Every material Form 8-K One Gas has filed with the SEC since May 12, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
ONE Gas reported third quarter 2026 adjusted net income of $33.5 million, or $0.53 per diluted share, up from $0.47 a year earlier, and raised its 2026 adjusted earnings per share guidance to $4.95-$5.01 from $4.89-$4.95. The board also declared a quarterly dividend of $0.68 per share, which shareholders of record on November 16, 2026 will receive on December 3, 2026. The guidance increase is the second raise this year, according to the company.
Q3 2026 GAAP net income was $31.2 million, or $0.49 per diluted share, versus $26.5 million, or $0.44, in Q3 2025
Year-to-date 2026 adjusted net income was $218.9 million, or $3.47 per diluted share, versus $3.00 a year earlier
2026 net income guidance raised to $313 million-$317 million from $310 million-$314 million
Quarterly dividend of $0.68 per share, payable December 3, 2026, to holders of record on November 16, 2026
ONE Gas, Inc. completed an underwritten public offering of $375 million of 5.45% senior notes due 2036 on August 13, 2026, after entering the underwriting agreement on August 11. The company expects to use the net proceeds to repay its $250 million unsecured term loan, amounts outstanding under its commercial paper program, and for general corporate purposes. The filing adds new long-term debt but does not report earnings or guidance changes.
Issued $375 million aggregate principal of 5.45% Senior Notes due 2036, underwritten by BofA Securities, RBC Capital Markets and Truist Securities
Underwriting agreement dated August 11, 2026; offering completed August 13, 2026
Net proceeds expected to repay a $250 million unsecured term loan and commercial paper, plus general corporate purposes
Notes issued under a Base Indenture with U.S. Bank Trust Company, National Association, as trustee
ONE Gas reported second-quarter 2026 adjusted net income of $52.1 million, or $0.82 per diluted share, up from $32.7 million, or $0.54, a year earlier, and raised its 2026 adjusted earnings expectations to the upper half of its previously issued ranges. The board also declared a quarterly dividend of $0.68 per share, which is higher than the $0.67 declared in the second quarter of 2025, for shareholders of record on August 17, 2026.
Q2 2026 GAAP net income was $46.8 million, or $0.74 per diluted share, versus $32.0 million, or $0.53, in Q2 2025.
2026 adjusted net income guidance was moved to the upper half of the $306 million to $314 million range, and adjusted EPS guidance to the upper half of $4.83 to $4.95.
Dividend of $0.68 per share is payable August 31, 2026, to shareholders of record at the close of business on August 17, 2026.
Management cited new rates and customer growth in Oklahoma and Texas; weather was 42 percent warmer than normal in the quarter.
ONE Gas expanded its board from eight to nine members on July 13, 2026, appointing Nickolas Stavropoulos, a retired chief operating officer of Pacific Gas & Electric and National Grid, to fill the new seat. The appointment adds an energy industry veteran with more than 40 years of experience to the board, and his director pay is set at a prorated $105,000 retainer plus $140,000 in stock.
Board expanded from eight to nine members; Stavropoulos, 68, appointed effective July 13, 2026
Serves on the Audit, Corporate Governance and Executive Compensation Committees
Annual retainer of $105,000 plus stock retainer valued at $140,000, both prorated through May 19, 2027
Stavropoulos was PG&E chief operating officer from March 2017 to September 2018
ONE Gas reported first quarter 2026 net income of $128.7 million, or $2.04 per diluted share, up from $119.4 million, or $1.98, a year earlier, while total revenues fell to $831.7 million from $935.2 million. The company affirmed its 2026 financial guidance and declared a quarterly dividend of $0.68 per share. For shareholders, profit rose despite lower sales, and the full-year outlook was unchanged.
Q1 2026 net income was $128.7 million, or $2.04 per diluted share, versus $119.4 million, or $1.98, in Q1 2025
Total revenues were $831.7 million versus $935.2 million; weather was 20.5 percent warmer than normal
2026 net income guidance of $294 million to $302 million was affirmed; quarterly dividend is $0.68 per share, payable June 2, 2026
ONE Gas, Inc. entered into an equity distribution agreement allowing it to sell up to $225 million of common stock through a group of banks, including forward sale agreements, under an S-3 shelf registration filed February 23, 2026. The company has no obligation to sell any shares and pays a 2% commission on shares sold, so the deal would dilute existing holders only if and when shares are issued.
Aggregate offering price of up to $225,000,000 of common stock, including shares sold under forward sale agreements
Each sales agent receives a commission of 2% of gross offering proceeds on shares it sells
No proceeds initially received from forward sales; proceeds expected upon future physical settlement
Shares issued under automatic shelf registration on Form S-3 filed February 23, 2026 (Registration No. 333-293655)
ONE Gas reported fourth-quarter net income of $86.3 million, or $1.42 per diluted share, up from $1.34 a year earlier, and full-year 2025 net income of $264.2 million, or $4.37 per diluted share, up from $3.91. The company also introduced non-GAAP adjusted 2026 guidance of $306 million to $314 million, or $4.83 to $4.95 per diluted share, which adds a regulatory carrying-cost item to GAAP results.
Q4 2025 net income was $86.3 million, or $1.42 per diluted share, versus $77.0 million, or $1.34, in Q4 2024
Full-year 2025 adjusted net income was $271.0 million, or $4.48 per diluted share, versus $224.8 million, or $3.94, in 2024
2026 GAAP net income guidance is $294 million to $302 million, or $4.65 to $4.77 per diluted share, the same range given on Dec. 1, 2025
2026 adjusted net income guidance is $306 million to $314 million, or $4.83 to $4.95 per diluted share; the company plans capital investments of about $800 million in 2026
ONE Gas, Inc. said Curtis Dinan, its senior vice president and chief operating officer, will be promoted to president and chief operating officer effective March 1, 2026. CEO Robert McAnnally will remain chief executive officer and focus on long-term strategy, and the company said the change does not alter its strategy, regulatory commitments or financial outlook.
Curtis Dinan, 58, becomes president and chief operating officer effective March 1, 2026, and will run day-to-day natural gas distribution operations, reporting to McAnnally.
Dinan's base salary will rise to $600,000, with a short-term incentive target of 75% of base salary.
Dinan's 2026 long-term equity award has a grant date value of $1,000,000, split 60% performance stock units and 40% restricted stock units.
Robert S. McAnnally, 62, continues as president and chief executive officer's role of chief executive officer with no material change to his employment terms or compensation.
ONE Gas, Inc. increased the size of its unsecured commercial paper program on December 17, 2025, allowing notes of up to $1.50 billion outstanding at any time, up from $1.35 billion. The other program terms are unchanged from a 2014 filing, and the notes are not registered under the Securities Act.
Program ceiling raised to $1.50 billion from $1.35 billion, effective December 17, 2025
Other program terms, including the dealer agreement form, remain as described in the September 10, 2014 Form 8-K
Commercial paper notes have not been registered under the Securities Act of 1933 and may not be offered or sold in the US without registration or an exemption
ONE Gas said Board Chair John Gibson, 73, will retire from the board and as chair effective May 21, 2026, immediately after the annual shareholder meeting. The board elected director Deborah A. P. Hersman, 55, to succeed him as chair on the same effective date, and the board will shrink to eight members after Gibson leaves. The filing describes the retirement as not due to any disagreement with the company, so the change is a planned leadership transition rather than a shift in operations.
John W. Gibson, 73, has served on the board since 2014 and as chair since the company's 2014 inception; he retires effective May 21, 2026.
Deborah A. P. Hersman, 55, was elected chair on November 18, 2025, effective May 21, 2026; she has been a director since June 2023.
Hersman chairs the Corporate Governance Committee and previously led the National Transportation Safety Board.
Board size will be reduced to eight after Gibson's retirement.
ONE Gas reported third-quarter 2025 net income of $26.5 million, or $0.44 per diluted share, up from $19.3 million, or $0.34, a year earlier. The company narrowed its 2025 diluted EPS guidance to $4.34 to $4.40 from $4.32 to $4.42, with the midpoint unchanged, and declared a quarterly dividend of $0.67 per share for shareholders.
Q3 2025 net income was $26.5 million, or $0.44 per diluted share, versus $19.3 million, or $0.34, in Q3 2024.
Year-to-date 2025 net income was $177.9 million, or $2.94 per diluted share, versus $145.8 million, or $2.56, a year earlier.
2025 diluted EPS guidance narrowed to $4.34 to $4.40 from $4.32 to $4.42; net income guidance is $262 million to $266 million.
Dividend of $0.67 per share is payable December 1, 2025, to holders of record on November 14, 2025.
ONE Gas, Inc. entered a third amended and restated credit agreement with Bank of America, N.A. as administrative agent, providing a $1.5 billion unsecured revolving credit facility. The agreement replaces the company's March 16, 2021 credit agreement and extends the maturity to October 30, 2030. The filing describes the facility as a new direct financial obligation, and it gives the company flexibility to borrow for working capital, capital expenditures, acquisitions and general corporate purposes.
Facility size: $1.5 billion unsecured revolving credit, with a $20 million letter of credit sub-facility and a $60 million swingline sub-facility
Accordion feature: the company can request up to an additional $750 million in commitments, subject to customary conditions
Maturity: October 30, 2030, extendable by one year up to two times with lender consent
Replaces the Second Amended and Restated Credit Agreement dated March 16, 2021
ONE Gas, Inc. entered into a credit agreement on August 11, 2025, providing a $250 million unsecured term loan facility with Bank of America, N.A. as administrative agent. The loans can be used for working capital, capital expenditures, acquisitions, mergers, and general corporate purposes, and the facility matures in September 2026. The filing does not describe the margin or rate, and the filing reports no effect on earnings, guidance, or operations.
Credit agreement dated August 11, 2025, with Bank of America, N.A. as administrative agent and lenders party thereto
$250 million unsecured term loan facility
Loans bear interest at Term SOFR or Base Rate, plus a margin set in the agreement
Facility matures in September 2026; includes a financial ratio maintenance covenant and customary events of default
ONE Gas reported second-quarter 2025 net income of $32.0 million, or $0.53 per diluted share, up from $27.2 million, or $0.48, a year earlier. It raised its 2025 diluted EPS guidance to $4.32 to $4.42 from $4.20 to $4.32, and declared a $0.67 quarterly dividend, which benefits shareholders by lifting expected full-year earnings.
Q2 2025 net income was $32.0 million, or $0.53 per diluted share, versus $27.2 million, or $0.48, in Q2 2024.
Year-to-date 2025 net income was $151.5 million, or $2.51 per diluted share, versus $126.6 million, or $2.23, in the same period of 2024.
2025 net income guidance was raised to $261 million to $267 million, from $254 million to $261 million.
Board declared a $0.67 per share quarterly dividend, payable September 3, 2025, to holders of record on August 18, 2025.
ONE Gas announced that General Counsel Joseph L. McCormick will retire effective October 1, 2025, and that Regina L. Gregory, former general counsel of Targa Resources Corp., will join as senior advisor on July 16, 2025 before succeeding him. The filing reports no changes to McCormick's compensation and does not describe any financial impact, so the change is a leadership transition with limited direct effect on results.
Joseph L. McCormick, senior vice president, general counsel and assistant secretary, retires effective October 1, 2025
Regina L. Gregory joins as senior advisor on July 16, 2025, then becomes senior vice president, general counsel and assistant secretary on October 1, 2025
Gregory previously served as executive vice president, general counsel and corporate secretary of Targa Resources Corp. from March 2020 to January 2024
The news release states McCormick worked at the company for over 20 years and that he served as associate general counsel of ONEOK before ONE Gas became standalone
ONE Gas entered a forward sale agreement with JPMorgan Chase Bank on May 8, 2025, covering 2,500,000 shares of common stock, with an initial forward sale price of $78.7600 per share. The company expects settlement no later than December 31, 2026, and may choose to physically settle by issuing new shares. The filing does not state the company receives proceeds at signing, and the forward price adjusts daily, so the eventual share count and proceeds depend on future settlement decisions.
Forward sale agreement with JPMorgan Chase Bank covers 2,500,000 shares, with an initial forward sale price of $78.7600 per share, dated May 8, 2025.
Settlement is at the company's discretion, which it expects to occur no later than December 31, 2026.
Underwriter has a 30-day option to buy up to an additional 375,000 shares under the underwriting agreement.
Offering was registered on Form S-3 (Registration No. 333-269966) with a prospectus supplement dated May 8, 2025.
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