Bender Mark A. 4
4 · ONE Gas, Inc. · Filed Feb 19, 2026
Research Summary
AI-generated summary of this filing
ONE Gas (OGS) SVP Mark Bender Exercises Options, Receives Awards
What Happened
Mark A. Bender, Senior Vice President, Administration and Chief Information Officer of ONE Gas (OGS), executed a series of option exercises, tax-withholding share dispositions, and equity awards in mid-February 2026. Across transactions dated Feb 14 and Feb 16, 2026 he: exercised options that converted into shares (several "M" entries), had shares withheld to cover exercise price/taxes ("F" entries), and was granted/issued performance and restricted-unit awards ("A" entries). The combined reported value for these transactions is about $1.12 million.
Key Details
- Transaction dates and prices:
- Feb 14, 2026: Exercised options for 887.56 shares @ $86.04 (value $76,366); 389.19 shares withheld for taxes @ $86.04 (value $33,486); 795 derivative shares marked disposed @ $86.04 (value $68,402).
- Feb 16, 2026: Exercised options for 2,697.336 shares @ $86.04 (value $232,079); 1,268.172 shares withheld for taxes @ $86.04 (value $109,114); 3,179 derivative shares marked disposed @ $86.04 (value $273,521); granted/issued 2,301 and 1,534 derivative units @ $86.04 (values $197,978 and $131,985).
- Total reported transaction value: approximately $1,122,931 across all line items.
- Shares owned after the transactions: Not disclosed in this Form 4.
- Footnotes / notable mechanics:
- F1/F2: Some units vested (performance and restricted units) with dividend equivalents paid in shares; the Feb 14 vesting was certified Feb 16 and resulted in issuance per the grant terms.
- F3/F4: New performance and restricted unit awards granted on Feb 16 vest on Feb 17, 2029 (performance units vest 0%–200% depending on TSR vs. peers).
- Transaction codes: M = option exercise/conversion; F = shares withheld to pay exercise price or taxes; A = grant/award issuance.
- Timeliness: The Form 4 was filed Feb 19, 2026 covering transactions on Feb 14 and Feb 16. That filing date is after the usual two-business-day reporting window following the change date, so it appears to have been posted after the typical SEC Form 4 reporting window.
Context
- These filings show an option exercise with shares withheld to cover taxes/option costs (common cashless/withholding practice), plus issuance of vested restricted and performance-based shares and new awards with multi-year vesting. Exercises and awards are routine forms of executive compensation and do not by themselves indicate future company performance.
Insider Transaction Report
Form 4
Bender Mark A.
See Remarks
Transactions
- Exercise/Conversion
Common stock, par value $0.01
[F1]2026-02-16$86.04/sh+2,697.336$232,079→ 29,850.571 total - Tax Payment
Common stock, par value $0.01
[F1]2026-02-16$86.04/sh−1,268.172$109,114→ 28,582.399 total - Exercise/Conversion
Common stock, par value $0.01
[F2]2026-02-14$86.04/sh+887.56$76,366→ 29,469.959 total - Tax Payment
Common stock, par value $0.01
[F2]2026-02-14$86.04/sh−389.19$33,486→ 29,080.769 total - Exercise/Conversion
Performance Units 2023
[F1]2026-02-16$86.04/sh−3,179$273,521→ 0 total→ Common stock, par value $0.01 (3,179 underlying) - Exercise/Conversion
Restricted Units 2023
[F2]2026-02-14$86.04/sh−795$68,402→ 0 total→ Common stock, par value $0.01 (795 underlying) - Award
Performance Units 2026
[F3]2026-02-16$86.04/sh+2,301$197,978→ 2,301 total→ Common stock, par value $0.01 (2,301 underlying) - Award
Restricted Units 2026
[F4]2026-02-16$86.04/sh+1,534$131,985→ 1,534 total→ Common stock, par value $0.01 (1,534 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 Mark A. Bender|2026-02-19