ONEOK has a $4,425,000,000 Brazos deal, Class B, and tenders. None closed.

ONEOK signed two agreements and started tenders. None of that is closed.

The 8-K is a stack of paper, not a close. The Date of Report is August 28, 2026. The filing was accepted at 17:09:01 Eastern on August 31. The press release is dated August 30 and is furnished as Exhibit 99.1. Those clocks are not interchangeable.

The Brazos purchase, still in HSR

The purchaser is ONEOK Rockies Midstream, L.L.C., a Delaware limited liability company and a wholly owned subsidiary of ONEOK. The seller is Brazos Midstream Holdings III, LLC, a Delaware limited liability company. The target is 100% of the issued and outstanding membership interests of Brazos Midland, LLC, a Texas limited liability company.

The 8-K prints the Base Purchase Price as $4,425,000,000 cash. That figure is subject to customary closing and post-closing adjustments for, among other things, effective time net working capital relative to an agreed working capital target, effective time cash, effective time indebtedness, closing net leakage, closing transaction expenses, and closing paid interim transaction expenses. The press release prints $4.425 billion. That is the same cash, in a different print. It is not a second price.

Consummation of the Acquisition is subject to customary conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The 8-K leaves that waiting period outstanding. HSR remains a condition, not a clearance.

Exhibit 99.1 says the Brazos Midland acquisition is expected to close in the fourth quarter of 2026 and has been unanimously approved by ONEOK's Board of Directors. That is an issuer expectation. It is not a close.

The acres, the rigs, the processing capacity, the multiple, and the synergy dollars in that release are issuer estimates and forward-looking statements. The release sizes dedicated acreage at approximately 600,000 acres under long-term fixed-fee contracts with a weighted average remaining term of more than 12 years, currently supported by 14 active drilling rigs. After Cassidy II, expected in the third quarter of 2027, it sizes Brazos Midland at approximately 700 miles of gathering and 1.2 billion cubic feet per day of processing capacity. Combined Midland Basin processing capacity, including plants under construction, is approximately 2.3 Bcf/d, the company said. It implies a multiple of approximately 7.5 times estimated 2027 EBITDA, inclusive of approximately $80 million of full-year synergies. Those are ONEOK's estimates. They are not 8-K closing conditions, and they are not results.

Class B is not common stock

The Contribution Agreement is dated August 28, 2026. The investor is AP Falcon Holdings LLC, a Delaware limited liability company and an affiliate of Apollo Global Management, Inc. Apollo is not the buyer of ONEOK on this 8-K. The contribution is not closed.

The contract provides for three contributions. Investor contributes $9 billion of cash to ONEOK Holdings, L.L.C. for 900,000,000 Class B Units. Falcon TopCo contributes 100% of the equity interests of ONEOK, L.L.C. to Holdings in exchange for 6,023,076,923 Class A Units. Holdings contributes $9 billion of cash to ONEOK, L.L.C.

Closing is contemplated on the later of the first business day after all conditions are satisfied or waived and September 10, 2026, or another date Falcon TopCo and Investor agree in writing. Falcon TopCo or Investor may terminate if Closing has not occurred on or before the 60th day after the Execution Date, or if a final, nonappealable governmental order permanently restrains, enjoins, or prohibits the transaction or makes it illegal. Closing is also subject to consummation of the Reorganization. The 8-K does not print a close.

The Class B Units will be issued in reliance on Securities Act Section 4(a)(2) as a transaction by an issuer not involving any public offering. Item 3.02 incorporates that issuance. Exhibit 99.1 says the structure funds the acquisition and approximately $5 billion of debt extinguishment with no issuance of common equity. Class B is not common stock. It is not a NYSE listing. It is not a second OKE share class for the public tape.

Governance sits with Class A. The Holdings board consists of three managers, all appointed by the Class A Member, which has sole removal and vacancy-filling authority. The Class B Member has a consent right over specified actions by Holdings or, if applicable, its subsidiaries. That consent right is not a board seat. Exhibit 99.1 says the Class B interest has no board representation.

The 8-K Operating Agreement terms print a Base Return on the Class B Units of 7.01% per annum, increasing to 7.35% beginning after the 9th anniversary of closing and 7.85% beginning after the 14th anniversary of closing, through the rest of the investment. Exhibit 99.1 prints a different object: an internal rate of return capped at 7.0% for the first nine years, then a target IRR that steps to 7.35% in year 10 and 7.85% in year 15.

Those are two clocks and two labels. 7.01% is not 7.0%. The 8-K steps after anniversaries of closing. The press steps in year 10 and year 15. They are not averaged here.

Until the Class B outstanding balance is reduced to $200 million, for any quarter Holdings makes a distribution, the Class B Member is entitled to 15% of ONEOK's consolidated cash flow from operations, which the Class A Member may elect to increase to an amount up to 20%, and which will be 20% if ONEOK's leverage ratio exceeds 4.50:1.00. After that Initial Period, Class B is entitled to $3.25 million per quarter, increasing to $6.5 million per quarter on and after the 15th anniversary of the Execution Date. Holdings may make quarterly distributions no later than the third business day following each of February 15, May 15, August 15, and November 15, at the sole discretion of the board other than in connection with a Distribution Trigger. Unpaid amounts become deferred distribution balances.

The 8-K says Investor delivered an equity commitment letter sufficient to fund the full $9 billion contribution and Investor's required fees, costs, and expenses. It is contemplated that those proceeds will be used for the Brazos Acquisition and the extinguishment of approximately $5 billion of certain outstanding indebtedness of ONEOK and its subsidiaries. Exhibit 99.1 separately says ONEOK intends to repay, at or shortly following closing of the minority equity investment, its $1.2 billion term loan and to exercise make-whole calls on certain series of senior notes, and that it expects pro forma 2027 leverage of approximately 3.25 times debt-to-EBITDA. Approximately 3.25 times is an issuer estimate. It is not a rating-agency action, and it is not a close.

The reorganization and the tenders

As part of the Transaction, ONEOK will implement a holding-company reorganization. ONEOK merges with and into Falcon Merger Sub, L.L.C., a newly formed Oklahoma limited liability company and wholly owned subsidiary of Falcon TopCo, with Falcon Merger Sub surviving and being renamed ONEOK, L.L.C. Upon effectiveness, Falcon TopCo becomes the successor issuer and is renamed ONEOK, Inc.

Each share of ONEOK common stock, par value $0.01, outstanding immediately prior to the Reorganization would automatically convert into an equivalent corresponding share of Falcon TopCo common stock, par value $0.01, with the same designations, rights, powers, and preferences. The Reorganization would be conducted under Section 1081.G of the Oklahoma General Corporation Act, which provides for the formation of a holding company without a vote of the stockholders of the constituent corporation. The conversion would occur automatically without action by existing securityholders. Following consummation, Falcon TopCo common stock would continue to trade on the New York Stock Exchange on an uninterrupted basis under the symbol OKE with a new CUSIP number. Immediately after, Falcon TopCo would have, on a consolidated basis, the same directors, assets, businesses, and operations as ONEOK had immediately prior. The 8-K does not print the new CUSIP.

On August 31, 2026, ONEOK commenced cash tender offers of its outstanding debt securities of the 20 series listed in the Offer to Purchase dated August 30, 2026, subject to certain conditions. The 8-K says the Tender Offers form part of the previously announced repayment plan to repurchase or repay $5 billion of ONEOK's senior debt. This Current Report on Form 8-K does not constitute an offer to tender for, or purchase, any Notes or any other security, nor does it constitute an offer to sell or the solicitation of an offer to buy any security. Item 7.01 furnishes a separate August 30 press release as Exhibit 99.2 announcing commencement. That exhibit is not used here for tender prices.

ONEOK hosted a conference call at 9 a.m. Eastern on August 31, 2026. That call already ran. Exhibit 99.1 is furnished, not deemed filed for Exchange Act Section 18, and is not incorporated by reference except as expressly set forth by specific reference in a filing.

The next fact that would change the object is a close of the Brazos purchase, a close of the Contribution Agreement, or a later filing that says the conditions will not be met.