10-K: ONEOK's 2025 Annual: Growth, Acquisitions, & Outlook
Annual Report
ONEOK, Inc. reports significant earnings growth in 2025 driven by strategic acquisitions and higher volumes, alongside substantial capital projects and a dividend increase.
Summary
- Completed the EnLink Acquisition on January 31, 2025, issuing 41 million shares of common stock with a fair value of $4.0 billion, making EnLink a wholly-owned subsidiary.
- Experienced earnings growth across the value chain in 2025, primarily due to a full year of earnings from EnLink and Medallion, and higher NGL and natural gas processing volumes.
- Consolidated earnings were approximately 90% fee-based in 2025, reducing exposure to direct commodity price volatility.
- Increased the quarterly dividend to $1.07 per share in January 2026, a 4% increase compared to the prior year.
- Repurchased $234 million of outstanding common stock under a $2.0 billion share repurchase program as of December 31, 2025.
- Completed the Delaware Basin JV Acquisition for $941 million on May 28, 2025, making it a wholly-owned subsidiary.
- Announced plans to construct the Bighorn natural gas processing plant in the Permian Basin with 300 MMcf/d capacity, expected to cost approximately $365 million and be completed in mid-2027.
- Relocating a 150 MMcf/d processing plant to the Permian Basin from North Texas, expected to be completed in the first quarter of 2026.
- Expanding two existing facilities in the Permian Basin, providing an incremental 110 MMcf/d of processing capacity, expected to be completed in the third quarter of 2026.
- Completed the Elk Creek pipeline expansion project in 2025, increasing capacity to 435 MBbl/d and total Rocky Mountain region capacity to 575 MBbl/d.
- Formed Texas City Logistics and MBTC Pipeline joint ventures with MPLX LP in February 2025, with a total expected investment of approximately $1.0 billion and completion in early 2028.
- Announced the new approximately 450-mile, 48-inch Eiger Express Pipeline, designed to transport up to 3.7 Bcf/d of natural gas from the Permian Basin to Katy, Texas, with an expected investment of $350 million and completion in mid-2028.
- Completed the BridgeTex Additional Interest Acquisition on July 22, 2025, for approximately $270 million cash, increasing ownership interest to 60%.
- Initiated a capital project to expand Refined Products pipeline capacity to the greater Denver area, including a new 230-mile pipeline, increasing total system capacity by 35 MBbl/d, expected to be completed in mid-2026.
- Received an MSCI ESG Rating of AA and a Morningstar Sustainalytics ESG Risk Rating in the top 10% of the refiners and pipelines industry in 2025.
- Achieved reductions totaling approximately 1.8 million metric tons of the targeted 2.2 million metric tons of combined Scope 1 and Scope 2 GHG emissions by 2030 for legacy assets.
- Total indebtedness was $34.0 billion as of December 31, 2025.
- Reported a working capital deficit of $1.9 billion as of December 31, 2025, primarily due to current maturities of long-term debt and short-term borrowings.
- Increased the commercial paper program size to $3.5 billion from $2.5 billion in September 2025.
- Completed an underwritten public offering of $3.0 billion senior unsecured notes in August 2025.
- Repurchased $789 million principal amount of senior notes in the open market for $681 million, recognizing $106 million of net gains on extinguishment of debt.
- The One Big Beautiful Bill Act (OBBBA), signed July 4, 2025, is expected to reduce cash taxes beginning with the 2025 tax year by making permanent full expensing of tangible personal property and restoring EBITDA-based calculations for business interest deduction.
- The EPA issued a final rule on February 12, 2026, eliminating the 2009 GHG endangerment finding, which underpins U.S. federal regulation of GHG emissions under the Clean Air Act.
Sentiment
Score: 8
Explanation: StockSavvy.ai views this as a strong performance, marked by successful integration of major acquisitions, robust earnings growth, increased dividends, and a clear strategic pipeline of capital projects. The company's fee-based model and commitment to ESG further enhance its long-term stability, despite increased debt and a working capital deficit.
Positives
- Achieved significant earnings growth across the value chain in 2025, driven by the full-year impact of the EnLink and Medallion acquisitions and higher NGL and natural gas processing volumes.
- Maintained a highly fee-based business model, with approximately 90% of consolidated earnings being fee-based in 2025, which reduces exposure to direct commodity price volatility.
- Increased the quarterly common stock dividend by 4% to $1.07 per share in January 2026, demonstrating commitment to shareholder returns.
- Authorized a $2.0 billion share repurchase program, with $234 million already repurchased as of December 31, 2025, indicating confidence in valuation and a strategy to return capital to shareholders.
- Received strong ESG ratings, including an MSCI ESG Rating of AA and a Morningstar Sustainalytics ESG Risk Rating in the top 10% of the refiners and pipelines industry.
- Made substantial progress towards GHG emissions reduction target, achieving 1.8 million metric tons of the 2.2 million metric tons target by 2030 for legacy assets.
- Successfully integrated strategic acquisitions (EnLink, Delaware Basin JV, BridgeTex additional interest), expanding asset base and market presence in key energy regions.
- Initiated several large capital projects, including the Bighorn natural gas processing plant, Texas City Logistics export terminal, MBTC Pipeline, Eiger Express Pipeline, and the greater Denver area Refined Products pipeline expansion, all supported by long-term contracts and expected to drive future growth.
- The One Big Beautiful Bill Act (OBBBA) is expected to reduce cash taxes starting in the 2025 tax year, improving cash flow.
- Maintained investment-grade credit ratings (Baa2 by Moody's, BBB by S&P and Fitch), providing financial flexibility and access to capital markets.
- Possesses strong liquidity with $3.5 billion of available capacity under its credit agreement and a $3.5 billion commercial paper program.
Negatives
- The Natural Gas Pipelines segment experienced a decrease in earnings in 2025 compared to 2024, primarily due to the impact of an interstate pipeline divestiture in 2024, partially offset by EnLink earnings and optimization/marketing.
- Higher interest expense in 2025 resulted from increased debt balances due to 2024 and 2025 notes offerings and acquired debt.
- Reported a working capital deficit of $1.9 billion as of December 31, 2025, primarily driven by current maturities of long-term debt and short-term borrowings.
- Equity in net earnings from investments decreased by $53 million in 2025 compared to 2024, mainly due to lower earnings on BridgeTex associated with a nonrecurring recognition of deferred revenue in 2024.
Risks
- A substantial decline in drilling levels in operating regions could lead to reduced volumes and revenues.
- Unfavorable economic and market conditions, including commodity price volatility, may adversely affect operating results, demand for services, and customer payment abilities.
- Reduced volatility in energy prices or new government regulations could decrease demand for storage services.
- Dependence on third-party producers, gathering systems, refineries, and pipelines means closures, interruptions, or reduced activity at these facilities could adversely affect business.
- Operations are subject to operational hazards and unforeseen interruptions (e.g., leaks, equipment failure, severe weather, cybersecurity attacks, geopolitical events) for which insurance may be inadequate.
- Continued development of supply sources outside operating regions could impact demand for services in current areas.
- Incomplete hedging against commodity price risk or interest rate risk could result in decreased revenues, increased costs, and lower margins.
- A breach of information security, including a cybersecurity attack, or failure of key IT/operational systems could adversely affect operations, financial results, or reputation.
- Terrorist attacks, including cyber sabotage, aimed at facilities could disrupt business and cause significant costs.
- Scrutiny and conflicting stakeholder expectations regarding ESG issues, including climate change, may impact business, potentially leading to reduced demand for hydrocarbon products or increased capital costs.
- Physical impacts of climate change, such as extreme weather, could increase operating costs and damage assets.
- Construction of new facilities or modifications to existing ones involve risks such as cost overruns, project delays, regulatory/environmental uncertainties, and the possibility that anticipated growth in supply or demand may not materialize.
- Inaccurate estimates of hydrocarbon reserves could lead to lower than anticipated volumes.
- Competition for supply may result in significant levels of excess capacity on pipelines, processing, fractionation, terminal, and storage assets.
- Aging assets may lead to increased maintenance or remediation expenditures and a higher risk of product releases.
- Operating cash flows are partially derived from unconsolidated affiliates, and the company may be unable to unilaterally determine their cash distribution policies.
- Participation in joint ventures means the company may be unable to cause certain actions without the agreement of other participants.
- Reliance on others to provide administrative, operating, and management services for certain joint-venture assets could adversely affect business.
- The ability to use net operating losses and certain other tax attributes to offset future taxable income may be limited by factors such as future ownership changes.
- Business is subject to extensive regulatory oversight and potential penalties, including rate regulation and challenges by shippers.
- Increased regulation of exploration and production activities, such as hydraulic fracturing, could reduce drilling and natural gas/crude oil supply.
- Compliance with GHG emissions regulations, including potential future Methane Fees, could result in significant costs.
- Operations are subject to federal and state environmental laws and regulations, which may expose the company to significant costs and liabilities.
- Changes in interest rates could adversely affect the business due to both fixed and variable rate debt exposure.
- Any reduction in credit ratings could increase borrowing costs and decrease access to funding sources.
- Substantial indebtedness and guarantee obligations could impair financial condition and ability to fulfill obligations.
- Mergers, acquisitions, and other significant transactions involve risks such as inaccurate assumptions, integration difficulties, increased debt, and unknown liabilities.
- Difficulties in recruiting and retaining a skilled executive team and workforce could impair the ability to implement business strategy.
- Risk of employee or director misconduct, including noncompliance with regulatory standards.
- Impairment of goodwill, long-lived assets, including intangible assets, and equity-method investments could reduce earnings.
- The cost of providing pension and postretirement health care benefits is subject to changes in pension fund values and changing demographics.
- Failure to maintain an effective system of internal controls could lead to inaccurate financial reporting or fraud.
Future Outlook
The company expects internally generated cash flows to sufficiently fund high-return capital projects, grow its dividend, reduce debt, and fund its $2.0 billion share repurchase program. It aims for consistent and strong returns on invested capital. Total capital expenditures are expected to be $2.7 $3.2 billion in 2026. Key projects like the Bighorn plant are expected by mid-2027, Texas City Logistics and MBTC Pipeline by early 2028, Eiger Express Pipeline by mid-2028, and the Denver pipeline expansion by mid-2026. The One Big Beautiful Bill Act (OBBBA) is anticipated to reduce cash taxes starting in 2025. The company plans further GHG emissions reductions in 2026 through improved methane management and system optimization without material capital expenditures.
Management Comments
- "We continue to focus on maintaining prudent financial strength and flexibility."
- "Our extensive and integrated assets are located in, and connected with, some of the most productive shale basins, as well as refineries and demand centers, in the United States."
- "Although the energy industry has experienced many commodity cycles, we have positioned ourselves to reduce exposure to direct commodity price volatility."
- "We believe our assets are located strategically, connecting diverse supply areas to market and demand centers."
- "Management does not believe that, based on currently known information, a material risk of noncompliance with these laws and regulations exists that will adversely affect our consolidated results of operations, financial condition or cash flows." (Regarding regulatory, environmental, and safety matters)
- "We believe the reasonably possible losses from such proceedings, individually and in the aggregate, are not material." (Regarding legal proceedings)
- "We do not expect a working capital deficit of this nature to have a material adverse impact to our cash flows or operations."
- "We expect our cash flows from operations to continue to sufficiently fund our cash dividends."
Industry Context
StockSavvy.ai notes that ONEOK's strategic focus on expanding its midstream services, particularly through significant acquisitions like EnLink and Medallion, aligns with the ongoing demand for robust energy infrastructure in North America. The company's operations in key shale basins (Permian, Mid-Continent, Rocky Mountain) and its investments in export terminals and new pipelines reflect a broader industry trend towards enhancing connectivity and capacity to meet both domestic and international energy demand. The high proportion of fee-based earnings (90%) positions ONEOK favorably to mitigate the inherent commodity price volatility common in the energy sector, offering a more stable revenue profile compared to upstream counterparts.
Comparison to Industry Standards
- Received an MSCI ESG Rating of AA, and its ESG Risk Rating, as assessed by Morningstar Sustainalytics, was in the top 10% of the refiners and pipelines industry, indicating strong performance in sustainability compared to peers.
- ONEOK's common stock performance from December 31, 2020, to December 31, 2025, showed a cumulative total return of $256.81 (from a $100 investment), outperforming the S&P 500 Index ($196.16) and the S&P 500 Energy Index ($290.53) over the same period.
- However, ONEOK's common stock underperformed its specific peer group, which includes companies like Antero Midstream Corp., Energy Transfer LP, Enterprise Products Partners L.P., Kinder Morgan, Inc., Kinetik Holdings Inc., MPLX LP, Plains All American Pipeline, L.P., Targa Resources Corp., Western Midstream Partners, LP, and The Williams Companies, Inc., which collectively yielded a cumulative total return of $337.09 over the same period.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Executive Vice President and Chief Commercial Officer | Executive Vice President, Commercial Liquids and Gathering and Processing | Sheridan C. Swords | 2025 | Promotion/Reassignment |
| Executive Vice President and Chief Operating Officer | President and Chief Executive Officer, Medallion Midstream, LLC | Randy N. Lentz | 2025 | Promotion/Reassignment following Medallion Acquisition |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Amendment to Governing Documents | Amended and Restated Certificate of Incorporation of ONEOK, Inc., dated April 28, 2025. | April 28, 2025 | Updates the company's foundational corporate governance document. |
| New Equity Incentive Plan | Shareholders approved the 2025 Equity Incentive Plan (2025 EIP) in May 2025, replacing the previous 2018 EIP. | May 2025 | Authorizes new equity awards for employees and non-employee directors under updated terms. |
| Amendment to Deferred Compensation Plan | Amended and Restated Deferred Compensation Plan for Non-Employee Directors, effective May 22, 2024. | May 22, 2024 | Updates the terms for non-employee directors to defer compensation. |
| Amendment to Nonqualified Deferred Compensation Plan | Amended and Restated 2020 Nonqualified Deferred Compensation Plan, effective January 1, 2025. | January 1, 2025 | Updates the terms for a select group of management and highly compensated employees to defer compensation. |
| Amendment to Incentive Plan | Amended and Restated Annual Officer Incentive Plan, effective November 6, 2024. | November 6, 2024 | Updates the framework for annual incentive awards for officers. |
| New Policy Adoption | Adopted a Compensation Recoupment Policy (Clawback Policy) effective October 2, 2023, to comply with NYSE rules and for discretionary recovery in cases of misconduct. | October 2, 2023 | Enhances corporate accountability and aligns with regulatory requirements for executive compensation. |
| Policy Adoption | Adopted insider trading policies and procedures governing the purchase, sale, and other disposition of securities by directors, officers, and employees. | February 18, 2026 | Aims to prevent improper trading on material, nonpublic information and protect the company's reputation. |
Legal Proceedings
- The company is a party to various legal proceedings that have arisen in the normal course of operations. While the results cannot be predicted with certainty, the reasonably possible losses from such proceedings, individually and in the aggregate, are not material.
- The probable final outcome of such proceedings is not expected to have a material adverse effect on consolidated results of operations, financial position, or cash flows.
Related Party Transactions
- Sales of NGLs from the Natural Gas Gathering and Processing segment are primarily made to the affiliate in the Natural Gas Liquids segment.
- Sales of NGLs from the Natural Gas Liquids segment are made to the affiliate in the Refined Products and Crude segment.
- ONEOK, ONEOK Partners, the Intermediate Partnership, Magellan, EnLink, and EnLink Partners have cross guarantees in place for ONEOK's and ONEOK Partners' indebtedness.
- The company has agreements with unconsolidated affiliates, including Overland Pass, Matterhorn, and Northern Border, which provide for distributions and reimbursement for management services and certain operating costs.
Stakeholder Impact
- **Shareholders**: Benefited from a 4% increase in quarterly dividends and an ongoing $2.0 billion share repurchase program, indicating a commitment to returning capital. Strategic acquisitions and capital projects aim to drive long-term value creation.
- **Employees**: Provided with comprehensive health and welfare benefits, personal and professional development opportunities, and retirement plans (401(k) with matching and profit-sharing, defined benefit pension plans). Subject to strict insider trading and clawback policies.
- **Customers**: Benefit from expanded and integrated midstream services, increased capacity, and enhanced connectivity to demand centers, supported by long-term, primarily fee-based contracts.
- **Communities**: Positively impacted by the company's commitment to a 'zero-incident culture' and environmental responsibility, as well as through volunteer opportunities and charitable giving via the ONEOK Foundation.
- **Creditors**: Debt is rated investment-grade, but substantial indebtedness means increased borrowing costs could arise if credit ratings are downgraded. Cross guarantees provide some security for certain debt holders.
- **Regulatory Bodies**: The company is subject to extensive federal and state regulations, with ongoing compliance efforts and potential for future legislative changes impacting operations and costs.
Next Steps
- Completion of the relocation of a 150 MMcf/d processing plant to the Permian Basin from North Texas in the first quarter of 2026.
- Completion of the greater Denver area Refined Products pipeline expansion project in mid-2026.
- Completion of the first phase of the Medford fractionator rebuild project in the fourth quarter of 2026.
- Completion of the second phase of the Medford fractionator rebuild project in the first quarter of 2027.
- Completion of the Bighorn natural gas processing plant in the Permian Basin in mid-2027.
- Completion of the Texas City Logistics export terminal and MBTC Pipeline joint ventures in early 2028.
- Completion of the Eiger Express Pipeline in mid-2028.
- Completion of the first phase of the Jefferson Island Storage Hub expansion in the second half of 2028.
- Completion of the second phase of the Jefferson Island Storage Hub expansion in early 2029.
- Continued efforts towards further reductions in GHG emissions in 2026 through improved methane management practices and system optimization.
- Expected total capital expenditures of $2.7 $3.2 billion in 2026.
Key Dates
| Date | Description |
|---|---|
| May 22, 2024 | Amended and Restated Deferred Compensation Plan for Non-Employee Directors became effective. |
| November 6, 2024 | Amended and Restated Annual Officer Incentive Plan became effective. |
| January 1, 2025 | Amended and Restated 2020 Nonqualified Deferred Compensation Plan became effective. |
| January 31, 2025 | Completed the EnLink Acquisition, making EnLink a wholly-owned subsidiary. |
| February 2025 | Announced definitive agreements to form Texas City Logistics and MBTC Pipeline joint ventures with MPLX LP. |
| February 2025 | Amended and restated the $2.5 Billion Credit Agreement to increase its size to $3.5 billion and extend its term to February 2030. |
| May 28, 2025 | Completed the Delaware Basin JV Acquisition, making it a wholly-owned subsidiary. |
| May 2025 | Shareholders approved the 2025 Equity Incentive Plan (2025 EIP). |
| July 4, 2025 | The One Big Beautiful Bill Act (OBBBA) was signed into law. |
| July 22, 2025 | Completed the BridgeTex Additional Interest Acquisition, increasing ownership to 60%. |
| August 2025 | Announced plans to construct the Bighorn natural gas processing plant in the Permian Basin. |
| August 2025 | Completed an underwritten public offering of $3.0 billion senior unsecured notes. |
| September 2025 | Increased the size of the commercial paper program to $3.5 billion from $2.5 billion. |
| November 2025 | Cybersecurity Implementation Plan was last approved. |
| December 2025 | Completed the acquisition of a system of gas gathering assets, extending the leverage ratio covenant under the $3.5 Billion Credit Agreement. |
| December 30, 2025 | PHMSA penalty amounts for pipeline safety regulations were adjusted for inflation. |
| December 31, 2025 | Fiscal year ended. |
| January 2026 | Board of Directors increased the quarterly dividend to $1.07 per share. |
| January 2026 | Completed the 2025 annual review of pipeline facilities according to TSA security guidelines. |
| February 12, 2026 | The EPA issued a final rule eliminating the 2009 GHG endangerment finding. |
| February 13, 2026 | Quarterly common stock dividend of $1.07 per share was paid. |
| February 16, 2026 | Date of the Annual Report on Form 10-K filing. |
Recommendation
buyThe company demonstrates strong financial performance in 2025, driven by successful strategic acquisitions and organic growth in key segments. The 4% dividend increase and ongoing share repurchase program signal confidence in future cash flows and commitment to shareholder returns. Significant capital projects are underway, supported by long-term contracts, which are expected to drive sustained growth and further integrate its extensive asset base. While debt levels are notable, the company maintains investment-grade credit ratings and sufficient liquidity. The fee-based nature of 90% of its earnings provides a degree of insulation from commodity price volatility, making it an an attractive long-term investment in the midstream energy sector.
Keywords
Midstream, Energy Infrastructure, Natural Gas, NGLs, Refined Products, Crude Oil, Pipelines, Processing, Fractionation, Storage, Acquisitions, Capital Projects, ESG, Dividends, Share Repurchase, 10-K, ONEOK, OKE, Permian Basin, Rocky Mountain, Mid-Continent, Gulf Coast, Energy Transfer, Kinder Morgan, MPLX
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