ONE Gas enters equity distribution agreement to sell up to $225M in common stock

ONE Gas, Inc.

Equity distribution agreement allows sale of up to $225M in common stock via multiple agents at market prices.
Program includes forward sale agreements; proceeds received only upon physical settlement at company's election.
Managers receive 2% commission on shares sold; certain affiliates are lenders under existing credit facilities.
Company may use proceeds to repay revolving credit facility or commercial paper, benefiting lending affiliates.
No obligation to sell shares; sales may be suspended at any time.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

ONE Gas, Inc. entered into Master Forward Sale Confirmation with each Forward Purchaser (as defined in the Equity Distribution Agreement) valued at forward sale of up to $225,000,000 aggregate Shares (effective 2026-02-23).

Action: entry
Agreement: equity purchase
Counterparty: each Forward Purchaser (as defined in the Equity Distribution Agreement)
Value: forward sale of up to $225,000,000 aggregate Shares
Effective: 2026-02-23

Exact text from the filing

The Equity Distribution Agreement provides that, in addition to the issuance and sale of Shares by the Company to or through the Managers, the Company may enter into forward sale agreements under the master forward sale confirmation (the “ Master Forward Sale Confirmation ”) dated February 23, 2026 between the Company and each Forward Purchaser and the related supplemental confirmations to be entered into between the Company and the relevant Forward Purchaser.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.98

ONE Gas, Inc. entered into Equity Distribution Agreement with BofA Securities, Inc., BTIG, LLC, Huntington Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, RBC Capital Markets, LLC, Truist Securities, Inc. valued at aggregate offering price of up to $225,000,000 (effective 2026-02-23).

Action: entry
Agreement: equity purchase
Counterparty: BofA Securities, Inc., BTIG, LLC, Huntington Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, RBC Capital Markets, LLC, Truist Securities, Inc.
Value: aggregate offering price of up to $225,000,000
Effective: 2026-02-23

Exact text from the filing

On February 23, 2026, ONE Gas, Inc. (the “ Company ”) entered into an equity distribution agreement (the “ Equity Distribution Agreement ”) with BofA Securities, Inc. (“ BofA Securities ”), BTIG, LLC (“ BTIG ”), Huntington Securities, Inc. (“ HSI ”), J.P. Morgan Securities LLC (“ J.P. Morgan ”), Mizuho Securities USA LLC (“ Mizuho ”), RBC Capital Markets, LLC (“ RBC ”) and Truist Securities, Inc. (“ TSI ”), each acting as sales agent for the Company (each a “ Manager ” and collectively, the “ Managers ”); Bank of America, N.A., Nomura Global Financial Products, Inc., HSI, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Royal Bank of Canada and Truist Bank, each acting as forward purchaser (each a “ Forward Purchaser ” and collectively, the “ Forward Purchasers ”); and BofA Securities, Nomura Securities International, Inc. (acting through BTIG as agent), HSI, J.P. Morgan, Mizuho, RBC and TSI, each acting as agent for its affiliated Forward Purchaser (each a “ For

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291 material agreements filed in the last 30 days. Browse all material agreements →

ONE Gas, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-26-064564

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