One Gas Inc SEC Filings

ONE Gas, Inc. announced that it will participate in several upcoming investor conferences to meet with members of the investment community. The company will attend the UBS Midwest Utilities Conference in Chicago on February 25, 2026, followed by the Morgan Stanley Energy and Power Conference and the Jefferies Power, Energy, Clean Energy and Utilities Conference in New York City on March 2 and March 3, 2026.

Senior executives, including the senior vice president and chief operating officer and the senior vice president and chief financial officer, will attend all three events and hold investor meetings. Presentation materials for these conferences will be available on the ONE Gas website under the investors events and presentations section.

ONE Gas, Inc. entered into an equity distribution agreement for at-the-market offerings of up to $225,000,000 of common stock, including shares that may be sold under related forward sale agreements. The shares may be sold from time to time through several financial institutions acting as sales agents.

Sales can occur on the New York Stock Exchange, NYSE Texas, in block trades, or directly to a manager acting as principal, with managers earning a 2% commission on gross proceeds. The company will not initially receive cash from borrowed shares sold by forward sellers, but expects to receive proceeds upon future physical settlement of forward sale agreements, while cash or net share settlement could result in payments or share delivery by the company.

ONE Gas, Inc. proposes to offer up to an aggregate offering price of $225,000,000 of its common stock under an equity distribution agreement dated February 23, 2026.

The shares may be sold "at-the-market" through the named Managers or via forward sale agreements with affiliated Forward Purchasers and Forward Sellers. Managers will receive a commission of up to 2% of the gross sales price per share. Forward sale mechanics allow physical settlement (company expects to physically settle), or, subject to contract terms, cash or net share settlement; cash/net share settlement can result in payments or delivery obligations depending on unwind pricing. The prospectus supplement discloses a declared dividend of $0.68 per share (record date February 20, 2026, payable March 6, 2026) and reports a last sale price of $85.52 per share on February 20, 2026.

ONE Gas, Inc. filed a shelf registration on Form S-3 to permit the issuance from time to time, after the effective date of the registration statement, of debt securities, common stock, stock purchase contracts, stock purchase contract units, preferred stock, depositary shares and warrants.

The prospectus dated February 23, 2026 states that offerings will be made in one or more issuances with specific terms provided in prospectus supplements. The company reported 62,692,574 shares of common stock outstanding as of February 18, 2026 and no preferred stock outstanding as of that date.

ONE Gas, Inc. files a registration to offer 1,144,038 shares of Common Stock in connection with its Direct Stock Purchase and Dividend Reinvestment Plan.

The prospectus describes plan mechanics: optional cash investments ($250 initial for new investors, $25 recurring), mandatory minimum 10% dividend reinvestment for participants, purchase pricing based on the NYSE and NYSE Texas average of high and low on Purchase Dates, and that shares may be newly issued, treasury shares or acquired in the open market.

ONE Gas, Inc. announced it will hold its 2026 Annual Meeting of Shareholders as a virtual-only event on Thursday, May 21, 2026, at 10 a.m. Eastern (9 a.m. Central). Shareholders of record as of March 23, 2026, will be entitled to receive notice and vote.

The meeting will be accessible online via a dedicated virtual meeting portal and will also be audio webcast on the ONE Gas website. ONE Gas is a fully regulated natural gas utility serving more than 2.3 million customers across Kansas, Oklahoma and Texas through its Kansas Gas Service, Oklahoma Natural Gas and Texas Gas Service divisions.

ONE Gas executive William Kent Shortridge reported multiple equity award and vesting transactions. On February 14, 2026, performance and restricted units granted in 2023 under the Amended and Restated Equity Compensation Plan (2018) vested, with 1,956 performance units vesting at 76% of the original award based on total shareholder return versus a peer group, and 489 restricted units converting into common stock with associated dividend equivalents paid in shares.

These derivative awards were exercised into common stock, increasing his directly held common shares, while 815.716 and 238.932 shares of common stock were disposed to cover tax liabilities through share withholding, not open-market sales. On February 16, 2026, Shortridge also received new grants of 2,092 performance units and 1,395 restricted units that are scheduled to vest on February 17, 2029, subject to plan terms and, for the performance units, future relative total shareholder return over the period from January 1, 2026, through December 31, 2029. Following these transactions, he held 11,300.084 shares of common stock directly and 1,275 shares indirectly through a 401(k) plan.

ONE Gas executive Joseph L. McCormick reported equity award activity tied to his retirement. On February 16, 2026, he exercised 4,891 Performance Units 2023 at $86.04 per unit, which converted into 3,803.8 shares of common stock held directly.

To cover tax obligations from this vesting, 1,608.29 common shares were disposed of through a tax-withholding transaction at $86.04 per share, leaving 74,907.02 directly owned shares. He also reports 3,697 indirectly owned shares held by a 401(k) plan.

The Performance Units were granted under the company’s Amended and Restated Equity Compensation Plan (2018). Following McCormick’s December 9, 2025 retirement, the award vested on a prorated basis, with 76% of units vesting based on total shareholder return versus a selected peer group, as certified by the Executive Compensation Committee on February 16, 2026.