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 29, 2025
(Exact name of registrant as specified in its charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Securities registered pursuant to Section 12(b) of the Act:
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| NYSE Texas |
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).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events |
Pursuant to the terms of a Forward Sale Agreement between ONE Gas, Inc. (the “Company”) and Bank of America, N.A., as Forward Purchaser, dated as of September 11, 2023, as amended by an amendment dated as of December 27, 2024, the Company expects to settle and issue 223,000 shares of common stock on or before December 29, 2025.
Pursuant to the terms of a Forward Sale Agreement between the Company and Bank of America, N.A., as Forward Purchaser, dated as of September 15, 2023, as amended by an amendment dated as of December 27, 2024, the Company expects to settle and issue 180,000 shares of common stock on or before December 29, 2025.
Pursuant to the terms of a Forward Sale Agreement between the Company and JPMorgan Chase Bank, National Association, as Forward Purchaser, dated as of May 8, 2025, the Company expects to settle and issue 2,230,700 shares of common stock on or before December 29, 2025.
In the aggregate, the Company will receive net proceeds of approximately $205 million in conjunction with the three forward sale settlements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused the report to be signed on its behalf by the undersigned hereunto duly authorized.
| ONE Gas, Inc. | ||||||
| By: | /s/ Christopher P. Sighinolfi | |||||
| Date: December 29, 2025 | Christopher P. Sighinolfi | |||||
| Senior Vice President and Chief Financial Officer | ||||||