Sighinolfi Christopher P. 4

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.