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Oneok Employees: Handling Single-Stock Concentration with a Section 351 Strategy

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'Oneok employees with concentrated stock positions should understand that strategies like a Section 351 exchange can offer flexibility in managing large unrealized gains while preserving long-term planning options.' – Tyson Mavar, a representative of The Retirement Group, a division of Wealth Enhancement.

'Oneok employees facing concentrated stock exposure may find that a Section 351 exchange provides an effective way to mitigate risk and maintain control over the timing of potential tax liabilities.' – Wesley Boudreaux, a representative of The Retirement Group, a division of Wealth Enhancement.

In this article, we will discuss:

When a Section 351 exchange can help diversify concentrated stock positions without an immediate tax bill.
The core eligibility rules (80% control test) and basis/step-up mechanics that drive tax deferral.
Sample case studies (James & Sarah) illustrating the numbers and outcomes.

The Strategic Potential of Section 351: An Analysis of a Multi-Stock Case in Tax-Deferred Reorganization

A sizable amount of the wealth of many high-earning professionals at Oneok may be invested in a small number of highly valued equities, including company shares accumulated through restricted stock units (RSUs), the employee stock purchase plan (ESPP), or equity awards earned due to long tenure. While rebalancing may seem out of reach due to the tax ramifications of selling these positions, investors can make tax-deferred contributions of appreciated assets to a new business entity through a Section 351 exchange. When an investor wants to manage several sizable, embedded gains at once, this tactic may be especially useful.

Think about James, a client with a $10 million portfolio. The value of one stock investment, which he purchased for $50,000, has increased to $1 million, or 10% of his total portfolio. At a long-term capital gains rate that can reach 23.8% for certain high-income taxpayers (20% maximum long-term capital gains rate plus the 3.8% Net Investment Income Tax), selling this position would result in a $950,000 capital gain and an estimated $226,100 tax bill. The amount available for reinvestment would be reduced by this tax.

Section 351(a) of the Internal Revenue Code provides: “If property is transferred to a corporation by one or more persons solely in exchange for stock in such corporation and immediately after the exchange such person or persons are in control (as defined in section 368(c)) of the corporation, no gain or loss shall be recognized.” Under Section 368(c), “control” generally means ownership of at least 80% of the voting power and 80% of each class of non-voting shares.

The transferor or transferors must own at least 80% of the new corporation’s stock right after the exchange to qualify for this treatment. This can be done for investors with sizable portfolios by joining a larger seeding group or acting as the principal seeder of a new entity.

In a Section 351 transaction, any built-in gains are preserved because the shareholder’s basis in the received stock typically carries over from the contributed property. If the shares are held until death, a step-up in basis under Section 1014 may eliminate the deferred gain.

Another client example involves Sarah, who has a $13 million portfolio. She owns two appreciated stocks:

Stock A: Originally $300,000, now worth $3 million.
Stock B: Initial cost basis $500,000, now worth $3 million.

At a long-term capital gains rate that can reach 23.8% for certain high-income taxpayers, the aggregate unrealized gain of $5.2 million would translate into an estimated tax of roughly $1,237,600 if sold today, which can constrain portfolio adjustments.

For employees of Oneok holding concentrated positions, taking part in a Section 351 exchange can reduce concentration risk and defer recognition of these gains without an immediate tax bill. If assets receive a step-up in basis at death, the deferred gain may be fully eliminated under current law, and deferral can provide flexibility in managing future tax obligations.

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Sources:

1. Internal Revenue Service. Revenue Ruling 2003-51 . Internal Revenue Bulletin 2003-21, 2003. PDF.

2. Friedel, David B., and Yaw O. Awuah. “ Sec. 351 Control Requirement: Opportunities and Pitfalls .” The Tax Adviser , 1 July 2014. Web.

3. Internal Revenue Service. “ Net Investment Income Tax (NIIT) .” IRS.gov , last reviewed 1 July 2025. Web.

4. Internal Revenue Service. Publication 551: Basis of Assets . December 2024 revision, posted 18 February 2025. PDF.

5. FINRA Investor Education Foundation (FINRA). “ Concentrate on Concentration Risk .” FINRA.org , 15 June 2022. Web.

What specific factors does ONEOK, Inc. consider when determining an employee's eligibility for retirement benefits, and how do these factors align with commonly understood retirement planning principles in the context of the ONEOK, Inc. Retirement Plan?

Eligibility Factors: ONEOK, Inc. considers several factors when determining eligibility for its retirement plan, such as date of hire, age, and participation in certain programs like the Profit Sharing Plan. Employees must have been hired before January 1, 2005, and must meet the minimum age of 21 to be eligible(ONEOK_Inc_Retirement_Pl…). These factors align with common retirement planning principles, such as ensuring long-term employment and participation in benefit programs.

How does the structure of the ONEOK, Inc. Retirement Plan impact the financial planning strategies of employees who are nearing retirement age, particularly in relation to their final average earnings and years of credited service?

Plan Structure and Financial Planning: The ONEOK Retirement Plan uses a formula based on Final Average Earnings and Years of Credited Service. This structure impacts employees' financial planning, as it encourages maximizing years of service and optimizing earnings in the final years before retirement(ONEOK_Inc_Retirement_Pl…). Employees nearing retirement should focus on maximizing both variables for a stronger financial outcome.

In what ways can changes to the IRS limits in 2024 affect the retirement planning of employees participating in the ONEOK, Inc. Retirement Plan, and how can they adapt their strategies to accommodate these changes?

IRS Limits and Impact on Planning: Changes to IRS limits, such as increases in contribution caps or income thresholds, could affect employees’ ability to defer taxes and maximize savings(ONEOK_Inc_Retirement_Pl…). Employees can adapt by adjusting their contributions to their 401(k) or other retirement accounts in line with new limits, ensuring they stay within allowable tax advantages.

For employees considering early retirement, what are the implications of selecting this option under the ONEOK, Inc. Retirement Plan compared to waiting for normal retirement benefits, and what should they consider regarding potential reductions in benefits?

Early Retirement vs. Normal Retirement: Opting for early retirement under the ONEOK Plan can lead to a reduction in benefits, as payments are reduced based on the Early Retirement Benefit Reduction Schedule(ONEOK_Inc_Retirement_Pl…). Employees should consider their financial needs and health before making this decision, as waiting until normal retirement age results in higher monthly benefits.

How does the process for applying for retirement benefits at ONEOK, Inc. work, and what specific documentation and timelines should employees be prepared to navigate in order to ensure a smooth transition into retirement?

Retirement Application Process: Employees must request a retirement estimate online or through HR, and submit retirement forms and documentation to initiate benefits(ONEOK_Inc_Retirement_Pl…). Timely submission is key to ensure a smooth transition, and benefits usually begin the first of the month after retirement.

What options are available to employees of ONEOK, Inc. if they wish to change their designated beneficiaries in the retirement plan, and how can they ensure that these changes are executed properly?

Changing Beneficiaries: Employees can change their designated beneficiaries by submitting a pre-retirement death beneficiary form(ONEOK_Inc_Retirement_Pl…). Spousal consent is required for changes that involve someone other than the spouse, and notarization is needed to ensure proper execution.

How does ONEOK, Inc. manage the investment of its retirement plan assets, and what guidelines are in place to ensure that participants' funds are invested prudently and in alignment with their retirement goals?

Investment Management: ONEOK manages its retirement plan assets in a trust, with investments overseen by plan fiduciaries following an investment policy(ONEOK_Inc_Retirement_Pl…). This policy ensures that funds are invested prudently, balancing risk and returns in alignment with participants' retirement goals.

In terms of employee rights under ERISA, what recourse do employees of ONEOK, Inc. have if they believe their benefits are being mismanaged or if they encounter issues when filing claims related to their retirement benefits?

ERISA Rights and Recourse: Employees have rights under ERISA, including the ability to file claims and appeals if they believe their benefits are being mismanaged(ONEOK_Inc_Retirement_Pl…). If claims are denied, they can appeal and ultimately take legal action under Section 502(a) of ERISA if necessary.

What procedures does ONEOK, Inc. have in place for communicating changes to the retirement plan, and how can employees stay informed about updates that may affect their benefits or retirement planning?

Plan Updates and Communication: ONEOK communicates changes to its retirement plan through electronic and physical notices(ONEOK_Inc_Retirement_Pl…). Employees are encouraged to stay updated by regularly reviewing these communications and contacting HR if they need clarification.

How can employees of ONEOK, Inc. reach out for additional information regarding the retirement plan, and what are the best practices for utilizing the resources available for retirement planning assistance?

Accessing Retirement Information: Employees can contact ONEOK HR Solutions or access the Employee Self-Service platform for detailed information about their retirement plan(ONEOK_Inc_Retirement_Pl…). Best practices include regular consultations with HR to stay informed and plan effectively for retirement.