ONE Gas (OGS) director converts 19,976 phantom units into common stock

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

ONE Gas, Inc. director John William Gibson settled a long‑term compensation award by converting 19,976 phantom stock units into an equal number of common shares on June 3, 2026. These units came from deferred stock credited under the company’s non‑employee director deferred compensation plan, including dividend‑equivalent units through the June 2, 2026 dividend date.

Following this derivative exercise and share settlement, Gibson directly holds 292,670 shares of ONE Gas common stock. He also continues to hold 6,010 phantom stock units under prior deferred distribution elections, which remain payable in future installments according to the plan. The activity reflects compensation-related settlement rather than an open‑market purchase or sale.

Insider Trade Summary

19,976 shares exercised/converted

Mixed 2 txns

Insider GIBSON JOHN WILLIAM

Role null

Type	Security	Shares	Price	Value
Exercise	Phantom Stock	19,976	$77.74	$1.55M
Exercise	Common stock, par value $0.01	19,976	$77.47	$1.55M

Holdings After Transaction: Phantom Stock — 6,010 shares (Direct, null); Common stock, par value $0.01 — 292,670 shares (Direct, null)

Footnotes (1)

Represents settlement of deferred stock units credited under the ONE Gas Deferred Compensation Plan for Non-Employee Directors (the "Plan"), payable in shares of common stock and convertible on a 1-for-1 ratio pursuant to the ONE Gas, Inc. Amended and Restated Equity Compensation Plan (2018) following the reporting person's retirement on May 21, 2026. 19,976 phantom stock units, including dividend-equivalent units credited through the June 2, 2026 dividend payment date, were settled in shares of common stock on June 3, 2026. The reporting person continues to hold phantom stock units subject to prior deferred distribution elections, which remain payable in future installments pursuant to the Plan.

Key Figures

Phantom units settled: 19,976 units/shares Share price reference (common): $77.47 per share Share price reference (phantom): $77.74 per unit +4 more

7 metrics

Phantom units settled 19,976 units/shares Deferred stock units settled into common shares on June 3, 2026

Share price reference (common) $77.47 per share Transaction price per share for common stock entry

Share price reference (phantom) $77.74 per unit Transaction price per phantom stock unit entry

Shares held after transaction 292,670 shares Direct ONE Gas common stock holdings after settlement

Remaining phantom stock units 6,010 units Phantom units still held after June 3, 2026

Retirement date May 21, 2026 Director retirement triggering settlement under plan terms

Settlement date June 3, 2026 Date 19,976 phantom units were settled into common shares

Key Terms

Phantom Stock, Deferred Compensation Plan, dividend-equivalent units, Equity Compensation Plan

4 terms

Phantom Stock financial

"The reporting person continues to hold phantom stock units subject to prior deferred distribution elections"

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

Deferred Compensation Plan financial

"deferred stock units credited under the ONE Gas Deferred Compensation Plan for Non-Employee Directors"

A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.

dividend-equivalent units financial

"19,976 phantom stock units, including dividend-equivalent units credited through the June 2, 2026 dividend payment date"

Equity Compensation Plan financial

"convertible on a 1-for-1 ratio pursuant to the ONE Gas, Inc. Amended and Restated Equity Compensation Plan (2018)"

A plan by which a company gives employees, directors or contractors ownership or the right to buy ownership in the company through stock, options or similar awards — think of promising slices of the company pie as part of someone's pay. It matters to investors because these awards can change the number of shares outstanding, affect reported profits and influence management’s decisions; large or generous plans can dilute existing holders and alter incentives over time.

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Form 4 Insider Transactions: What Each Field Means →

06/04/2026 - 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^*

GIBSON JOHN WILLIAM

(Last)

(First)

(Middle)

15 E. 5TH STREET

(Street)

TULSA

OKLAHOMA

74103

(City)

(State)

(Zip)

UNITED STATES

(Country)

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
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/03/2026		M		19,976⁽¹⁾	A	$77.47	292,670	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)
Phantom Stock	⁽¹⁾	06/03/2026		M			19,976⁽¹⁾	⁽¹⁾	⁽¹⁾	Common stock, par value $0.01	19,976⁽¹⁾	$77.74⁽¹⁾	6,010⁽²⁾	D

Explanation of Responses:

1. Represents settlement of deferred stock units credited under the ONE Gas Deferred Compensation Plan for Non-Employee Directors (the "Plan"), payable in shares of common stock and convertible on a 1-for-1 ratio pursuant to the ONE Gas, Inc. Amended and Restated Equity Compensation Plan (2018) following the reporting person's retirement on May 21, 2026. 19,976 phantom stock units, including dividend-equivalent units credited through the June 2, 2026 dividend payment date, were settled in shares of common stock on June 3, 2026.

2. The reporting person continues to hold phantom stock units subject to prior deferred distribution elections, which remain payable in future installments pursuant to the Plan.

	/s/ Brian K. Shore, Attorney-in-Fact for John W. Gibson	06/04/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did ONE Gas (OGS) director John Gibson report?

John Gibson reported settling 19,976 phantom stock units into common shares. These units were deferred director compensation, converted on a one-for-one basis into ONE Gas common stock as part of a planned distribution under the company’s equity and deferred compensation plans.

Did John Gibson buy or sell ONE Gas (OGS) shares on the open market?

The filing shows no open-market buy or sell by John Gibson. Instead, 19,976 phantom stock units from a deferred compensation plan were settled into common shares, reflecting a compensation-related derivative exercise rather than a discretionary market trade.

How many ONE Gas (OGS) shares does John Gibson hold after this Form 4?

After the reported transaction, John Gibson directly holds 292,670 ONE Gas common shares. This total includes the 19,976 shares received from settling phantom stock units that were credited to him under the company’s non-employee director deferred compensation plan.

What are phantom stock units in the ONE Gas (OGS) director plan?

Phantom stock units are deferred compensation credits that track ONE Gas stock value. Under the company’s non-employee director deferred compensation plan, these units, including dividend-equivalent units, are ultimately payable in shares of common stock on a one-for-one basis at specified distribution dates.

Does John Gibson still hold phantom stock units of ONE Gas (OGS)?

Yes. After settling 19,976 phantom stock units into shares, John Gibson continues to hold 6,010 phantom stock units. These remaining units are subject to prior deferred distribution elections and will be paid in future installments under the company’s deferred compensation plan.

Why were John Gibson’s ONE Gas (OGS) phantom units settled on June 3, 2026?

The footnotes state that 19,976 phantom stock units were settled in common shares on June 3, 2026 following John Gibson’s retirement on May 21, 2026. The settlement timing aligns with plan terms and includes dividend-equivalent units through the June 2, 2026 dividend payment date.