Atmos Energy (NYSE: ATO) director settles phantom stock into common shares

Rhea-AI Filing Summary

Atmos Energy director Richard A. Sampson reported the settlement of phantom equity awards into common stock. On February 4, 2026, he converted 30,808 phantom stock units and 685 phantom deferred compensation units, each equivalent to one share of common stock, into Atmos Energy common shares at a reported price of $171.62 per share. Following these conversions, he directly beneficially owned 41,767.04 shares of common stock. The phantom units were granted and accumulated under Atmos Energy’s Equity Incentive and Deferred Compensation Plan for Non-Employee Directors and were settled upon his termination of service from the company’s board, with fractional shares rounded up to whole shares as allowed under the plan.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sampson Richard A

(Last) (First) (Middle)

5340 LBJ FREEWAY

1800 III LINCOLN CENTRE

(Street)

DALLAS TX 75240

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ATMOS ENERGY CORP [ ATO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/04/2026		C		30,808(1)	A	$171.62	41,082.04	D
Common Stock	02/04/2026		C		685(2)	A	$171.62	41,767.04	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Units	(3)	02/04/2026		C			30,808	(4)	(4)	Common Stock	30,808	$0	0	D
Phantom Deferred Compensation	(3)	02/04/2026		C			685	(5)	(5)	Common Stock	685	$0	0	D

Explanation of Responses:

1. Includes 0.751 shares resulting from a feature of the Company's Equity Incentive and Deferred Compensation Plan for Non-Employee Directors (the "Plan") authorizing fractional shares to be rounded up to the nearest whole share upon distribution.

2. Includes 0.7743 shares pursuant to Plan authorizing fractional shares to be rounded up to the nearest whole share upon distribution.

3. Each unit of phantom stock is equivalent to one share of the Company's common stock.

4. The phantom stock units were granted under the Plan and were settled upon the reporting person's termination of service on the Company's Board.

5. The phantom stock units were received pursuant to an election to convert a portion of the reporting person's director fees under the Plan and were settled upon the reporting person's termination of service on the Company's Board.

	/s/Suzanne Johnson by POA	02/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Atmos Energy (ATO) director Richard A. Sampson report in this Form 4?

Richard A. Sampson reported converting phantom equity awards into Atmos Energy common stock. He settled 30,808 phantom stock units and 685 phantom deferred compensation units into common shares, increasing his directly owned stake to 41,767.04 shares following the February 4, 2026 transactions.

How many Atmos Energy (ATO) shares does Richard A. Sampson own after these transactions?

After the reported transactions, Richard A. Sampson directly beneficially owned 41,767.04 shares of Atmos Energy common stock. This total reflects the settlement of his phantom stock units and deferred compensation units into common shares on February 4, 2026 under the company’s director compensation plan.

What are phantom stock units in the Atmos Energy (ATO) director plan?

Phantom stock units in the Atmos Energy director plan are bookkeeping units equivalent to one share of common stock. They are granted or credited as director compensation and later settled in shares upon specified events, such as termination of board service, rather than being immediately issued as stock.

Why were Richard A. Sampson’s phantom units at Atmos Energy (ATO) settled on February 4, 2026?

The phantom stock and deferred compensation units were settled upon Richard A. Sampson’s termination of service on Atmos Energy’s board. The plan provides for settlement at that time, converting each unit into one share of common stock as part of his non-employee director compensation.

What transaction code “C” means in Richard A. Sampson’s Atmos Energy (ATO) Form 4?

Transaction code “C” indicates a conversion of derivative securities into underlying common stock. In this filing, Sampson’s phantom stock units and phantom deferred compensation units were converted into Atmos Energy common shares, rather than representing an open-market purchase or sale transaction.

How does Atmos Energy’s (ATO) plan handle fractional shares for directors?

Atmos Energy’s Equity Incentive and Deferred Compensation Plan for Non-Employee Directors authorizes fractional shares to be rounded up to the nearest whole share upon distribution. Footnotes note small fractional amounts, like 0.751 and 0.7743 shares, being rounded up when the phantom units were settled.