Form 8-K - Current report

ONE Gas, Inc.

Date: November 27, 2023

/s/ Caron A. Lawhorn

Caron A. Lawhorn

Senior Vice President and Chief Financial Officer

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) November 27, 2023

(Date of earliest event reported) November 20, 2023

ONE Gas, Inc.

(Exact name of registrant as specified in its charter)

Oklahoma

001-36108

46-3561936

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

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 class

Trading

Symbols

Name of each exchange

on which registered

Common stock, $0.01 par value

OGS

New 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐


Item 1.01		Entry into a Material Definitive Agreement.

		The information related to our $1.2 billion unsecured commercial paper program described under Item 2.03 below is hereby incorporated by reference under this Item 1.01.

Item 2.03		Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

		On November 20, 2023, we increased the size of our commercial paper program to permit the issuance of commercial paper notes in an aggregate principal amount not to exceed $1.2 billion at any time outstanding. Prior to this increase, our commercial paper program permitted us to issue commercial paper notes in an aggregate principal amount not to exceed $1 billion at any time outstanding. The other terms and conditions of the commercial paper program, including the form of our commercial paper program Commercial Paper Dealer Agreement, remain as previously described in our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 10, 2014, and such term and conditions as well as the form of Commercial Paper Dealer Agreement are incorporated herein by reference as though fully set forth herein. The commercial paper notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. The information contained in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities.

Item 9.01		Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description

10.1		Form of Commercial Paper Dealer Agreement (incorporated by reference to Exhibit 10.1 to ONE Gas, Inc.’s Current Report on Form 8-K filed on September 10, 2014 (File No. 1-36108)).

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Document and Entity Information	Nov. 20, 2023
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001587732
Document Type	8-K
Document Period End Date	Nov. 20, 2023
Entity Registrant Name	ONE Gas, Inc.
Entity Incorporation State Country Code	OK
Entity File Number	001-36108
Entity Tax Identification Number	46-3561936
Entity Address, Address Line One	15 East Fifth Street
Entity Address, City or Town	Tulsa
Entity Address, State or Province	OK
Entity Address, Postal Zip Code	74103
City Area Code	(918)
Local Phone Number	947-7000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common stock, $0.01 par value
Trading Symbol	OGS
Security Exchange Name	NYSE
Entity Emerging Growth Company	false