| Item 5.02 |
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On February 18, 2026, ONE Gas, Inc. (the “Company”) announced that effective March 1, 2026, Curtis L. Dinan, 58, the Company’s senior vice president and chief operating officer, will be promoted to the position of president and chief operating officer and Robert S. McAnnally, 62, the Company’s president and chief executive officer will continue in the role of chief executive officer.
Mr. Dinan has served as the Company’s senior vice president and chief operating officer since June 2021. He served as the Company’s senior vice president and chief commercial officer from July 2020 to June 2021, as senior vice president, commercial from February 2019 to July 2020, and as senior vice president and chief financial officer from January 2014 to February 2019.
There were no material changes to the terms of Mr. McAnnally’s employment in connection with the title change described above or to Mr. McAnnally’s compensation. In connection with his promotion, effective March 1, 2026, Mr. Dinan’s base salary will be increased to $600,000 and he will receive a short-term incentive award under the Company’s short-term incentive program with a target opportunity of 75% of his base salary. The grant date value of Mr. Dinan’s 2026 long-term equity incentive award will be $1,000,000 (comprised of 60% performance stock units and 40% restricted stock units). Messrs. McAnnally and Dinan each remain eligible to participate in the benefit plans described under the “Executive Compensation Discussion and Analysis” on pages 39 through 52 of the Company’s Proxy Statement relating to its 2025 Annual Meeting of Shareholders, as filed with the United States Securities and Exchange Commission on April 2, 2025 (and such descriptions are incorporated herein by this reference).
There are no arrangements or understandings between Mr. Dinan any other person pursuant to which he was selected as an officer, and there are no family relationships between Mr. Dinan and any director or executive officer of the Company. Mr. Dinan has no direct or indirect interest in any transaction that would require disclosure under Item 404(a) of Regulation S-K.
| Item 7.01 |
Regulation FD Disclosure |
On February 18, 2026, ONE Gas, Inc. (the “Company”) announced that effective March 1, 2026, Curtis L. Dinan, 58, the Company’s senior vice president and chief operating officer, will be promoted to the position of president and chief operating officer and Robert S. McAnnally, 62, the Company’s president and chief executive officer will continue in the role of chief executive officer. A copy of the news release is attached as Exhibit 99.1 and is incorporated herein by reference.
The information disclosed in Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.