ONE Gas, Inc. 8-K

What Happened

• ONE Gas, Inc. (OGS) filed an 8-K (Dec 29, 2025) announcing it expects to settle and issue a total of 2,633,700 shares of common stock under three forward sale agreements on or before December 29, 2025. The settlements are with Bank of America, N.A. and JPMorgan Chase Bank, N.A., and the company expects to receive approximately $205 million in net proceeds from the three transactions.

Key Details

• 223,000 shares to be issued under a Forward Sale Agreement with Bank of America, N.A., dated Sept 11, 2023 (as amended Dec 27, 2024).
• 180,000 shares to be issued under a Forward Sale Agreement with Bank of America, N.A., dated Sept 15, 2023 (as amended Dec 27, 2024).
• 2,230,700 shares to be issued under a Forward Sale Agreement with JPMorgan Chase Bank, N.A., dated May 8, 2025.
• Aggregate expected net proceeds from the three forward sale settlements: approximately $205 million. All settlements expected on or before December 29, 2025.

Why It Matters

• These settlements will increase ONE Gas’s outstanding common shares by 2,633,700 shares when completed, which is dilution that investors should factor into per-share metrics (EPS, NAV).
• The company will receive approximately $205 million in net proceeds, providing additional capital on its balance sheet; the 8-K does not specify how the proceeds will be used.
• Investors tracking share count and capital-raising activity should note the counterparties (Bank of America and JPMorgan) and the December 29, 2025 settlement deadline.