ONEOK INC /NEW/ — Form 8-K12B

ONEOK, Inc. (OKE, $51.1B market cap) executed a merger agreement dated September 9, 2026, whereby the company merged with and into Falcon Merger Sub, LLC, with OKE becoming a wholly-owned subsidiary (surviving entity renamed ONEOK, LLC) and Falcon TopCo, Inc. (newly formed parent) becoming the holding company parent. Each share of OKE common stock (630.4M shares outstanding as of August 31, 2026) converts 1:1 into Falcon TopCo common stock; preferred stock treatment mirrors common stock. The merger qualifies as a tax-free reorganization under IRC §368(a)(1)(F). Simultaneously, ONEOK Holdings LLC (a Delaware LLC formed August 17, 2026) received a $9B capital contribution from AP Falcon Holdings LLC (Sponsor) and ONEOK's contributed interests, creating a parallel ownership structure with Class A (ONEOK) and Class B (Sponsor) units. The effective time was September 10, 2026, at 6:30 a.m. Central Time.