OGS inks third amended credit deal: $1.5B facility to 2030

Rhea-AI Filing Summary

ONE Gas (OGS) amended its core financing, entering a third amended and restated credit agreement that provides a $1.5 billion unsecured revolving credit facility. The facility includes a $20 million letter of credit sub‑facility and a $60 million swingline sub‑facility, with an option to increase commitments by up to $750 million upon customary conditions. Borrowings may be used for working capital, capital expenditures, acquisitions, mergers and other general corporate purposes.

The facility matures on October 30, 2030, and the company may extend the maturity by one year up to two times with lender consent. Loans bear interest at Term SOFR or a Base Rate plus an applicable margin. The agreement includes customary conditions to borrowing, affirmative and negative covenants (including a financial ratio maintenance covenant), and standard events of default that could lead to commitment termination and acceleration.

Insights

Corporate finance analyst

$1.5B unsecured revolver extends liquidity to 2030 with potential $750M accordion.

ONE Gas refreshed its capital structure with a third amended revolving facility of $1.5B, unsecured and available for working capital, capex, and M&A. Sub‑facilities of $20M for letters of credit and $60M for swingline support short‑term needs, while interest is set to Term SOFR or a Base Rate plus a margin.

The maturity runs to October 30, 2030, with up to two one‑year extensions subject to lender consent, and an accordion permitting up to $750M of additional commitments. Covenants include a financial ratio maintenance test and customary events of default; actual availability depends on compliance and lender participation.

Operationally, this framework supports liquidity planning and potential acquisitions. Any incremental capacity or extensions will hinge on market conditions and lender consent as described.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

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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) October 30, 2025

(Date of earliest event reported) October 30, 2025

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 No.)

15 East Fifth Street, Tulsa, OK

(Address of principal executive offices)

74103

(Zip code)

(918) 947-7000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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 communication 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		Name of exchange on which registered
Common Stock, par value $0.01 per share		OGS		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

☐ 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 1.01 Entry Into a Material Definitive Agreement.

On October 30, 2025, ONE Gas, Inc., an Oklahoma corporation (the “Company”), entered into a third amended and restated credit agreement (the “Credit Agreement”) with Bank of America, N.A., as administrative agent, swing line lender, a letter of credit issuer and a lender and the other lenders and letter of credit issuers parties thereto. The Credit Agreement amends and restates the current Second Amended and Restated Credit Agreement, dated as of March 16, 2021, by and among the Company, Bank of America, N.A., as administrative agent, swingline lender, a letter of credit issuer and a lender and the other lenders and letter of credit issuers parties thereto.

The Credit Agreement provides for a $1.5 billion unsecured revolving credit facility, which includes a $20 million letter of credit sub-facility and a $60 million swingline sub-facility. The Company can request an increase in commitments of up to an additional $750 million upon satisfaction of customary conditions, including the receipt of commitments from either new lenders or increased commitments from existing lenders. Proceeds of the loans under the Credit Agreement will be available for working capital, capital expenditures, acquisitions, mergers and other general corporate purposes.

The Credit Agreement matures on October 30, 2030. The Company will be able extend the maturity date, subject to the lenders’ consent, by one year up to two times.

The loans under the Credit Agreement will bear interest at a “Term SOFR” or a “Base Rate” as specified in the Credit Agreement, plus a margin specified in the Credit Agreement.

The Credit Agreement contains customary conditions to borrowing, and customary affirmative and negative covenants, including a financial ratio maintenance covenant. The Credit Agreement also contains various customary events of default, the occurrence of which could result in a termination of the lenders’ commitments and the acceleration of all of the Company’s obligations thereunder.

Some of the lenders under the Credit Agreement and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, commercial and investment banking services for the Company, for which they received or will receive customary fees and expenses. Certain affiliates of the lenders under the Credit Agreement were underwriters of the Company’s prior underwritten note and equity issuances and may serve as underwriters of any future note and/or equity issuances. In addition, certain of the lenders under the Credit Agreement and their respective affiliates act as dealers in connection with the Company’s commercial paper program, and also as managers, forward purchasers and/or forward sellers, including under the Company’s at-the-market equity program.

The foregoing description of the Credit Agreement is not complete and is subject in all respects to the actual provisions of the Credit Agreement, a copy of which has been filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Third Amended and Restated Credit Agreement, dated as of October 30, 2025, among ONE Gas, Inc., the lenders party thereto from time to time and Bank of America, N.A., as administrative agent.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.

Date: October 30, 2025

ONE Gas, Inc.
By:		/s/ Brian K. Shore
Name:		Brian K. Shore
Title:		Vice President, Associate General Counsel and Secretary

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FAQ

What financing did ONE Gas (OGS) secure in this update?

ONE Gas entered a third amended and restated credit agreement providing a $1.5 billion unsecured revolving credit facility.

When does ONE Gas’s new revolving credit facility mature?

The facility matures on October 30, 2030, with up to two one‑year extensions subject to lender consent.

What sub-facilities are included in ONE Gas’s revolver?

It includes a $20 million letter of credit sub‑facility and a $60 million swingline sub‑facility.

Can ONE Gas increase the size of the revolver?

Yes. The company can request up to an additional $750 million in commitments upon satisfaction of customary conditions.

What are the permitted uses of borrowings under this facility?

Proceeds are available for working capital, capital expenditures, acquisitions, mergers and other general corporate purposes.

How is interest determined on borrowings under the facility?

Loans bear interest at Term SOFR or a Base Rate, plus a margin specified in the agreement.

What covenants and protections are included?

The agreement includes customary conditions to borrowing, affirmative and negative covenants including a financial ratio maintenance covenant, and standard events of default.