Christopher P. Sighinolfi - Feb 18, 2025 Form 4 Insider Report for ONE Gas, Inc. (OGS)

Signature
/s/ Brian K. Shore, Attorney-in-Fact for Christopher P. Sighinolfi
Stock symbol
OGS
Transactions as of
Feb 18, 2025
Transactions value $
$661,992
Form type
4
Date filed
2/20/2025, 04:15 PM
Previous filing
Feb 21, 2024
This filing has been restated, see here for the amended filing

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OGS Common stock, par value $0.01 Options Exercise $0 +758 +53.02% $0.00 2.19K Feb 18, 2025 Direct F1, F2
transaction OGS Common stock, par value $0.01 Tax liability -$4.23K -59.1 -2.7% $71.53 2.13K Feb 18, 2025 Direct F1, F2
transaction OGS Common stock, par value $0.01 Options Exercise $36.2K +506 +23.76% $71.53 2.64K Feb 18, 2025 Direct F3
transaction OGS Common stock, par value $0.01 Tax liability -$12.4K -174 -6.6% $71.53 2.46K Feb 18, 2025 Direct F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction OGS Performance Units 2022 Options Exercise $0 -1.36K -100% $0.00 0 Feb 18, 2025 Common stock, par value $0.01 1.36K Direct F1, F2
transaction OGS Restricted Units 2022 Options Exercise -$32.5K -455 -100% $71.53 0 Feb 18, 2025 Common stock, par value $0.01 455 Direct F3
transaction OGS Performance Units 2025 Award $405K +5.66K $71.53 5.66K Feb 18, 2025 Common stock, par value $0.01 5.66K Direct F4
transaction OGS Restricted Units 2025 Award $270K +3.78K $71.53 3.78K Feb 18, 2025 Common stock, par value $0.01 3.78K Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Performance units awarded under the Issuer's Amended and Restated Equity Compensation Plan (2018) (the "ECP"). The award, including dividend equivalents, vested on February 15, 2025, in an amount equal to 50% of the performance units awarded based upon Issuer's total shareholder return compared to the total shareholder return of a selected peer group and was certified by the Executive Compensation Committee of the Board of Directors on February 17, 2025. The reporting person's receipt of 758.352 shares of common stock was deferred under the ECP resulting in the reporting person's receipt of 758.352 deferred stock units. The deferred stock units become payable in shares of common stock after the reporting person's termination of service, pursuant to the reporting person's distribution election under the ECP. The reporting person is therefore reporting the disposition of 758.352 shares of common stock in exchange for an equal number of deferred stock units.
F2 (Continued from footnote 1) The reporting person had 59.149 shares withheld and cancelled in respect of taxes in connection with the vesting of the performance units.
F3 Restricted units awarded under Issuer's Amended and Restated Equity Compensation Plan (2018). The award vested on February 15, 2025. 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 award and credited dividend equivalents were payable one share of the Issuer's common stock for each vested restricted unit, including additional restricted units resulting from the dividend equivalents.
F4 Performance units awarded under the Issuer's Amended and Restated Equity Compensation Plan (2018). The award will vest on February 19, 2028, 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, 2025, through December 31, 2027, in accordance with the terms of the Performance Unit Award Agreement. During the 3-year vesting period, the award will be credited with dividend equivalents that will be paid out at the time the underlying units are issued. The award and credited dividend equivalents will be payable one share of the Issuer's common stock for each vested performance unit and dividend equivalent.
F5 Restricted units awarded under the Issuer's Amended and Restated Equity Compensation Plan (2018). The award vests on February 19, 2028, in accordance with the terms of the Restricted Unit Award Agreement. During the 3-year vesting period, the award will be credited with dividend equivalents that will be paid out at the time the underlying units are issued. The award and credited dividend equivalents will be payable one share of the Issuer's common stock for each vested restricted unit and dividend equivalent.

Remarks:

Senior Vice President and Chief Financial Officer