ONE Gas (NYSE: OGS) executive equity award vests with tax share withholding

Rhea-AI Filing Summary

ONE Gas executive Joseph L. McCormick reported equity award activity tied to his retirement. On February 16, 2026, he exercised 4,891 Performance Units 2023 at $86.04 per unit, which converted into 3,803.8 shares of common stock held directly.

To cover tax obligations from this vesting, 1,608.29 common shares were disposed of through a tax-withholding transaction at $86.04 per share, leaving 74,907.02 directly owned shares. He also reports 3,697 indirectly owned shares held by a 401(k) plan.

The Performance Units were granted under the company’s Amended and Restated Equity Compensation Plan (2018). Following McCormick’s December 9, 2025 retirement, the award vested on a prorated basis, with 76% of units vesting based on total shareholder return versus a selected peer group, as certified by the Executive Compensation Committee on February 16, 2026.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McCormick Joseph L

(Last) (First) (Middle)

15 E. 5TH STREET

(Street)

TULSA OK 74103

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ONE Gas, Inc. [ OGS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2026

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock, par value $0.01	02/16/2026		M		3,803.8(1)	A	$86.04(1)	76,515.31	D
Common stock, par value $0.01	02/16/2026		F		1,608.29(1)	D	$86.04(1)	74,907.02	D
Common stock, par value $0.01								3,697	I	by 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Units 2023	(1)	02/16/2026		M			4,891	(1)	(1)	Common stock, par value $0.01	4,891	$86.04(1)	0	D

Explanation of Responses:

1. Performance units awarded under the Issuer's Amended and Restated Equity Compensation Plan (2018). The award, including dividend equivalents, vested on a prorated basis upon the reporting person's December 9, 2025, retirement pursuant to the terms of the award agreement. The award vested on February 14, 2026, in an amount equal to 76% of the performance units awarded based upon Issuer's total shareholder return compared to the total shareholder return of a selected peer group, was certified by the Executive Compensation Committee of the Board of Directors on February 16, 2026, and issued pursuant to the terms of the grant agreement.

Remarks:

Former Senior Vice President, General Counsel and Assistant Secretary

	/s/ Brian K. Shore, Attorney-in-Fact for Joseph L. McCormick	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did ONE Gas (OGS) report for Joseph L. McCormick?

Joseph L. McCormick exercised performance units and had shares withheld for taxes. He converted 4,891 Performance Units 2023 into 3,803.8 common shares and 1,608.29 shares were disposed of through a tax-withholding transaction, all reported as directly owned equity activity.

How many ONE Gas (OGS) shares does Joseph L. McCormick own after these transactions?

After the reported transactions, McCormick directly owns 74,907.02 ONE Gas shares. He also reports an additional 3,697 shares held indirectly through a 401(k) plan, reflecting both direct and retirement-plan-related holdings following the performance unit vesting.

What are ONE Gas (OGS) Performance Units 2023 in McCormick’s Form 4 filing?

Performance Units 2023 are equity awards under ONE Gas’s 2018 equity compensation plan. For McCormick, 4,891 units vested and converted into common stock based on the company’s total shareholder return versus a selected peer group, following his December 9, 2025 retirement.

Why were some ONE Gas (OGS) shares disposed of in McCormick’s Form 4?

The disposal reflects tax withholding rather than an open-market sale. A total of 1,608.29 common shares were withheld at $86.04 per share to satisfy tax liabilities arising from the vesting and conversion of McCormick’s Performance Units 2023 award.

How was the vesting of ONE Gas (OGS) Performance Units 2023 determined for McCormick?

The vesting percentage was based on total shareholder return versus peers. The award vested at 76% of the granted units, with performance certified by the Executive Compensation Committee on February 16, 2026, after McCormick’s prorated vesting upon retirement.

What role does the ONE Gas (OGS) equity compensation plan play in this Form 4?

The transactions stem from ONE Gas’s Amended and Restated Equity Compensation Plan (2018). McCormick’s Performance Units 2023 were granted under this plan, vested on a prorated basis at retirement, and then converted into common stock with associated tax withholding.