Equity awards vest for ONE Gas (NYSE: OGS) executive Curtis Dinan

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(Very High)

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(Neutral)

Form Type

Rhea-AI Filing Summary

ONE Gas, Inc. executive Curtis Dinan reported multiple equity-based transactions involving performance units, restricted units, and common stock. Performance and restricted units granted in 2023 under the Amended and Restated Equity Compensation Plan vested around mid‑February 2026, with related shares of common stock issued at $86.04 per share and a portion withheld to satisfy tax obligations.

On February 16, 2026, Dinan received new grants of 6,974 Performance Units 2026 and 4,649 Restricted Units 2026, scheduled to vest on February 17, 2029. The 2026 performance units can pay out between 0% and 200% of the awarded amount based on ONE Gas’s total shareholder return versus a selected peer group over the period from January 1, 2026, through December 31, 2029.

Following these transactions, Dinan directly held 141,263.328 shares of ONE Gas common stock, in addition to outstanding performance and restricted units, and indirectly held 5,909 shares through a 401(k) plan.

Insider Trade Summary

7,947 shares exercised/converted

Mixed 9 txns

Insider DINAN CURTIS

Role See Remarks

Type	Security	Shares	Price	Value
Exercise	Performance Units 2023	6,358	$86.04	$547K
Grant/Award	Performance Units 2026	6,974	$86.04	$600K
Grant/Award	Restricted Units 2026	4,649	$86.04	$400K
Exercise	Common stock, par value $0.01	5,394.671	$86.04	$464K
Tax Withholding	Common stock, par value $0.01	2,437.54	$86.04	$210K
Exercise	Restricted Units 2023	1,589	$86.04	$137K
Exercise	Common stock, par value $0.01	1,774.005	$86.04	$153K
Tax Withholding	Common stock, par value $0.01	777.906	$86.04	$67K
holding	Common stock, par value $0.01	--	--	--

Holdings After Transaction: Performance Units 2023 — 0 shares (Direct); Performance Units 2026 — 6,974 shares (Direct); Restricted Units 2026 — 4,649 shares (Direct); Common stock, par value $0.01 — 143,700.868 shares (Direct); Restricted Units 2023 — 0 shares (Direct); Common stock, par value $0.01 — 5,909 shares (Indirect, by 401(k) Plan)

Footnotes (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. 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. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

02/19/2026 - 04:15 PM

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

DINAN CURTIS

(Last)

(First)

(Middle)

15 E. 5TH STREET

(Street)

TULSA

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)
02/14/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock, par value $0.01	02/16/2026		M		5,394.671⁽¹⁾	A	$86.04⁽¹⁾	143,700.868	D
Common stock, par value $0.01	02/16/2026		F		2,437.54⁽¹⁾	D	$86.04⁽¹⁾	141,263.328	D
Common stock, par value $0.01	02/14/2026		M		1,774.005⁽²⁾	A	$86.04⁽²⁾	143,037.333	D
Common stock, par value $0.01	02/14/2026		F		777.906⁽²⁾	D	$86.04⁽²⁾	142,259.427	D
Common stock, par value $0.01								5,909	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Units 2023	⁽¹⁾	02/16/2026		M			6,358	⁽¹⁾	⁽¹⁾	Common stock, par value $0.01	6,358	$86.04⁽¹⁾	0	D
Restricted Units 2023	⁽²⁾	02/14/2026		M			1,589	⁽²⁾	⁽²⁾	Common stock, par value $0.01	1,589	$86.04⁽²⁾	0	D
Performance Units 2026	⁽³⁾	02/16/2026		A		6,974		⁽³⁾	⁽³⁾	Common stock, par value $0.01	6,974	$86.04⁽³⁾	6,974	D
Restricted Units 2026	⁽⁴⁾	02/16/2026		A		4,649		⁽⁴⁾	⁽⁴⁾	Common stock, par value $0.01	4,649	$86.04⁽⁴⁾	4,649	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:

Senior Vice President and Chief Operating Officer

	/s/ Brian K. Shore, Attorney-in-Fact for Curtis L. Dinan	02/19/2026
	** 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 4 (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 insider transactions did Curtis Dinan report for ONE Gas (OGS)?

Curtis Dinan reported vesting and settlement of 2023 performance and restricted units into ONE Gas common stock, with some shares withheld for taxes, plus new 2026 performance and restricted unit grants under the company’s Amended and Restated Equity Compensation Plan.

How many new equity awards did Curtis Dinan receive from ONE Gas (OGS)?

Dinan received 6,974 Performance Units 2026 and 4,649 Restricted Units 2026. These awards were granted under ONE Gas’s Amended and Restated Equity Compensation Plan and are scheduled to vest on February 17, 2029, subject to time-based and, for performance units, performance-based conditions.

What are the performance conditions on Curtis Dinan’s 2026 performance units at ONE Gas (OGS)?

The 2026 performance units can pay out between 0% and 200% of the granted amount. The payout depends on ONE Gas’s total shareholder return compared with a selected peer group over the period from January 1, 2026, through December 31, 2029, as defined in the award agreement.

How many ONE Gas (OGS) shares does Curtis Dinan hold after these transactions?

After the reported transactions, Dinan directly held 141,263.328 shares of ONE Gas common stock. He also indirectly held 5,909 shares through a 401(k) plan, alongside outstanding performance and restricted unit awards that may convert into additional shares in the future.

Were any of Curtis Dinan’s ONE Gas (OGS) shares sold in the open market?

The filing shows disposals coded as “F,” which are shares withheld to pay exercise price or tax liabilities. These tax-withholding dispositions are not open‑market sales; they occur as part of settling equity awards and related obligations under the company’s compensation plans.

At what price were Curtis Dinan’s ONE Gas (OGS) awards settled into common stock?

The equity awards converting into ONE Gas common stock were settled using a price of $86.04 per share. This price applied to both performance and restricted units that vested and were issued as common shares, with some shares retained to cover associated tax liabilities.