Sighinolfi Christopher P. 4
4 · ONE Gas, Inc. · Filed Feb 19, 2026
Research Summary
AI-generated summary of this filing
ONE Gas (OGS) CFO Christopher Sighinolfi Exercises Units, Receives Awards
What Happened
- Christopher P. Sighinolfi, Senior Vice President and Chief Financial Officer of ONE Gas (OGS), reported a mix of awards, vesting/conversions and related tax withholding on Feb 14 and Feb 16, 2026.
- He was granted 5,579 and 3,719 restricted/performance-related awards on Feb 16 (valued at $480,017 and $319,983, respectively — total ≈ $800,001).
- He also had vested/converted units: on Feb 14 he acquired 597.288 shares (reported value $51,391) and other conversions/settlements were reported across Feb 14–16. In connection with vesting/conversion, a total of 265.506 shares were withheld for taxes (203.979 shares = $17,550 on Feb 14; 61.527 shares = $5,294 on Feb 16; total ≈ $22,844).
- Some vested performance shares (1,361.820 shares) were deferred into deferred stock units (payable after termination per the reporting person’s distribution election) rather than delivered as current shares.
Key Details
- Transaction dates and reported amounts:
- Feb 16, 2026: Award/grant of 5,579 shares ($480,017) and 3,719 shares ($319,983) — reported as derivative awards (A).
- Feb 14, 2026: Conversion/exercise of 597.288 shares ($51,391) and related tax withholding of 203.979 shares ($17,550) (M = exercise/conversion; F = tax withholding).
- Feb 16, 2026: Conversion/exercise reported of 1,361.820 shares that were deferred into deferred stock units; 61.527 shares withheld for taxes ($5,294).
- Additional derivative-line items reported (e.g., 535 shares and 1,605 shares) relate to conversions/settlements shown on the Form 4.
- Shares owned after the transactions: not specified in the provided excerpt of the filing.
- Notable footnotes:
- Some performance units vested and 76% of the award was certified and issued (footnote F1); those shares were deferred into deferred stock units per the officer’s election (F1–F2).
- Certain awards are performance-based and will vest in 2029 depending on TSR vs. peers (F4); some restricted units vest in 2029 (F5). Dividend equivalents on restricted units were paid in shares at vesting (F3).
- Filing timeliness: Form 4 was filed on Feb 19, 2026, covering transactions on Feb 14 and Feb 16. Form 4s are generally due within two business days of the transaction; this filing appears to have been submitted after those deadlines (i.e., late for some transactions).
Context
- These filings are mainly award grants, vesting/conversions and related tax-withholdings — not open-market purchases or sales that indicate active buying or selling by the officer. Derivative codes: M = exercise/conversion of derivative, A = grant/award, F = shares withheld to satisfy tax withholding.
- Deferred stock units reported mean some vested shares were converted to a deferred payout (not immediately marketable shares) and will be paid after termination per the officer’s election.
- Awards and withholding are common executive-compensation events and do not necessarily signal a buy/sell sentiment.
Insider Transaction Report
Form 4
Sighinolfi Christopher P.
See Remarks
Transactions
- Exercise/Conversion
Common stock, par value $0.01
[F1][F2]2026-02-16+1,361.82→ 4,186.332 total - Tax Payment
Common stock, par value $0.01
[F1][F2]2026-02-16$86.04/sh−61.527$5,294→ 4,124.805 total - Exercise/Conversion
Common stock, par value $0.01
[F3]2026-02-14$86.04/sh+597.288$51,391→ 4,722.093 total - Tax Payment
Common stock, par value $0.01
[F3]2026-02-14$86.04/sh−203.979$17,550→ 4,518.114 total - Exercise/Conversion
Performance Units 2023
[F1][F2]2026-02-16−1,605→ 0 total→ Common stock, par value $0.01 (1,605 underlying) - Exercise/Conversion
Restricted Units 2023
[F3]2026-02-14$86.04/sh−535$46,031→ 0 total→ Common stock, par value $0.01 (535 underlying) - Award
Performance Units 2026
[F4]2026-02-16$86.04/sh+5,579$480,017→ 5,579 total→ Common stock, par value $0.01 (5,579 underlying) - Award
Restricted Units 2026
[F5]2026-02-16$86.04/sh+3,719$319,983→ 3,719 total→ Common stock, par value $0.01 (3,719 underlying)
Holdings
- 929.793(indirect: By 401(k))
Common stock, par value $0.01
Footnotes (5)
- [F1]Performance units awarded under the Issuer's Amended and Restated Equity Compensation Plan (2018) (the "ECP"). 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. The reporting person's receipt of 1,361.820 shares of common stock was deferred resulting in the reporting person's receipt of 1,361.820 deferred stock units. The deferred stock units become payable in shares of common stock after the reporting person's termination of service, pursuant to the reporting person's distribution election.
- [F2](Continued from footnote 1) The reporting person is therefore reporting the disposition of 1,361.820 shares of common stock in exchange for an equal number of deferred stock units. The reporting person had 61.527 shares withheld and cancelled in respect of taxes in connection with the vesting of the performance units.
- [F3]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.
- [F4]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.
- [F5]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 Christopher P. Sighinolfi|2026-02-19