Brumfield Brian F. 4
4 · ONE Gas, Inc. · Filed Feb 19, 2026
Research Summary
AI-generated summary of this filing
ONE Gas (OGS) VP Brian Brumfield Exercises Options and Receives Awards
What Happened
- Brian F. Brumfield, Vice President, Chief Accounting Officer and Controller of ONE Gas (OGS), exercised/converted derivative awards and received stock awards in mid-February 2026. Across Feb 14–16 he acquired a total of 3,764.437 shares (from exercises and grants) at an exercise/record price of $86.04 (gross value ≈ $323,891). To cover tax and exercise obligations, 625.312 shares were withheld (F) and an additional 2,017 shares were reported as disposed in connection with derivative settlements, leaving a net increase of about 1,122.125 shares (net value ≈ $96.5K).
Key Details
- Transaction dates and prices:
- Feb 14, 2026: exercised/converted 562.680 shares @ $86.04 (acquired, $48,413) and 504 shares @ $86.04 (derivative disposed, $43,364); 186.914 shares withheld for tax @ $86.04 ($16,082).
- Feb 16, 2026: exercised/converted 1,283.757 shares @ $86.04 (acquired, $110,454) and 1,513 shares @ $86.04 (derivative disposed, $130,179); two grants/awards of 959 shares each @ $86.04 (each valued $82,512); 438.398 shares withheld for tax @ $86.04 ($37,720).
- Transaction codes: M = exercise/conversion of derivative, A = grant/award, F = payment of exercise price or tax withholding.
- Footnotes summary:
- F1: Performance units vested (76% payout) and were certified Feb 16, 2026.
- F2: Restricted units credited with dividend equivalents paid in shares at vesting.
- F3/F4: Additional performance and restricted unit awards granted that vest on Feb 17, 2029 (0–200% payout possible for performance units).
- Shares owned after transaction: not disclosed in the provided filing excerpt.
- Filing timeliness: Form 4 filed Feb 19, 2026 for transactions dated Feb 14–16, 2026. Form 4s are generally due within two business days of the transaction; this filing was submitted a few days after the trades (the filing does not indicate a late-exemption).
Context
- These transactions combine exercises/conversions of previously granted performance/restricted units and new awards. The disposals marked F are tax-withholding shares (common when awards vest or options are exercised); other disposals reported with code M likely reflect net settlements related to derivative conversions. Such withholding/net-settlement activity is routine for vested awards and tax obligations and does not, by itself, imply a broader trading signal.
Insider Transaction Report
Form 4
Brumfield Brian F.
See Remarks
Transactions
- Exercise/Conversion
Common stock, par value $0.01
[F1]2026-02-16$86.04/sh+1,283.757$110,454→ 3,308.844 total - Tax Payment
Common stock, par value $0.01
[F1]2026-02-16$86.04/sh−438.398$37,720→ 2,870.446 total - Exercise/Conversion
Common stock, par value $0.01
[F2]2026-02-14$86.04/sh+562.68$48,413→ 3,433.126 total - Tax Payment
Common stock, par value $0.01
[F2]2026-02-14$86.04/sh−186.914$16,082→ 3,246.212 total - Exercise/Conversion
Performance Units 2023
[F1]2026-02-16$86.04/sh−1,513$130,179→ 0 total→ Common stock, par value $0.01 (1,513 underlying) - Exercise/Conversion
Restricted Units 2023
[F2]2026-02-14$86.04/sh−504$43,364→ 0 total→ Common stock, par value $0.01 (504 underlying) - Award
Performance Units 2026
[F3]2026-02-16$86.04/sh+959$82,512→ 959 total→ Common stock, par value $0.01 (959 underlying) - Award
Restricted Units 2026
[F4]2026-02-16$86.04/sh+959$82,512→ 959 total→ Common stock, par value $0.01 (959 underlying)
Holdings
- 1,434(indirect: By 401(k))
Common stock, par value $0.01
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 Brian F. Brumfield|2026-02-19