ONE Gas, Inc. Announces Pricing of a Public Offering of 2,500,000 Shares of Common Stock

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TULSA, Okla., May 8, 2025 /PRNewswire/ -- ONE Gas, Inc. ("ONE Gas") (NYSE: OGS) announced today that it has priced its public offering of 2,500,000 shares of its common stock for approximate gross proceeds of $197,500,000 (before offering expenses and underwriting discounts and commissions, assuming the underwriter does not exercise its option to purchase additional shares and upon, and assuming, full physical settlement of the forward sale agreement). In connection with the offering, ONE Gas entered into a forward sale agreement with JPMorgan Chase Bank, National Association, referred to in such capacity as the forward purchaser. In connection with the forward sale agreement, the forward purchaser or its affiliate, acting as forward seller, at ONE Gas' request, is borrowing from third parties and selling 2,500,000 shares of ONE Gas' common stock to the underwriter in the offering in connection with the forward sale agreement described below. As part of the offering, ONE Gas has granted to the underwriter an option to purchase up to 375,000 additional shares of ONE Gas' common stock. If such option is exercised, ONE Gas may, in its sole discretion, enter into an additional forward sale agreement with the forward purchaser with respect to such additional shares, and ONE Gas currently expects that, if such option is exercised, it will do so. The offering is expected to close on May 12, 2025, subject to satisfaction of customary conditions to closing.

(PRNewsfoto/ONE Gas, Inc.)
(PRNewsfoto/ONE Gas, Inc.)

J.P. Morgan is acting as the sole underwriter for the offering and proposes to offer the shares of common stock from time to time for sale in one or more transactions on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices.

Pursuant to the terms of the forward sale agreement, ONE Gas has agreed to sell to the forward purchaser or its affiliate (subject to ONE Gas' right to elect net share or cash settlement of the forward sale agreement) 2,500,000 shares of ONE Gas' common stock (or 2,875,000 shares if the underwriter's option to purchase additional shares is exercised in full and ONE Gas elects to enter into an additional forward sale agreement with respect to such exercise, as described above), at a price per share equal to the price at which the underwriter purchases the shares from the forward seller. Settlement of the forward sale agreement is expected to occur no later than December 31, 2026.