Equity awards shift for ONE Gas (NYSE: OGS) officer Bender

Q: What new equity awards did Mark A. Bender receive from ONE Gas (OGS)?

He received 2,301 2026 performance units and 1,534 2026 restricted units on February 16, 2026. These awards were granted under the 2018 equity plan and are scheduled to vest on February 17, 2029, subject to time-based and performance-based conditions, respectively.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

ONE Gas, Inc. officer Mark A. Bender reported several equity-compensation transactions involving performance and restricted units that converted into common stock, plus new long-term awards. On February 14 and 16, 2026, previously granted 2023 performance and restricted units vested and were exercised into common shares at $86.04 per share.

These conversions produced multiple common stock acquisitions alongside share dispositions used to cover tax obligations, leaving Bender with 28,582.399 directly owned common shares after the latest tax-withholding transaction. He also received new 2026 performance units of 2,301 and restricted units of 1,534, which are scheduled to vest on February 17, 2029, with performance units paying out from 0% to 200% based on relative total shareholder return over the 2026–2029 period.

Insider Trade Summary

3,974 shares exercised/converted

Mixed 8 txns

Insider Bender Mark A.

Role See Remarks

Type	Security	Shares	Price	Value
Exercise	Performance Units 2023	3,179	$86.04	$274K
Grant/Award	Performance Units 2026	2,301	$86.04	$198K
Grant/Award	Restricted Units 2026	1,534	$86.04	$132K
Exercise	Common stock, par value $0.01	2,697.336	$86.04	$232K
Tax Withholding	Common stock, par value $0.01	1,268.172	$86.04	$109K
Exercise	Restricted Units 2023	795	$86.04	$68K
Exercise	Common stock, par value $0.01	887.56	$86.04	$76K
Tax Withholding	Common stock, par value $0.01	389.19	$86.04	$33K

Holdings After Transaction: Performance Units 2023 — 0 shares (Direct); Performance Units 2026 — 2,301 shares (Direct); Restricted Units 2026 — 1,534 shares (Direct); Common stock, par value $0.01 — 29,850.571 shares (Direct); Restricted Units 2023 — 0 shares (Direct)

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^*

Bender Mark A.

(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		2,697.336⁽¹⁾	A	$86.04⁽¹⁾	29,850.571	D
Common stock, par value $0.01	02/16/2026		F		1,268.172⁽¹⁾	D	$86.04⁽¹⁾	28,582.399	D
Common stock, par value $0.01	02/14/2026		M		887.56⁽²⁾	A	$86.04⁽²⁾	29,469.959	D
Common stock, par value $0.01	02/14/2026		F		389.19⁽²⁾	D	$86.04⁽²⁾	29,080.769	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)
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			3,179	⁽¹⁾	⁽¹⁾	Common stock, par value $0.01	3,179	$86.04⁽¹⁾	0	D
Restricted Units 2023	⁽²⁾	02/14/2026		M			795	⁽²⁾	⁽²⁾	Common stock, par value $0.01	795	$86.04⁽²⁾	0	D
Performance Units 2026	⁽³⁾	02/16/2026		A		2,301		⁽³⁾	⁽³⁾	Common stock, par value $0.01	2,301	$86.04⁽³⁾	2,301	D
Restricted Units 2026	⁽⁴⁾	02/16/2026		A		1,534		⁽⁴⁾	⁽⁴⁾	Common stock, par value $0.01	1,534	$86.04⁽⁴⁾	1,534	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, Administration and Chief Information Officer

	/s/ Brian K. Shore, Attorney-in-Fact for Mark A. Bender	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 did ONE Gas (OGS) officer Mark A. Bender report in this Form 4?

Mark A. Bender reported vesting and exercise of 2023 performance and restricted units into common stock at $86.04 per share, related tax-withholding share dispositions, and receipt of new 2026 performance and restricted unit awards under ONE Gas’ Amended and Restated Equity Compensation Plan (2018).

How many ONE Gas (OGS) performance and restricted units vested for Mark A. Bender?

2023 performance units vested at 76% of the original award, converting into 3,179 units plus dividend equivalents on February 14, 2026. Additionally, 795 restricted units from 2023 vested, with associated dividend equivalents paid out in shares of common stock at that time.

What new equity awards did Mark A. Bender receive from ONE Gas (OGS)?

He received 2,301 2026 performance units and 1,534 2026 restricted units on February 16, 2026. These awards were granted under the 2018 equity plan and are scheduled to vest on February 17, 2029, subject to time-based and performance-based conditions, respectively.

How do the new ONE Gas (OGS) performance units for Mark A. Bender work?

The 2026 performance units vest on February 17, 2029 for between 0% and 200% of the granted 2,301 units. The payout depends on ONE Gas’ total shareholder return versus a selected peer group from January 1, 2026 through December 31, 2029.

How many ONE Gas (OGS) common shares does Mark A. Bender own after these transactions?

After the reported conversions and tax-withholding dispositions, Mark A. Bender directly owns 28,582.399 shares of ONE Gas common stock. This figure reflects his direct ownership immediately following the final tax-withholding transaction on February 16, 2026.

Were any of Mark A. Bender’s ONE Gas (OGS) shares sold on the open market?

The reported share dispositions use transaction code F, indicating shares were withheld or delivered to cover exercise price or tax liabilities. The entries describe tax-withholding dispositions rather than open-market sales, all at a reference price of $86.04 per share.