SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McCormick Joseph L

(Last)

(First)

(Middle)

15 E. 5TH STREET

(Street)

TULSA

74103

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ONE Gas, Inc. [ OGS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock, par value $0.01	02/18/2025		M		2,745.408⁽¹⁾	A	$71.53⁽¹⁾	72,826.476	D
Common stock, par value $0.01	02/18/2025		F		1,297.132⁽¹⁾	D	$71.53⁽¹⁾	71,529.344	D
Common stock, par value $0.01	02/18/2025		M		1,372.148⁽²⁾	A	$71.53⁽²⁾	72,901.492	D
Common stock, par value $0.01	02/18/2025		F		605.116⁽²⁾	D	$71.53⁽²⁾	72,296.376	D
Common stock, par value $0.01								3,570	I	by 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Units 2022	⁽¹⁾	02/18/2025		M			4,938	⁽¹⁾	⁽¹⁾	Common stock, par value $0.01	4,938	$71.53⁽¹⁾	0	D
Restricted Units 2022	⁽²⁾	02/18/2025		M			1,234	⁽²⁾	⁽²⁾	Common stock, par value $0.01	1,234	$71.53⁽²⁾	0	D
Performance Units 2025	⁽³⁾	02/18/2025		A		4,697		⁽³⁾	⁽³⁾	Common stock, par value $0.01	4,697	$71.53⁽³⁾	4,697	D
Restricted Units 2025	⁽⁴⁾	02/18/2025		A		3,132		⁽⁴⁾	⁽⁴⁾	Common stock, par value $0.01	3,132	$71.53⁽⁴⁾	3,132	D

Explanation of Responses:

1. Performance units awarded under the Issuer's Amended and Restated Equity Compensation Plan (2018). The award, including dividend equivalents, vested on February 15, 2025, in an amount equal to 50% of the performance units awarded based upon Issuer's total shareholder return compared to the total shareholder return of a selected peer group and was certified by the Executive Compensation Committee of the Board of Directors on February 17, 2025. The award was payable one share of Issuer's common stock for each vested performance unit and accrued dividends.

2. Restricted units awarded under Issuer's Amended and Restated Equity Compensation Plan (2018). The award vested on February 15, 2025. During the 3-year vesting period, the award was credited with dividend equivalents that were paid out in shares of common stock at the time the underlying units vested and were issued. The award and credited dividend equivalents were payable one share of the Issuer's common stock for each vested restricted unit, including additional restricted units resulting from the dividend equivalents.

3. Performance units awarded under the Issuer's Amended and Restated Equity Compensation Plan (2018). The award will vest on February 19, 2028, for a percentage (0% to 200%) of the performance units awarded based upon the Issuer's total shareholder return compared to total stockholder return of a selected peer group over the performance period from January 1, 2025, through December 31, 2027, in accordance with the terms of the Performance Unit Award Agreement. During the 3-year vesting period, the award will be credited with dividend equivalents that will be paid out at the time the underlying units are issued. The award and credited dividend equivalents will be payable one share of the Issuer's common stock for each vested performance unit and dividend equivalent.

4. Restricted units awarded under the Issuer's Amended and Restated Equity Compensation Plan (2018). The award vests on February 19, 2028, in accordance with the terms of the Restricted Unit Award Agreement. During the 3-year vesting period, the award will be credited with dividend equivalents that will be paid out at the time the underlying units are issued. The award and credited dividend equivalents will be payable one share of the Issuer's common stock for each vested restricted unit and dividend equivalent.

Remarks:

Senior Vice President, General Counsel and Assistant Secretary

	/s/ Brian K. Shore, Attorney-in-Fact for Joseph L. McCormick	02/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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