EnLink Midstream LLC Common Units representing Limited Partner Interests

Item 1A. Risk Factors

In addition to the information about rset forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Commission on February 21, 2024. The risks described in this report and our Annual Report on Form 10-K are not our only risk factors does not differ materially from that set forth in Part I, Item 1A. Risk Factors of os. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also could materially adversely affect our business, financial condition, or operating results.

We have added the following risk factors related to the GIP/ONEOK Transaction, which could have a material adverse effect on our business.

ONEOK owns 43.8% of ENLCs outstanding common units as of October 15, 2024 and controls the Managing Member, which has sole responsibility for conducting our business and managing our operations. Our Managing Member and its affiliates, including ONEOK, have conflicts of interest with us and limited duties to us and may favor their own interests to your detriment.

ONEOK owns and controls the Managing Member and appoints all of the directors of the Managing Member. Some of the directors of the Managing Member, including directors with a majority of voting power, are also directors and/or officers of ONEOK. Although the Managing Member has a duty to manage us in a manner it subjectively believes to be in, or not opposed to, our best interests, the directors and officers of the Managing Member also have a duty to manage the Managing Member in a manner that is in the best interests of ONEOK, in its capacity as the sole member of the Managing Member. Conflicts of interest may arise between ONEOK and its affiliates, including the Managing Member, on the one hand, and us and our unitholders, on the other hand. In resolving these conflicts of interest, the Managing Member may favor its own interests and the interests of its affiliates over the interests of our unitholders. These conflicts include, among others, the following situations:

neither our operating agreement nor any other agreement requires ONEOK to pursue a business strategy that favors us or to enter into any commercial or business arrangement with us. ONEOKs directors and officers have a fiduciary duty to make decisions in the best interests of the stockholders of ONEOK, which may be contrary to our interests;

ONEOK may be constrained by the terms of its debt instruments from taking actions, or refraining from taking actions, that may be in our Annual Report on Form 10-K fobest interests;

the Managing Member determines the amount and timing of asset purchases and sales, borrowings, issuance of additional membership interests and reserves, each of which can affect the amount of cash that is available to be distributed to unitholders;

the Managing Member determines which costs incurred by it are reimbursable by us;

the Managing Member is allowed to take into account the interests of parties other the year ended December 31, 2an us in exercising certain rights under our operating agreement;

our operating agreement limits the liability of, and eliminates and replaces the fiduciary duties that would otherwise be owed by, the Managing Member and also restricts the remedies available to our unitholders for actions that, without the provisions of the operating agreement, might constitute breaches of fiduciary duty;

any future contracts between us, on the one hand, and ONEOK or its subsidiaries, on the other, may not be the result of arms-length negotiations;

except in limited circumstances, the Managing Member has the power and authority to conduct our business without unitholder approval;

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the Managing Member may exercise its right to call and purchase all of ENLCs outstanding common units not owned by it and its affiliates if it and its affiliates own more than 9023 filed with the C% of ENLCs outstanding common units;

the Managing Member controls the enforcement of obligations owed to us by the Managing Member and its affiliates, including commercial agreements; and

the Managing Member decides whether to retain separate counsel, accountants, or others to perform services for us.

ONEOK is not limited in its ability to compete with us and is not obligated to offer us the opportunity to acquire additional assets or businesses, which could limit our ability to grow and could adversely affect our results of operations and cash available for distribution to our unitholders.

ONEOK is a midstream operator that provides gathering, processing, fractionation, transportation, and storage services, with significant resources and experience in the midstream industry. ONEOK is not prohibited from owning assets or interests in entities, or engaging in businesses, that compete directly or indirectly with us. In addition, ONEOK and its subsidiaries may acquire, construct, or dispose of additional midstream or other assets and may be presented with new business opportunities, without any obligation to offer us the opportunity to purchase or construct such assets or to engage in such business opportunities.

Pursuant to the terms of our operating agreement, the doctrine of corporate opportunity, or any analogous doctrine, does not apply to the Managing Member, or any of its affiliates, including ONEOK and its officers. Any such person or entity that becomes aware of a potential transaction, agreement, arrangement or other matter that may be an opportunity for us will not have any duty to communicate or offer such opportunity to us. Any such person or entity will not be liable to us or to any unitholder for breach of any duty by reason of the fact that such person or entity pursues or acquires such opportunity for itself.

ONEOK has stated that it intends to pursue an acquisition of the remaining ENLC commisson units not held by it (a Public Unit Transaction on February 21). There is no assurance that ONEOKs pursuit of a Public Unit Transaction will result in a definitive agreement or, if a definitive agreement is executed, that a Public Unit Transaction will be consummated.

As disclosed in the Schedule 13D with respect to ENLC filed by ONEOK with the Commission on October 15, 2024.

 upon the consummation of the GIP/ONEOK Transaction, ONEOK intends to pursue the acquisition of the remaining publicly held ENLC common units in a tax-free transaction and expects to discuss the terms of such potential transaction with the conflicts committee of the Board. There is no assurance that ONEOKs pursuit of a Public Unit Transaction will result in a definitive agreement with respect thereto or, if a definitive agreement is executed, that a Public Unit Transaction will be consummated.

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