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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 18, 2025
(Date of earliest event reported) November 17, 2025
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 Number) |
15 East Fifth Street
Tulsa, OK 74103
(Address of principal executive offices) (Zip Code)
Registrant’s Telephone Number, including area code (918) 947-7000
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 communications 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(s) |
Name of each exchange on which registered |
||
| Common Stock, par value $0.01 per share | OGS | New York Stock Exchange | ||
| (indicate by check mark) | ||||
| NYSE Texas |
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 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On November 17, 2025, John W. Gibson, 73, provided notice to ONE Gas, Inc. (the “Company”) of his decision to retire as a member of the Board of Directors (the “Board”) and as chair of the Board, effective on May 21, 2026, immediately following the Company’s Annual Meeting of Shareholders, after having served on the Board since 2014.
Mr. Gibson’s retirement is not due to any disagreement with the Company, including on any matter relating to its operations, policies or practices.
The Company truly appreciates Mr. Gibson’s service to the Board.
On November 18, 2025, Deborah A. P. Hersman, 55, was elected by the Board to succeed Mr. Gibson as chair of the Board, effective May 21, 2026, immediately following the Company’s Annual Meeting of Shareholders. Ms. Hersman of Lorton, Virginia has been a member of the Board since June 2023 and most recently served as the chair of the Corporate Governance Committee of the Board. Following Mr. Gibson’s retirement from the Board on May 21, 2026, the size of the Board will be reduced to eight (8).
| Item 7.01 | Regulation FD Disclosure |
On November 18, 2025, the Company issued a news release announcing the retirement of John W. Gibson, effective May 21, 2026, immediately following the Company’s Annual Meeting of Shareholders, and the election of Deborah A. P. Hersman to succeed Mr. Gibson as chair of the Board. A copy of the news release is attached as Exhibit 99.1 and is incorporated herein by reference.
The information disclosed in Item 7.01, including Exhibit 99.1, 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 other 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 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit Number |
Description |
|
| 99.1 | News release issued by ONE Gas, Inc. dated November 18, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused the report to be signed on its behalf by the undersigned hereunto duly authorized.
| ONE Gas, Inc. | ||||||
| By: | /s/ Brian K. Shore |
|||||
| Date: November 18, 2025 | Brian K. Shore | |||||
| Vice President, Associate General Counsel and Secretary | ||||||
Exhibit 99.1
| Nov. 18, 2025 | Analyst Contact: | Erin Dailey 918-947-7411 |
||
| Media Contact: | Leah Harper 918-947-7123 |
ONE Gas Announces Retirement of Board Chair John Gibson and
Election of Deborah Hersman as New Chair
TULSA, Okla. – Nov. 18, 2025 – ONE Gas, Inc. (NYSE: OGS) announced today that John W. Gibson, 73, will retire from the board and as chair after the Company’s Annual Meeting for Shareholders next May. Mr. Gibson has served as chair since ONE Gas’ inception in 2014. The board of directors has elected Deborah A.P. Hersman, 55, as chair of the Board, effective May 21, 2026, following a comprehensive succession planning process.
“I want to extend my heartfelt gratitude to John for his remarkable leadership and dedication over the past eleven years,” said Robert S. McAnnally, president and chief executive officer of ONE Gas. “John led the separation of ONE Gas from ONEOK, a decision that created value for shareholders of both companies. He established a framework that has served all of our stakeholders through a time of substantial growth and will serve our company in the years to come.”
Hersman, a seasoned leader, joined the ONE Gas board in 2023. She currently serves as the chair of the Corporate Governance Committee and has played an integral role in shaping our governance initiatives. Hersman is the former chair of the National Transportation Safety Board, former chief executive officer of the National Safety Council and most recently served as the chief safety officer of Waymo, Google’s self-driving car project. Hersman’s election further strengthens the board’s diversity of experience and strategic focus.
“Debbie is a highly respected leader whose expertise in safety, technology and public policy has already benefitted our board,” continued McAnnally. “Her visionary leadership aligns with our commitment to operational excellence and sustainable growth.”
“I am honored to serve as chair and look forward to working with my fellow directors to advance ONE Gas’ mission and deliver value to our stakeholders,” said Hersman.
ONE Gas Announces Board Retirement and New Chair
November 18, 2025
Page 2
ONE Gas remains committed to delivering reliable energy safely and affordably, creating long-term value for our shareholders, customers and communities.
# # #
About ONE Gas, Inc.
ONE Gas, Inc. (NYSE: OGS) is a 100-percent 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.
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About Deborah Hersman
Ms. Hersman joined the ONE Gas board of directors in 2023. Since 2019, she has also served as a director of NiSource, an electric and gas utility serving 3.5 million consumers across six states. From 2019 to 2020, she was Chief Safety Officer / Senior Advisor to Waymo, Google’s self-driving car project, a leading company in the mobility sector.
Ms. Hersman was the Chief Executive Officer of the National Safety Council from 2014 to 2019. The NSC is America’s foremost nonprofit safety advocate focused on eliminating the leading causes of preventable death in workplaces, on the road and in communities.
She served as a Board Member of the National Transportation Safety Board from 2004 – 2014 and as NTSB Chairman from 2009 – 2014. The NTSB is internationally recognized for investigations across all modes of transportation. Both President Bush and President Obama nominated her, and she was unanimously confirmed by the Senate four times.
She also served as a senior staffer focused on transportation issues in the U.S. House and U.S. Senate from 1992 – 2004, contributing to milestone legislation such as the Transportation Equity Act of the 21st Century, the Pipeline Safety Improvement Act, the Amtrak Reform and Accountability Act and the Motor Carrier Safety Improvement Act which created a new modal administration at the U.S. Department of Transportation.
Ms. Hersman earned a B.A. in political science and a B.A. in international studies from Virginia Tech, as well as an M.S. in conflict analysis and resolution from George Mason University.