ONE Gas updates board chair committee by-laws

ONE Gas, Inc. reports that its Board of Directors approved and made effective Amended and Restated By-laws on August 4, 2026.

Rhea-AI Filing Summary

ONE Gas, Inc. reports that its Board of Directors approved and made effective Amended and Restated By-laws on August 4, 2026. The update allows the chair of the Board, if so appointed, to serve as a full member of one or more standing or special committees, with the same voting, quorum and other rights as other committee members.

Unless the Board determines otherwise, the chair may also serve as an ex-officio participant on all standing committees and will chair any executive committee. In the ex-officio role, the chair may attend and participate in meetings but has no voting rights, is not counted for quorum, and is not treated as a committee member for by-law, legal or stock exchange composition and independence requirements. The changes specify that the chair’s participation must not cause any committee to fail to meet applicable law, regulation or listing standards. The full Amended and Restated By-laws are provided as an exhibit and incorporated by reference.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Effective date of Amended and Restated By-laws: August 4, 2026 Exhibit number for Amended and Restated By-laws: 3.1

2 metrics

Effective date of Amended and Restated By-laws August 4, 2026 Board approval and effectiveness date for updated ONE Gas, Inc. by-laws

Exhibit number for Amended and Restated By-laws 3.1 Exhibit containing the full text of the Amended and Restated By-laws of ONE Gas, Inc.

Key Terms

Amended and Restated By-laws, ex-officio, standing committees, executive committee

4 terms

Amended and Restated By-laws regulatory

"our Board of Directors approved and adopted Amended and Restated By-laws"

ex-officio regulatory

"the chair of the Board may serve as an ex-officio member of all standing committees"

A designation meaning someone holds a role or board seat automatically because of another official position they occupy, not because they were separately elected or appointed to that specific post. For investors, ex‑officio members can affect corporate governance and decision-making like an automatic representative; think of them as a person who comes to a committee because their job title carries that membership, similar to a school principal serving on a parent-teacher council by virtue of their position.

standing committees regulatory

"the chair of the Board may serve as an ex-officio member of all standing committees"

executive committee regulatory

"shall be the chair of any executive committee of the Board"

An executive committee is a small group of top leaders within an organization responsible for making important decisions and setting strategic direction. Think of it as the company's steering team, guiding the overall course and ensuring management actions align with long-term goals. For investors, understanding the executive committee helps gauge how decisions are made at the highest level and how leadership might influence the company's future performance.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What governance change did ONE Gas (OGS) adopt on August 4, 2026?

ONE Gas’ Board approved Amended and Restated By-laws effective August 4, 2026. The revision focuses on how the board chair may serve on board committees, clarifying when the chair can be a full voting member versus an ex-officio participant without voting or quorum status.

How do the amended by-laws affect the ONE Gas (OGS) board chair’s committee roles?

Under the amended by-laws, the Board may appoint its chair as a full member of one or more standing or special committees, with the same rights, powers and responsibilities as other committee members, including voting and quorum participation, when the Board chooses to make such an appointment.

What is the ex-officio status of the ONE Gas (OGS) board chair under the new by-laws?

Unless the Board decides otherwise, the chair may serve as an ex-officio participant on all standing committees. In this role, the chair may attend meetings and join discussions but has no voting rights, is not counted for quorum, and is not considered a committee member.

How do the ONE Gas (OGS) by-law changes address compliance with listing standards?

The amended by-laws state that the board chair must not participate on any committee in a way that causes the committee to fail to satisfy applicable law, regulation or stock exchange listing standards, including requirements on committee composition, independence and qualifications.

Who leads the executive committee under ONE Gas (OGS) amended by-laws?

The amended by-laws provide that, unless the Board determines otherwise, the chair of the Board shall be the chair of any executive committee. This clarifies leadership of that committee while preserving compliance with legal and stock exchange requirements on committee structure.

Where is the full text of ONE Gas (OGS) Amended and Restated By-laws available?

ONE Gas indicates that a copy of its Amended and Restated By-laws is filed as Exhibit 3.1 and is incorporated by reference. Investors can review that exhibit to see the complete governance provisions and detailed language governing the board chair’s potential committee roles.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

(Date of report) August 4, 2026

(Date of earliest event reported) August 4, 2026

ONE Gas, Inc.

(Exact name of registrant as specified in its charter)

Oklahoma		001-36108		46-3561936
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

15 East Fifth Street

Tulsa, OK 74103

(Address of principal executive offices) (Zip Code)

Registrant’s Telephone Number, including area code (918) 947-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		OGS		New York Stock Exchange Indicate by check NYSE Texas

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws

On and effective August 4, 2026, our Board of Directors approved and adopted amended and restated By-laws of the same date (the “Amended and Restated By-laws”), amending a provision of our existing By-laws.

The Amended and Restated By-laws have been updated to provide that the chair of the Board may be appointed by the Board to serve as a full member of one or more standing or special committees of the Board, with such rights, powers and responsibilities as are applicable to all members of such committee, including voting and quorum. Unless otherwise determined by the Board, the chair of the Board may serve as an ex-officio member of all standing committees and shall be the chair of any executive committee of the Board.

In serving in an ex-officio capacity on any committee, the chair of the Board (i) may attend all meetings of the committee and participate in discussions, subject to the discretion of the committee chair; (ii) shall not have voting rights on any matter presented to the committee; (iii) shall not be counted for purposes of determining the presence of a quorum; and (iv) shall not constitute a member of the committee for purposes of any provision of the By-laws, applicable law, or stock exchange listing standards relating to committee composition, independence, or qualification. Notwithstanding the foregoing, the chair of the Board shall not participate on any committee, whether as a member or in an ex-officio capacity, in a manner that would cause such committee to fail to satisfy any requirement under applicable law, regulation, or stock exchange listing standards.

A copy of the Amended and Restated By-laws is filed as Exhibit 3.1 to this report, and its terms are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
3.1		Amended and Restated By-laws of ONE Gas, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

				ONE Gas, Inc.
Date: August 4, 2026		By:		/s/ Brian K. Shore
				Brian K. Shore Vice President, Associate General Counsel and Secretary

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 EX-3.1 112.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB