Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Item 1.01 Entry into a Material Definitive Agreement Underwriting Agreement On August 11, 2026, ONE Gas, Inc. (“ONE Gas”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., RBC Capital Markets, LLC and Truist Securities, Inc., as representatives of the underwriters named therein (the “Underwriters”), with respect to the issuance and sale by ONE Gas of…
Filed Aug 13, 2026Accepted Aug 13, 2026, 4:06 PM EDTCIK 1587732Accession 0001193125-26-349155
Inc. ONE Gas, Inc. (NYSE: OGS) is a 100-percent regulated natural gas utility, and trades on the New York Stock Exchange and NYSE Texas under the symbol “OGS.” ONE Gas is included in the S&P MidCap 400 Index and is one of the largest natural gas utilities in the United States. Headquartered in Tulsa, Oklahoma, ONE Gas provides a reliable and affordable energy choice to more than 2.3 million customers in Kansas, Oklahoma and Texas. Its divisions include Kansas Gas Service, the largest natural gas distributor in Kansas; Oklahoma Natural Gas, the largest in Oklahoma; and Texas Gas Service, the third largest in Texas, in terms of customers.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement
Underwriting Agreement
On August 11, 2026, ONE Gas, Inc. (“ONE Gas”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., RBC Capital Markets, LLC and Truist Securities, Inc., as representatives of the underwriters named therein (the “Underwriters”), with respect to the issuance and sale by ONE Gas of $375,000,000 aggregate principal amount of its 5.45% Senior Notes due 2036 (the “Notes”).
The Underwriting Agreement contains customary representations, warranties and agreements by ONE Gas and customary conditions to closing, indemnification obligations of ONE Gas, on the one hand, and the Underwriters, on the other hand, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), obligations of the parties and termination provisions.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to such Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.
Supplemental Indentures and Notes
On August 13, 2026, ONE Gas completed the underwritten public offering (the “Offering”) of the Notes. The Offering of the Notes was registered under the Securities Act pursuant to ONE Gas’ shelf registration statement on Form S-3 which became automatically effective upon filing with Securities and Exchange Commission on February 23, 2026 (File No. 333-293655). ONE Gas anticipates using the net proceeds from the Offering to repay our $250 million unsecured term loan and amounts outstanding under its commercial paper program and for general corporate purposes.
The terms of the Notes are governed by the Indenture, dated as of August 13, 2026 (the “Base Indenture”), between ONE Gas and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the Supplemental Indenture No. 1 (the “First Supplemental Indenture”) dated as of August 13, 2026.
Each of the Base Indenture, the First Supplemental Indenture and the form of the Notes is filed herewith as Exhibit 4.1, 4.2, and 4.3, respectively, and is incorporated herein by reference.
Affiliations
The Underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. The Underwriters and their respective affiliates have provided in the past and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for ONE Gas or its subsidiaries for which they will receive customary fees. Affiliates of certain of the Underwriters are also lenders under ONE Gas’ credit facility, term loan and dealers under ONE Gas’ $1.5 billion commercial paper program.
The Trustee and certain of its affiliates have from time to time performed, and may in the future perform, various financial advisory, commercial and investment banking services for ONE Gas for which they received or will receive customary fees and expenses. The Trustee is a lender under ONE Gas’ credit facility.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information included in Item 1.01 with respect to the Notes and the Indenture above is incorporated herein by reference.
Filed exhibits (2)
EX-4.1 (by filename) d152660dex41.htm
EX-4.1
3
d152660dex41.htm
EX-4.1
EX-4.1
Exhibit 4.1
ONE GAS, INC.
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
INDENTURE
Dated as of August 13,
2026
ONE Gas, Inc.
Certain Sections of this Indenture relating to
Sections 3.10 through 3.18, inclusive, of the
Trust Indenture Act of 1939, as amended:
Provisions of Trust
Indenture Act of 1939, Indenture Section
as amended
Section 310(a)(1) 6.9
(a)(2) 6.9
(a)(3) Not Applicable
(a)(4) Not Applicable
(b) 6.8, 6.10
(c) Not Applicable
Section 311(a) 6.13
(b) 6.13
(c) Not Applicable
Section 312(a) 7.1, 7.2(a)
(b) 7.2(b)
(c) 7.2(c)
Section 313(a) 7.3(a)
(b) 7.3(a)
(c) 7.3(a)
(d) 7.3(b)
Section 314(a) 7.4
(a)(4) 1.1, 10.4
(b) Not Applicable
(c)(1) 1.2
(c)(2) …
EX-4.2
4
d152660dex42.htm
EX-4.2
EX-4.2
Exhibit 4.2
ONE GAS, INC.
SUPPLEMENTAL INDENTURE NO. 1
$375,000,000 5.45% Senior Notes due 2036
THIS SUPPLEMENTAL INDENTURE NO. 1, dated as of August 13, 2026 (this “Supplemental Indenture”), between ONE GAS, INC., an
Oklahoma corporation (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
RECITALS OF THE COMPANY:
WHEREAS, the
Company has heretofore executed and delivered to the Trustee an Indenture, dated as of August 13, 2026 (the “Original Indenture”) (the Original Indenture, as amended and supplemented from time to time, including,
without limitation, pursuant to this Supplemental Indenture, being referred to herein collectively as the “Indenture”), providing for the issuance from time to time of one or more series of Securities (as defined in the
Original Indenture);
WHEREAS, Article Nine of the Original Indenture provides for various matters with respect to any series of Securities issued under
the Indenture to be established in an indenture supplemental to the Original Indenture;
WHEREAS, Section 9.1(7) of the Original Indenture provides
that the C…