Bender Mark A. 4

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.