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    ONE Gas Inc. filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits

    5/8/25 4:27:51 PM ET
    $OGS
    Oil/Gas Transmission
    Utilities
    Get the next $OGS alert in real time by email
    ogs-20250508
    0001587732false☐☐☐☐00015877322025-05-082025-05-08

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

    FORM 8-K

    CURRENT REPORT
    PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

    (Date of report)May 8, 2025
    (Date of earliest event reported)May 8, 2025

    ONE Gas, Inc.
    (Exact name of registrant as specified in its charter)
    Oklahoma001-3610846-3561936
    (State or other jurisdiction(Commission(IRS Employer
    of incorporation)File Number)Identification No.)

    15 East Fifth Street; Tulsa, OK
    (Address of principal executive offices)

    74103
    (Zip code)

    (918) 947-7000
    (Registrant’s telephone number, including area code)

    Not Applicable
    (Former name or former address, if changed since last report)

    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 communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
    Securities registered pursuant to Section 12(b) of the Act:
    Title of each classTrading SymbolName of exchange on which registered
    Common Stock, par value $0.01 per shareOGSNew York Stock Exchange

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

    ☐ 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. ☐




    2


    Item 7.01Regulation FD Disclosure
    On May 8, 2025, ONE Gas, Inc. (the “Company”) announced that it plans to make a public offering of 2,500,000 shares of the Company’s common stock. In connection with the offering, the Company intends to enter into a forward sale agreement with JPMorgan Chase Bank, National Association, referred to in such capacity as the forward purchaser. In connection with the offering, the Company also intends to enter into an underwriting agreement with J.P. Morgan Securities LLC, as underwriter, J.P. Morgan Securities LLC, as forward seller, and the forward purchaser. As part of the offering, the Company intends to grant to the underwriter an option to purchase up to 375,000 additional shares of the Company’s common stock. A copy of the news release is attached as Exhibit 99.1 and is incorporated herein by reference.

    The information disclosed in Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
    Item 9.01Financial Statements and Exhibits
    (d)Exhibits
    Exhibit
    Number
    Description
    99.1
    News release issued by ONE Gas, Inc. dated May 8, 2025.
    104Cover Page Interactive Data File (embedded within the Inline XBRL document).

    3

    SIGNATURE

    Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

    ONE Gas, Inc.
    Date:May 8, 2025By:/s/ Christopher P. Sighinolfi
    Christopher P. Sighinolfi
    Senior Vice President and
    Chief Financial Officer

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