{"filing":{"accession_number":"0001193125-26-377023","cik":"0001039684","ticker":"OKE","company_name":"ONEOK INC /NEW/","form":"8-K","filing_date":"2026-08-31","report_date":"2026-08-28","primary_document":"d405989d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1039684/000119312526377023/d405989d8k.htm"},"events":[{"id":30682,"run_id":28129,"accession_number":"0001193125-26-377023","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.97,"summary":"ONEOK entered into a definitive agreement to acquire Brazos Midstream's Permian Midland Basin assets for $4.425 billion, funded by a $9 billion minority equity investment from Apollo Global Management and $5 billion of debt extinguishment. The transaction includes a holding company reorganization and concurrent debt tender offers, materially expanding ONEOK's Permian Basin platform and restructuring its capital.","company_name":"ONEOK INC /NEW/","ticker":"OKE","filing_date":"2026-08-31","form":"8-K","submitted_at":null,"items":[{"id":33351,"accession_number":"0001193125-26-377023","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"ONEOK entered into a material definitive contribution agreement with Apollo Global Management on August 28, 2026, involving a $9 billion minority equity investment in exchange for Class B Units in a newly formed holding company. This transaction is coupled with ONEOK's acquisition of Brazos Midstream's Permian Midland Basin assets for $4.425 billion, funded by the Apollo investment and $5 billion of debt extinguishment. The contribution agreement is a material definitive agreement under Item 1.01 that restructures ONEOK's capital structure and funds a significant acquisition, directly affecting the registrant's financial position and strategic direction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-31T21:11:55.710963+00:00","company_name":"","ticker":null,"filing_date":""},{"id":33353,"accession_number":"0001193125-26-377023","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"ONEOK announced entry into a definitive agreement to acquire Brazos Midstream's Permian Midland Basin assets for $4.425 billion, funded by a $9 billion minority equity investment from Apollo and $5 billion of debt extinguishment. This is a material acquisition disclosed under Item 7.01 (Regulation FD Disclosure) via press release, representing a significant strategic transaction that increases ONEOK's Permian Basin platform, is immediately accretive to earnings and free cash flow per share, and materially affects the company's capital structure and leverage profile.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-31T21:11:55.710963+00:00","company_name":"","ticker":null,"filing_date":""},{"id":33354,"accession_number":"0001193125-26-377023","item_number":"8.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 8.01 disclosure centers on three material transactions: (1) a holding company reorganization where ONEOK merges into Falcon Merger Sub with Falcon TopCo becoming the successor issuer; (2) commencement of cash tender offers for $5 billion of senior debt; and (3) execution of a definitive agreement to acquire Brazos Midstream's Permian Midland Basin assets for $4.425 billion, funded by a $9 billion minority equity investment from Apollo. The Brazos acquisition is the principal disclosed event—a material acquisition of midstream assets representing significant strategic expansion. The reorganization and debt tender offers are ancillary financing and structural mechanisms supporting the acquisition.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-31T21:11:55.710963+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":30683,"run_id":28129,"accession_number":"0001193125-26-377023","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"ONEOK issued $9 billion of Class A and Class B Units in ONEOK Holdings, L.L.C. to Apollo funds in an unregistered private placement under Section 4(a)(2) of the Securities Act, representing a substantial minority equity investment that funds the Brazos acquisition and debt reduction.","company_name":"ONEOK INC /NEW/","ticker":"OKE","filing_date":"2026-08-31","form":"8-K","submitted_at":null,"items":[{"id":33352,"accession_number":"0001193125-26-377023","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses an unregistered sale of equity securities under Section 4(a)(2) of the Securities Act. The filing describes a $9 billion minority equity investment by Apollo funds in ONEOK Holdings, L.L.C., structured as Class A and Class B Units. Although the investment is nonvoting and subordinate to debt, it represents a substantial dilutive equity issuance that funds a major acquisition and debt reduction, materially affecting ONEOK's capital structure and shareholder economics.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-31T21:11:55.710963+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":33351,"accession_number":"0001193125-26-377023","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"ONEOK entered into a material definitive contribution agreement with Apollo Global Management on August 28, 2026, involving a $9 billion minority equity investment in exchange for Class B Units in a newly formed holding company. This transaction is coupled with ONEOK's acquisition of Brazos Midstream's Permian Midland Basin assets for $4.425 billion, funded by the Apollo investment and $5 billion of debt extinguishment. The contribution agreement is a material definitive agreement under Item 1.01 that restructures ONEOK's capital structure and funds a significant acquisition, directly affecting the registrant's financial position and strategic direction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-31T21:11:55.710963+00:00","company_name":"ONEOK INC /NEW/","ticker":"OKE","filing_date":"2026-08-31"},{"id":33352,"accession_number":"0001193125-26-377023","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses an unregistered sale of equity securities under Section 4(a)(2) of the Securities Act. The filing describes a $9 billion minority equity investment by Apollo funds in ONEOK Holdings, L.L.C., structured as Class A and Class B Units. Although the investment is nonvoting and subordinate to debt, it represents a substantial dilutive equity issuance that funds a major acquisition and debt reduction, materially affecting ONEOK's capital structure and shareholder economics.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-31T21:11:55.710963+00:00","company_name":"ONEOK INC /NEW/","ticker":"OKE","filing_date":"2026-08-31"},{"id":33353,"accession_number":"0001193125-26-377023","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"ONEOK announced entry into a definitive agreement to acquire Brazos Midstream's Permian Midland Basin assets for $4.425 billion, funded by a $9 billion minority equity investment from Apollo and $5 billion of debt extinguishment. This is a material acquisition disclosed under Item 7.01 (Regulation FD Disclosure) via press release, representing a significant strategic transaction that increases ONEOK's Permian Basin platform, is immediately accretive to earnings and free cash flow per share, and materially affects the company's capital structure and leverage profile.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-31T21:11:55.710963+00:00","company_name":"ONEOK INC /NEW/","ticker":"OKE","filing_date":"2026-08-31"},{"id":33354,"accession_number":"0001193125-26-377023","item_number":"8.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 8.01 disclosure centers on three material transactions: (1) a holding company reorganization where ONEOK merges into Falcon Merger Sub with Falcon TopCo becoming the successor issuer; (2) commencement of cash tender offers for $5 billion of senior debt; and (3) execution of a definitive agreement to acquire Brazos Midstream's Permian Midland Basin assets for $4.425 billion, funded by a $9 billion minority equity investment from Apollo. The Brazos acquisition is the principal disclosed event—a material acquisition of midstream assets representing significant strategic expansion. The reorganization and debt tender offers are ancillary financing and structural mechanisms supporting the acquisition.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-31T21:11:55.710963+00:00","company_name":"ONEOK INC /NEW/","ticker":"OKE","filing_date":"2026-08-31"}]}