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) December 27, 2024
(Date of earliest event reported)
(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 27, 2024, ONE Gas, Inc. (the “Company”) entered into amendments (the “Amendments”) to the forward sale agreements (the “Forward Sale Agreements”), dated as of September 11, 2023 and September 15, 2023, respectively, between the Company and Bank of America, N.A. (the “Forward Purchaser”), to provide for a December 31, 2025 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 Amendments does not purport to be complete and is qualified in its entirety by the Amendments, copies of which are attached to this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2 and incorporated by reference herein.
| Item 8.01 | Other Events. |
Pursuant to the terms of the Forward Sale Agreements, as amended by the Amendments, the Company expects to settle and issue 2,234,000 shares of common stock on before December 27, 2024.
Pursuant to the terms of the Master Forward Confirmation, dated as of February 24, 2023, and the Supplemental Confirmation thereto dated July 17, 2023, between the Company and RBC Capital Markets, LLC, as agent for Royal Bank of Canada, the Company expects to settle and issue 926,465 shares of common stock on before December 27, 2024.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit Number |
Description | |
| 10.1 | Amendment dated as of December 27, 2024, to Confirmation of Forward Sale Transaction, dated as of September 11, 2023, between ONE Gas, Inc. and Bank of America, N.A. | |
| 10.2 | Amendment dated as of December 27, 2024, to Confirmation of Forward Sale Transaction, dated as of September 15, 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 27, 2024 | By: | /s/ Christopher P. Sighinolfi | ||||
| Christopher P. Sighinolfi | ||||||
| Officer Senior Vice President and Chief Financial | ||||||
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