[8-K] ONE Gas, Inc. Reports Material Event

Rhea-AI Filing Summary

ONE Gas, Inc. (OGS) reported that, effective November 19, 2025, its Board of Directors approved and adopted amended and restated by-laws. The update changes who can call special meetings of the Board and meetings of Board committees. Under the new by-laws, special Board meetings and any meeting of a Board-designated committee may be called at any time by the chair of the Board, the lead independent director, the chair of the Corporate Governance Committee, or by a number of directors equal to a quorum of the Board. A full copy of the amended and restated by-laws is included as an exhibit, giving investors and other stakeholders access to the precise governance language.

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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) November 20, 2025

(Date of earliest event reported) November 19, 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 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 (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 5.03 Amendments to Articles of Incorporation or Bylaws

On and effective November 19, 2025, 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 special meetings of the Board and any meeting of any committee designated by the Board may be called at any time by the chair of the Board, or the lead independent director of the Board, the chair of the Corporate Governance Committee, or by such number of directors as would constitute a quorum of the Board.

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: November 20, 2025				By:		/s/ Brian K. Shore
						Brian K. Shore
						Vice President, Associate General Counsel and Secretary

FAQ

What corporate change did ONE Gas (OGS) announce in this 8-K?

ONE Gas announced that its Board approved and adopted amended and restated by-laws effective November 19, 2025, updating how special Board and committee meetings can be called.

How do the amended by-laws affect Board and committee meetings at ONE Gas (OGS)?

The amended by-laws state that special Board meetings and meetings of any Board-designated committee may be called by the chair of the Board, the lead independent director, the chair of the Corporate Governance Committee, or by a number of directors constituting a quorum of the Board.

When did the new ONE Gas (OGS) by-laws become effective?

The amended and restated by-laws became effective on November 19, 2025, the same date they were approved and adopted by the Board of Directors.

Where can investors find the full text of ONE Gas's amended by-laws?

The full text of the amended and restated by-laws is filed as Exhibit 3.1 to the report, and its terms are incorporated by reference.

Does this ONE Gas (OGS) filing involve any major transaction or financial results?

No major transaction or earnings information is described. The filing focuses on a corporate governance update to the company’s by-laws.