0001587732☐false00015877322023-01-242023-01-24

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)			January 24, 2023
(Date of earliest event reported)			January 24, 2023

ONE Gas, Inc.

(Exact name of registrant as specified in its charter)

Oklahoma

001-36108

46-3561936

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

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 Symbol

Name of exchange on which registered

Common Stock, par value $0.01 per share

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

☐ 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. ☐

---

The information disclosed in Items 2.02 and 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.
Item 2.02						Results of Operations and Financial Condition
						See discussion below regarding 2022 earnings guidance under item 7.01, Regulation FD Disclosure.
Item 7.01						Regulation FD Disclosure
						On January 24, 2023, we announced that our board of directors declared a cash dividend of 65 cents per share of common stock. We also narrowed our 2022 financial guidance. A copy of the news release is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 8.01						Other Events
						On January 24, 2023, our board of directors declared a cash dividend of 65 cents per share of common stock, payable March 10, 2023, to shareholders of record at the close of business February 24, 2023.
Item 9.01						Financial Statements and Exhibits
			(d)			Exhibits
Exhibit Number						Description
99.1						News release issued by ONE Gas, Inc. dated January 24, 2023.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

---

SIGNATURE

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

									ONE Gas, Inc.
Date:			January 24, 2023			By:			/s/ Caron A. Lawhorn
									Caron A. Lawhorn Senior Vice President and Chief Financial Officer

3

Exhibit 99.1

January 24, 2023						Analyst Contact:			Brandon Lohse 918-947-7472
						Media Contact:			Leah Harper 918-947-7123

ONE Gas Increases Quarterly Dividend;

Narrows 2022 Financial Guidance

TULSA, Okla. - Jan. 24, 2023 - The board of directors of ONE Gas, Inc. (NYSE: OGS) today increased the dividend for the first quarter 2023 by 3 cents per share to 65 cents per share, resulting in an annualized dividend of $2.60 per share.

    

The dividend is payable March 10, 2023, to shareholders of record at the close of business Feb. 24, 2023.

The company expects an average annual dividend increase of 4% to 6% through 2027, with a target dividend payout ratio of 55% to 65% of net income, subject to its board of directors' approval.

2022 FINANCIAL GUIDANCE

The Company also narrowed its 2022 financial guidance to earnings of $4.06 to $4.10 per diluted share from the previous range of $4.00 to $4.16 per diluted share. Net income is now expected to be in the range of $221 million to $223 million. Capital investments are expected to be approximately $655 million.

---------------------------------------------------------------------------------------------------------------------

ONE Gas, Inc. (NYSE: OGS) is a 100% regulated natural gas utility, and trades on the New York Stock Exchange 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.

For more information and the latest news about ONE Gas, visit onegas.com and follow its social channels: @ONEGas, Facebook, LinkedIn and YouTube.

###