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OGS Form 3 Reveals 3,700 Performance and 2,466 Restricted Units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

This Form 3 discloses that Regina L. Gregory, Senior Vice President, General Counsel and Assistant Secretary of ONE Gas, Inc. (OGS), acquired derivative awards granted under the company's 2018 Equity Compensation Plan: 3,700 performance units and 2,466 restricted units. Both awards vest on February 19, 2028, convert one-for-one into common shares if vested, and accrue dividend equivalents payable in shares.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Routine insider reporting of equity awards by a named executive, showing deferred compensation alignment with long-term incentives.

The filing is a standard initial Form 3 reporting long-term equity awards subject to time and performance vesting. The performance units are tied to total shareholder return versus peers and can pay 0%–200% of target, which aligns executive pay with shareholder outcomes. Vesting and dividend-equivalent mechanics are disclosed; no transfer, sale, or exercised securities are reported.

TL;DR: Non-material disclosure of equity compensation; no immediate dilution or cash transactions reported.

The submission records beneficial ownership of award-based equity rather than open-market transactions. The amounts (3,700 performance units and 2,466 restricted units) represent future potential common shares if vesting conditions are met. There is no indication of exercised options, sales, or pledged shares, and no financing or debt events are disclosed.

Insider Gregory Regina
Role See Remarks
Type Security Shares Price Value
holding Performance Units 2025 -- -- --
holding Restricted Units 2025 -- -- --
Holdings After Transaction: Performance Units 2025 — 3,700 shares (Direct); Restricted Units 2025 — 2,466 shares (Direct)
Footnotes (1)
  1. Performance units awarded under the Issuer's Amended and Restated Equity Compensation Plan (2018). The performance unit award vests on February 19, 2028, for a percentage (0% to 200%) of the performance units awarded based upon the Issuer's total stockholder return compared to total stockholder return of a selected peer group. During the 3-year vesting period, the award will be credited with dividend equivalents that will be paid out in shares of common stock at the time the underlying units vest and shares are issued. The award and credited dividend equivalents will be payable one share of the Issuer's common stock for each vested performance unit and dividend equivalent. Restricted units awarded under the Issuer's Amended and Restated Equity Compensation Plan (2018). The restricted unit award vests on February 19, 2028. During the 3-year vesting period, the award will be credited with dividend equivalents that will be paid out in shares of common stock at the time the underlying units vest and are issued. The award and credited dividend equivalents will be payable one share of the Issuer's common stock for each vested restricted unit and dividend equivalent.
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SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
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1. Name and Address of Reporting Person*
Gregory Regina
(Last) (First) (Middle)
15 EAST 5TH STREET
(Street)
TULSA OK 74103
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2025 		3. Issuer Name and Ticker or Trading Symbol
ONE Gas, Inc. [ OGS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Units 2025 (1) (1) Common stock, par value $0.01 3,700 (1) D
Restricted Units 2025 (2) (2) Common stock, par value $0.01 2,466 (2) D
Explanation of Responses:
1. Performance units awarded under the Issuer's Amended and Restated Equity Compensation Plan (2018). The performance unit award vests on February 19, 2028, for a percentage (0% to 200%) of the performance units awarded based upon the Issuer's total stockholder return compared to total stockholder return of a selected peer group. During the 3-year vesting period, the award will be credited with dividend equivalents that will be paid out in shares of common stock at the time the underlying units vest and shares are issued. The award and credited dividend equivalents will be payable one share of the Issuer's common stock for each vested performance unit and dividend equivalent.
2. Restricted units awarded under the Issuer's Amended and Restated Equity Compensation Plan (2018). The restricted unit award vests on February 19, 2028. During the 3-year vesting period, the award will be credited with dividend equivalents that will be paid out in shares of common stock at the time the underlying units vest and are issued. The award and credited dividend equivalents will be payable one share of the Issuer's common stock for each vested restricted unit and dividend equivalent.
Remarks:
Senior Vice President, General Counsel and Assistant Secretary
/s/ Brian K. Shore, Attorney-in-Fact for Regina L. Gregory 10/01/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did the Form 3 filed by Regina L. Gregory disclose for ONE Gas (OGS)?

The Form 3 discloses 3,700 performance units and 2,466 restricted units awarded under the 2018 Equity Compensation Plan, both vesting on February 19, 2028.

How do the performance units disclosed on the Form 3 vest?

Performance units vest based on the issuer's total stockholder return versus a peer group, paying between 0% and 200% of target and credited dividend equivalents paid in shares.

Will the awards reported convert to shares of ONE Gas common stock?

Yes. The filing states each vested performance or restricted unit and credited dividend equivalent will be payable as one share of common stock per unit.

Does the Form 3 show any sales or exercises by the reporting person?

No. The Form 3 only reports grant-based awards (performance and restricted units) and does not show any sales, exercises, or transfers.

What is Regina L. Gregory's role at ONE Gas as stated in the filing?

The filing lists Regina L. Gregory as Senior Vice President, General Counsel and Assistant Secretary of ONE Gas, Inc.