Equity awards reshape ONE Gas (OGS) insider McAnnally’s stock holdings

Rhea-AI Filing Summary

ONE Gas, Inc. director and officer Robert S. McAnnally reported a series of equity compensation events tied to company performance and vesting schedules. On February 16, 2026, he exercised 22,497 Performance Units 2023 and 5,624 Restricted Units 2023 (both at $86.04 per share equivalent), converting them into common stock. To cover exercise costs or taxes, 8,410.289 and 2,753.249 shares of common stock were withheld in tax-withholding dispositions, rather than sold on the open market.

He also received new long-term incentives, including 26,034 Performance Units 2026 and 11,158 Restricted Units 2026, granted under ONE Gas’s Amended and Restated Equity Compensation Plan (2018). The 2023 performance units vested at 76% of the original award based on total shareholder return versus a selected peer group, while the 2026 performance units can vest between 0% and 200% of target depending on total shareholder return from January 1, 2026 through December 31, 2029. Following these transactions, McAnnally directly held 56,004.622 shares of common stock.

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

OMB APPROVAL

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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^*

McAnnally Robert S.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2026

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		19,088.379(1)	A	$86.04(1)	64,414.911	D
Common stock, par value $0.01	02/16/2026		F		8,410.289(1)	D	$86.04(1)	56,004.622	D
Common stock, par value $0.01	02/14/2026		M		6,278.793(2)	A	$86.04(2)	62,283.415	D
Common stock, par value $0.01	02/14/2026		F		2,753.249(2)	D	$86.04(2)	59,530.166	D

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			22,497	(1)	(1)	Common stock, par value $0.01	22,497	$86.04(1)	0	D
Restricted Units 2023	(2)	02/14/2026		M			5,624	(2)	(2)	Common stock, par value $0.01	5,624	$86.04(2)	0	D
Performance Units 2026	(3)	02/16/2026		A		26,034		(3)	(3)	Common stock, par value $0.01	26,034	$86.04(3)	26,034	D
Restricted Units 2026	(4)	02/16/2026		A		11,158		(4)	(4)	Common stock, par value $0.01	11,158	$86.04(4)	11,158	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 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.

2. Restricted units awarded under Issuer's Amended and Restated Equity Compensation Plan (2018). During the 3-year vesting period, the award was credited with dividend equivalents that were paid out in shares of common stock at the time the underlying units vested and were issued. The shares were issued pursuant to the terms of the grant agreement.

3. Performance units awarded under the Issuer's Amended and Restated Equity Compensation Plan (2018). The award will vest on February 17, 2029, for a percentage (0% to 200%) of the performance units awarded based upon the Issuer's total shareholder return compared to total stockholder return of a selected peer group over the performance period from January 1, 2026, through December 31, 2029, in accordance with the terms of the Performance Unit Award Agreement.

4. Restricted units awarded under the Issuer's Amended and Restated Equity Compensation Plan (2018). The award vests on February 17, 2029, in accordance with the terms of the Restricted Unit Award Agreement.

Remarks:

President and Chief Executive Officer

	/s/ Brian K. Shore, Attorney-in-Fact for Robert S. McAnnally	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 Robert S. McAnnally?

Robert S. McAnnally reported equity-related transactions including exercises of 2023 performance and restricted units into common stock and tax-withholding dispositions. He also received new 2026 performance and restricted unit awards under ONE Gas’s Amended and Restated Equity Compensation Plan (2018).

How many ONE Gas (OGS) performance and restricted units did McAnnally receive in 2026 awards?

McAnnally received 26,034 Performance Units 2026 and 11,158 Restricted Units 2026. These awards were granted under ONE Gas’s Amended and Restated Equity Compensation Plan (2018) and are designed to vest based on future service and total shareholder return performance.

How were ONE Gas (OGS) 2023 performance units for McAnnally determined to vest?

The 2023 performance units vested at 76% of the original award. Vesting was based on ONE Gas’s total shareholder return compared to a selected peer group, as certified by the Executive Compensation Committee on February 16, 2026.

When will Robert S. McAnnally’s 2026 performance and restricted units at ONE Gas (OGS) vest?

The 2026 performance and restricted units are scheduled to vest on February 17, 2029. The performance units can vest between 0% and 200% of target depending on ONE Gas’s total shareholder return versus a peer group over the 2026–2029 performance period.

Did McAnnally’s ONE Gas (OGS) Form 4 show open-market stock sales?

The Form 4 shows tax-withholding dispositions of common stock, coded F, to satisfy exercise price or tax liabilities. These F-code transactions represent shares delivered for obligations, not open-market sales to third-party buyers.

How many ONE Gas (OGS) common shares did McAnnally hold after these Form 4 transactions?

After the reported exercises, awards, and tax-withholding dispositions, McAnnally directly held 56,004.622 shares of ONE Gas common stock. This figure reflects his direct ownership following all Form 4 transactions reported for February 2026.