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ONE Gas, Inc.·4

Feb 19, 4:15 PM ET

DINAN CURTIS 4

4 · ONE Gas, Inc. · Filed Feb 19, 2026

Research Summary

AI-generated summary of this filing

Updated

ONE Gas (OGS) SVP Curtis Dinan Exercises Options, Receives Awards

What Happened
Curtis Dinan, Senior Vice President and Chief Operating Officer of ONE Gas (OGS), exercised and converted several derivative awards and received equity awards in mid-February 2026. Across transactions dated Feb 14 and Feb 16, Dinan acquired about 18,792 shares through exercises and awards (total value ≈ $1.617M) and disposed of about 11,162 shares (sales/withholdings) for proceeds ≈ $960K — a net increase of ~7,629 shares and net value ≈ $656K. Some shares were withheld to cover taxes/exercise costs and some derivative shares were disposed of immediately.

Key Details

  • Transaction dates: Feb 14, 2026 and Feb 16, 2026. Filing date: Feb 19, 2026.
  • Prices: transactions reported at $86.04 per share.
  • Gross acquired: ~18,791.676 shares (≈ $1,616,835).
  • Gross disposed (sales/withholdings): ~11,162.446 shares (≈ $960,417).
  • Net result: ~7,629.23 net shares acquired; net economic value ≈ $656,418.
  • Shares owned after transaction: not provided in the supplied filing details.
  • Relevant footnotes:
    • Performance units vested and were certified (some vested at 76% payout based on relative TSR and were issued Feb 16, 2026).
    • Restricted units included dividend equivalents paid in shares at vesting.
    • Additional performance and restricted unit awards were granted that vest Feb 17, 2029 (performance payout 0–200% depending on TSR).
    • Share disposals include tax withholding to satisfy exercise/tax obligations (code F) and some derivative shares were disposed immediately (cashless or sale on exercise; code M with disposition).

Context

  • Many entries are option exercises/conversions (derivative activity) and issuance of performance/restricted unit awards. Where shares are withheld or sold at exercise, that commonly reflects tax-withholding or cashless exercise mechanics rather than an independent open-market sell.
  • Awards include both vested performance/restricted units (issued now) and longer-term awards that will vest in 2029 subject to performance.
  • This activity appears to be routine compensation realization and award settlement rather than an outright open-market purchase. No 10% owner or 10b5-1 plan was indicated in the provided data.

Insider Transaction Report

Form 4
Period: 2026-02-14
ONE Gas, Inc.OGS
DINAN CURTIS
See Remarks
Transactions
  • Exercise/Conversion

    Common stock, par value $0.01

    [F1]
    2026-02-16$86.04/sh+5,394.671$464,157→ 143,700.868 total
  • Tax Payment

    Common stock, par value $0.01

    [F1]
    2026-02-16$86.04/sh−2,437.54$209,726→ 141,263.328 total
  • Exercise/Conversion

    Common stock, par value $0.01

    [F2]
    2026-02-14$86.04/sh+1,774.005$152,635→ 143,037.333 total
  • Tax Payment

    Common stock, par value $0.01

    [F2]
    2026-02-14$86.04/sh−777.906$66,931→ 142,259.427 total
  • Exercise/Conversion

    Performance Units 2023

    [F1]
    2026-02-16$86.04/sh−6,358$547,042→ 0 total
    → Common stock, par value $0.01 (6,358 underlying)
  • Exercise/Conversion

    Restricted Units 2023

    [F2]
    2026-02-14$86.04/sh−1,589$136,718→ 0 total
    → Common stock, par value $0.01 (1,589 underlying)
  • Award

    Performance Units 2026

    [F3]
    2026-02-16$86.04/sh+6,974$600,043→ 6,974 total
    → Common stock, par value $0.01 (6,974 underlying)
  • Award

    Restricted Units 2026

    [F4]
    2026-02-16$86.04/sh+4,649$400,000→ 4,649 total
    → Common stock, par value $0.01 (4,649 underlying)
Holdings

  • Common stock, par value $0.01

    (indirect: By 401(k))
    5,909
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 Curtis L. Dinan|2026-02-19

Documents

1 file
  • 4
    ownership.xmlPrimary

    4