025 Employee Stock Award Program (2025 ESAP)."
• "Following shareholder approval of the 2025 ESAP at the Issuer's 2025 Annual Meeting of Shareholders, the Issuer's Board of Directors approved discretionary awards to eligible employees of one share for each of the 14 share price milestones attained between November 7, 2024 and November 22, 2024, for which no shares were awarded under Issuer's prior employee stock award program due to insufficient shares."
• "Reflects shares of Issuer's common stock withheld to satisfy withholding taxes due in connection with the Issuance."

Industry Context

This Form 4 filing reflects routine executive compensation practices within the energy infrastructure sector, where performance-based stock awards are common to align management incentives with company performance and shareholder value. The specific details of the 2025 ESAP and its link to share price milestones indicate a focus on market-based performance metrics, a common trend in executive compensation across various industries.

Comparison to Industry Standards

• The use of an Employee Stock Award Program (ESAP) tied to share price milestones is a standard practice in executive compensation across publicly traded companies, including those in the energy sector like Kinder Morgan (KMI) or Enterprise Products Partners (EPD), which often utilize similar long-term incentive plans to reward executives for achieving performance targets and increasing shareholder value.
• The withholding of shares to cover tax obligations upon vesting or issuance of equity awards is a common and standard procedure for executive compensation plans, ensuring compliance with tax laws.

Stakeholder Impact

• Shareholders: The issuance of shares under an ESAP, approved by shareholders, aligns executive incentives with shareholder value creation, potentially benefiting shareholders through improved company performance. The withholding of shares for taxes is a standard practice and has minimal direct impact on other shareholders.
• Employees: The existence of an Employee Stock Award Program (ESAP) suggests a broader framework for employee incentives, potentially boosting morale and retention.

Next Steps

• Continued beneficial ownership by the reporting person.

Key Dates

Recommendation

Keywords

ONEOK Inc., OKE, SEC Form 4, Insider Trading, Stock Award, Employee Stock Award Program, Executive Compensation, Common Stock, Shareholder Approval, Director, CEO, Pierce Norton