Equity awards shift for ONE Gas (OGS) officer Kouplen in 2026 Form 4

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

ONE Gas, Inc. insider Angela Kouplen reported multiple equity award transactions involving common stock and units. On February 14, 2026 and February 16, 2026, she exercised previously granted 2023 performance and restricted units into common stock at a reference price of $86.04 per share, with some shares surrendered to cover tax obligations through tax-withholding dispositions.

She also received new equity awards on February 16, 2026, including Performance Units 2026 and Restricted Units 2026. According to the award terms, the 2026 performance units will vest on February 17, 2029 for 0–200% of the granted units based on ONE Gas’ total shareholder return versus a selected peer group from January 1, 2026 through December 31, 2029, while the 2026 restricted units vest on February 17, 2029 under a restricted unit award agreement.

Insider Trade Summary

3,299 shares exercised/converted

Mixed 8 txns

Insider Kouplen Angela

Role See Remarks

Type	Security	Shares	Price	Value
Exercise	Performance Units 2023	2,639	$86.04	$227K
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	2,182.772	$86.04	$188K
Tax Withholding	Common stock, par value $0.01	1,000.109	$86.04	$86K
Exercise	Restricted Units 2023	660	$86.04	$57K
Exercise	Common stock, par value $0.01	718.287	$86.04	$62K
Tax Withholding	Common stock, par value $0.01	300.603	$86.04	$26K

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 — 2,439.088 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^*

Kouplen Angela

(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		2,182.772⁽¹⁾	A	$86.04⁽¹⁾	2,439.088	D
Common stock, par value $0.01	02/16/2026		F		1,000.109⁽¹⁾	D	$86.04⁽¹⁾	1,438.979	D
Common stock, par value $0.01	02/14/2026		M		718.287⁽²⁾	A	$86.04⁽²⁾	2,157.266	D
Common stock, par value $0.01	02/14/2026		F		300.603⁽²⁾	D	$86.04⁽²⁾	1,856.663	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			2,639	⁽¹⁾	⁽¹⁾	Common stock, par value $0.01	2,639	$86.04⁽¹⁾	0	D
Restricted Units 2023	⁽²⁾	02/14/2026		M			660	⁽²⁾	⁽²⁾	Common stock, par value $0.01	660	$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 and Chief Human Resources Officer

	/s/ Brian K. Shore, Attorney-in-Fact for Angela E. Kouplen	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 ONE Gas (OGS) report for Angela Kouplen?

Angela Kouplen reported exercising 2023 performance and restricted units into ONE Gas common stock and making related tax-withholding dispositions, while also receiving new 2026 performance and restricted unit awards that will vest in 2029 under the company’s 2018 Amended and Restated Equity Compensation Plan.

How many ONE Gas 2026 performance units did Angela Kouplen acquire?

Angela Kouplen acquired 2,301 ONE Gas 2026 performance units, granted at a reference price of $86.04 per unit. The actual number that ultimately vests in 2029 will range from 0% to 200% of this grant, based on relative total shareholder return versus a selected peer group.

When do Angela Kouplen’s 2026 equity awards at ONE Gas vest?

The 2026 performance units and restricted units granted to Angela Kouplen vest on February 17, 2029. Performance unit vesting depends on ONE Gas’ total shareholder return versus peers from January 1, 2026 through December 31, 2029, while restricted units follow their award agreement.

What does the tax-withholding disposition in Angela Kouplen’s ONE Gas Form 4 mean?

The tax-withholding dispositions reflect shares of ONE Gas common stock delivered to satisfy tax obligations from equity award exercises. Instead of paying cash taxes, a portion of the newly acquired shares was withheld at a reference price of $86.04 per share, reducing net shares retained.

How were ONE Gas 2023 performance units for Angela Kouplen determined at vesting?

The 2023 performance units vested at 76% of the units originally awarded, based on ONE Gas’ total shareholder return versus a selected peer group. This vesting level was certified by the Executive Compensation Committee on February 16, 2026 and paid out in shares pursuant to the grant agreement.

Under what plan were Angela Kouplen’s ONE Gas equity awards granted?

All reported performance units and restricted units for Angela Kouplen were granted under ONE Gas’ Amended and Restated Equity Compensation Plan (2018). The plan provides for performance-based and time-based stock unit awards, including dividend equivalents that are paid in shares when underlying units vest.