OKE: Material agreement · Unregistered securities sale · Company disclosure · Other company developments

Item 1.01 Entry into a Material Definitive Agreement. On August 28, 2026, ONEOK, Inc. (“ONEOK”), Falcon TopCo, Inc. (“Falcon TopCo”), a direct wholly owned subsidiary of ONEOK, ONEOK Holdings, L.L.C. (“Holdings” and together with ONEOK and Falcon TopCo, the “ONEOK Parties”), an indirect wholly owned subsidiary of ONEOK, and AP Falcon Holdings LLC, a Delaware limited liability company and an affiliate of Apollo Global Management, Inc. (“Investor” and together with the ONEOK Parties, the “Parties”), entered into a contribution agreement (the “Contribution Agreement” and the transactions contemplated thereby, the “Transaction”). Among other things, the Contribution Agreement provides for: (i) the contribution by Investor of $9 billion of cash to Holdings for 900,000,000 Class B Units in Holdings (the “Class B Units” and the holder of such units, the “Class B Member”); (ii) the contribution by Falcon TopCo of 100% of the equity interests of ONEOK, L.L.C. (as described in Item 8.01) to Holdings in exchange for 6,023,076,923 Class A Units in Holdings (the “Class A Units” and the holder of such units, the “Class A Member”); and (iii) the contribution by Holdings of $9 billion of cash to ONEOK, L.L.C. The Contribution Agreement includes customary representations and warranties by Falcon TopCo, ONEOK and Investor and covenants of the Parties, and the consummation of the Transaction (the “Closing”) is subject to customary conditions, including, among other things, the consummation of the Reorganization (as defined below). The Contribution Agreement also contains specified termination provisions, including, among others, a provision allowing Falcon TopCo or Investor to terminate the Contribution Agreement if (a) the Closing has not occurred on or before the 60th day after the Exec