Brumfield Brian F. 4

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.