UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Date of report)
(Date of earliest event reported) December 28, 2023
(Exact name of registrant as specified in its charter)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On December 28, 2023, ONE Gas, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the forward sale agreement (the “Forward Sale Agreement”), dated as of March 8, 2023, between the Company and Bank of America, N.A. (the “Forward Purchaser”), to provide for a December 31, 2024 settlement date (or such earlier time as may be selected by the Company, subject to the terms of the Forward Sale Agreement) for all shares of the Company’s common stock, par value $0.01 per share (the “common stock”) thereunder.
The above summary of the Amendment does not purport to be complete and is qualified in its entirety by the Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.
| Item 8.01 | Other Events. |
Pursuant to the terms of the Forward Sale Agreement, as amended by the Amendment, the Company expects to settle and issue 743,000 shares of common stock on before December 29, 2023.
Pursuant to the terms of the Master Forward Confirmation, dated as of February 26, 2020, and the Supplemental Confirmation thereto, dated as of October 3, 2022, between the Company and Mizuho Markets Americas LLC, the Company expects to settle and issue 289,403 shares of common stock on before December 29, 2023.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | Amendment to Confirmation of Forward Sale Transaction, dated as of December 28, 2023, between ONE Gas, Inc. and Bank of America, N.A. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| ONE Gas, Inc. | ||||||
| Date: December 28, 2023 | By: | /s/ Brian K. Shore | ||||
| Brian K. Shore | ||||||
| Vice President, Secretary and Associate General Counsel | ||||||
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