ONE Gas (OGS) executive reports equity vesting, new 2029 awards and tax offsets

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(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

ONE Gas, Inc. executive Brian F. Brumfield reported equity award vesting and new grants, along with related tax-withholding share dispositions. On February 14, 2026, 2023 performance and restricted units vested under the company’s 2018 equity compensation plan and were converted into shares of common stock.

Those vestings and conversions resulted in common stock acquisitions of 562.680 and 1,283.757 shares, with 186.914 and 438.398 shares, respectively, withheld as tax-withholding dispositions at a price of $86.04 per share. Following these transactions, Brumfield held 2,870.446 shares of common stock directly and 1,434 shares indirectly through a 401(k) plan.

On February 16, 2026, he also received new awards of 959 performance units and 959 restricted units scheduled to vest on February 17, 2029, subject to total shareholder return performance conditions for the performance units and time-based vesting for the restricted units.

Insider Trade Summary

2,017 shares exercised/converted

Mixed 9 txns

Insider Brumfield Brian F.

Role See Remarks

Type	Security	Shares	Price	Value
Exercise	Performance Units 2023	1,513	$86.04	$130K
Grant/Award	Performance Units 2026	959	$86.04	$83K
Grant/Award	Restricted Units 2026	959	$86.04	$83K
Exercise	Common stock, par value $0.01	1,283.757	$86.04	$110K
Tax Withholding	Common stock, par value $0.01	438.398	$86.04	$38K
Exercise	Restricted Units 2023	504	$86.04	$43K
Exercise	Common stock, par value $0.01	562.68	$86.04	$48K
Tax Withholding	Common stock, par value $0.01	186.914	$86.04	$16K
holding	Common stock, par value $0.01	--	--	--

Holdings After Transaction: Performance Units 2023 — 0 shares (Direct); Performance Units 2026 — 959 shares (Direct); Restricted Units 2026 — 959 shares (Direct); Common stock, par value $0.01 — 3,308.844 shares (Direct); Restricted Units 2023 — 0 shares (Direct); Common stock, par value $0.01 — 1,434 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^*

Brumfield Brian F.

(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		1,283.757⁽¹⁾	A	$86.04⁽¹⁾	3,308.844	D
Common stock, par value $0.01	02/16/2026		F		438.398⁽¹⁾	D	$86.04⁽¹⁾	2,870.446	D
Common stock, par value $0.01	02/14/2026		M		562.68⁽²⁾	A	$86.04⁽²⁾	3,433.126	D
Common stock, par value $0.01	02/14/2026		F		186.914⁽²⁾	D	$86.04⁽²⁾	3,246.212	D
Common stock, par value $0.01								1,434	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			1,513	⁽¹⁾	⁽¹⁾	Common stock, par value $0.01	1,513	$86.04⁽¹⁾	0	D
Restricted Units 2023	⁽²⁾	02/14/2026		M			504	⁽²⁾	⁽²⁾	Common stock, par value $0.01	504	$86.04⁽²⁾	0	D
Performance Units 2026	⁽³⁾	02/16/2026		A		959		⁽³⁾	⁽³⁾	Common stock, par value $0.01	959	$86.04⁽³⁾	959	D
Restricted Units 2026	⁽⁴⁾	02/16/2026		A		959		⁽⁴⁾	⁽⁴⁾	Common stock, par value $0.01	959	$86.04⁽⁴⁾	959	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:

Vice President, Chief Accounting Officer and Controller

	/s/ Brian K. Shore, Attorney-in-Fact for Brian F. Brumfield	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).
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Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Brian F. Brumfield report at ONE Gas (OGS)?

Brian F. Brumfield reported vesting of 2023 performance and restricted units, related conversions into ONE Gas common stock, new 2026 performance and restricted unit grants, and share dispositions used to cover tax obligations associated with these equity awards under the company’s 2018 equity compensation plan.

How many ONE Gas (OGS) shares did Brumfield acquire and dispose of in this Form 4?

Brumfield acquired 1,283.757 and 562.680 shares of ONE Gas common stock through equity award conversions, while 438.398 and 186.914 shares were disposed of as tax-withholding to satisfy obligations, all at a reported price of $86.04 per share according to the filing.

What new equity awards did Brumfield receive from ONE Gas (OGS)?

Brumfield received 959 performance units and 959 restricted units, both under the Amended and Restated Equity Compensation Plan (2018). The performance units vest based on total shareholder return versus a peer group, while the restricted units vest on February 17, 2029, subject to time-based conditions.

When do Brumfield’s new ONE Gas (OGS) performance and restricted units vest?

The new performance and restricted units granted to Brumfield are scheduled to vest on February 17, 2029. Performance units depend on total shareholder return from January 1, 2026 through December 31, 2029, while restricted units vest solely based on time under the award agreement.

How many ONE Gas (OGS) shares does Brumfield hold directly and indirectly after these transactions?

After the reported transactions, Brumfield directly holds 2,870.446 shares of ONE Gas common stock. He also has indirect ownership of 1,434 shares through a 401(k) plan, reflecting retirement-plan holdings rather than directly held shares in his own name.

What plan governs the equity awards reported by Brumfield at ONE Gas (OGS)?

All reported performance units, restricted units, and associated dividend equivalents were granted under ONE Gas’s Amended and Restated Equity Compensation Plan (2018). Vesting, performance measurement, and share issuance occur in accordance with the related grant agreements and award documents referenced in the filing.