McAnnally Robert S. 4
4 · ONE Gas, Inc. · Filed Feb 19, 2026
Research Summary
AI-generated summary of this filing
ONE Gas CEO Robert McAnnally Exercises Options & Receives Awards
What Happened
Robert S. McAnnally, President and Chief Executive Officer of ONE Gas (OGS), exercised and converted equity awards and received new awards in transactions on February 14 and February 16, 2026. Total reported acquisitions equal 62,559.172 shares (market value ≈ $5.38M at $86.04/share), while total reported disposals (withholdings/sales to cover taxes or settlement) equal 39,284.538 shares (≈ $3.38M). The net result was an increase of 23,274.634 shares, with a net economic value of roughly $2.00M. All transactions used a per-share price of $86.04.
Key Details
- Transaction dates and price: Feb 14, 2026 and Feb 16, 2026 at $86.04 per share.
- Major line items (selected):
- Exercised/converted (Acquired): 19,088.379 shares ($1,642,364) and 6,278.793 shares ($540,227).
- Withheld/paid for taxes or exercise (Disposed): 8,410.289 shares ($723,621) and 2,753.249 shares ($236,890).
- Additional derivative conversions listed as disposed: 22,497 shares ($1,935,642) and 5,624 shares ($483,889).
- Grants/awards (A) on Feb 16: 26,034 shares ($2,239,965) and 11,158 shares ($960,034).
- Shares owned after transaction: Not specified in the provided filing excerpt.
- Footnotes:
- F1–F2: Some shares reflect vested performance units and restricted units (vesting/certification around Feb 14–16; 76% of certain performance units vested based on TSR results and were certified Feb 16).
- F3–F4: The Feb 16 grants are performance and restricted unit awards that vest on Feb 17, 2029 (performance payout 0–200% based on TSR).
- Filing timeliness: Form 4 filed Feb 19, 2026 for Feb 14–16 activity — filing appears timely (no late filing indicated).
- Remark: Insider is President & CEO.
Context
- The report shows exercises/conversions of derivative awards (code M) and share disposals to satisfy tax withholding or settlement (code F). That pattern (exercise + share withholding/sale) is common for option/award settlements and does not by itself indicate a buy/sell sentiment.
- Some shares were newly granted as long‑term performance/restricted awards that vest years later (2029), while other units vested and were issued based on performance/dividend equivalents in February 2026.
Insider Transaction Report
Form 4
McAnnally Robert S.
DirectorSee Remarks
Transactions
- Exercise/Conversion
Common stock, par value $0.01
[F1]2026-02-16$86.04/sh+19,088.379$1,642,364→ 64,414.911 total - Tax Payment
Common stock, par value $0.01
[F1]2026-02-16$86.04/sh−8,410.289$723,621→ 56,004.622 total - Exercise/Conversion
Common stock, par value $0.01
[F2]2026-02-14$86.04/sh+6,278.793$540,227→ 62,283.415 total - Tax Payment
Common stock, par value $0.01
[F2]2026-02-14$86.04/sh−2,753.249$236,890→ 59,530.166 total - Exercise/Conversion
Performance Units 2023
[F1]2026-02-16$86.04/sh−22,497$1,935,642→ 0 total→ Common stock, par value $0.01 (22,497 underlying) - Exercise/Conversion
Restricted Units 2023
[F2]2026-02-14$86.04/sh−5,624$483,889→ 0 total→ Common stock, par value $0.01 (5,624 underlying) - Award
Performance Units 2026
[F3]2026-02-16$86.04/sh+26,034$2,239,965→ 26,034 total→ Common stock, par value $0.01 (26,034 underlying) - Award
Restricted Units 2026
[F4]2026-02-16$86.04/sh+11,158$960,034→ 11,158 total→ Common stock, par value $0.01 (11,158 underlying)
Footnotes (4)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
Signature
/s/ Brian K. Shore, Attorney-in-Fact for Robert S. McAnnally|2026-02-19