McCormick Joseph L 4

What Happened
Joseph L. McCormick, former Senior Vice President, General Counsel and Assistant Secretary of ONE Gas (OGS), converted/exercised derivative awards on February 16, 2026. The Form 4 shows: he acquired 3,803.8 shares at $86.04 per share (value $327,279), 4,891 shares were disposed (sold) at $86.04 (proceeds $420,822), and 1,608.29 shares were surrendered/withheld to cover taxes at $86.04 (value $138,377). The filing indicates these transactions relate to the vesting and issuance of performance-unit awards.

Key Details

• Transaction date: February 16, 2026; Filing date: February 19, 2026 (filed three days after the transaction).
• Prices and amounts reported: 3,803.8 shares acquired @ $86.04 ($327,279); 4,891 shares disposed @ $86.04 ($420,822); 1,608.29 shares withheld for taxes @ $86.04 ($138,377).
• Footnote: The shares arose from performance units under the company’s 2018 Equity Compensation Plan that vested pro rata upon McCormick’s December 9, 2025 retirement. The award vested (76% of the units) and was certified by the Executive Compensation Committee; shares were issued pursuant to the grant agreement.
• Shares owned after the transaction are not provided in the excerpt of the filing.
• The pattern (conversion of a derivative award followed by share sales and withholding) is consistent with a cashless exercise/settlement and tax withholding.

Context

• These transactions stem from vested performance-unit awards issued on certification of performance results, not an open-market purchase. The disposition and withholding are routine mechanics for settling equity awards and covering taxes rather than a straightforward buy or sell decision.
• The filing date is later than the typical two-business-day Form 4 deadline (appears filed late), which is noteworthy for timeliness but does not by itself indicate anything about the trading rationale.