Item 1.01 Entry into a Material Definitive Agreement

On June 11, 2020, ONEOK, Inc., an Oklahoma corporation (the "Company"), entered into an underwriting agreement (the "Underwriting Agreement") with Barclays Capital Inc., J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as representatives of the several underwriters named therein (the "Underwriters"), with respect to a public underwritten offering of 29,900,000 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), which includes the exercise in full by the Underwriters of their option to purchase up to 3,900,000 additional shares of Common Stock from the Company, pursuant to the Company's existing effective shelf registration statement on Form S-3 (Registration No. 333-219186), filed on July 6, 2017, as supplemented by the prospectus supplement dated June 11, 2020.

The Company intends to use the net proceeds from the public offering for general corporate purposes, which may include repaying a portion of the Company's outstanding indebtedness and the funding of capital expenditures.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated by reference herein.

A copy of the opinion of GableGotwals relating to the validity of the issuance of shares of the Company's Common Stock pursuant to the Underwriting Agreement is also filed herewith as Exhibit 5.1.

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on June 11, 2020, attached hereto as Exhibit 99.1, announcing the pricing of the shares of Common Stock to be sold in the public offering. This information is not deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any registration statement under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits


 Exhibit
   No.                                       Description

    1.1            Underwriting Agreement, dated June 11, 2020, among ONEOK, Inc.,
                 and Barclays Capital Inc., J.P. Morgan Securities LLC and Citigroup
                 Global Markets Inc., as representatives of the several underwriters
                 named therein.

    5.1            Opinion of GableGotwals.

   23.1            Consent of GableGotwals (included in Exhibit 5.1 hereto).

   99.1            Press release of ONEOK, Inc. announcing the pricing of the Common
                 Stock.

   104           Cover Page Interactive Data File - the cover page XBRL tags are
                 embedded within the Inline XBRL document (contained in Exhibit 101).

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