ATMOS ENERGY CORP

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between "compensation actually paid" to our CEO and to our other NEOs and certain financial performance of the Company. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For further information concerning the Company’s Total Rewards strategy and how the Company aligns executive compensation with the Company’s performance, refer to the “Compensation Discussion and Analysis,” beginning on page 35.

Pay versus Performance Table

(1)The CEO and other NEOs for the indicated years were as follows:

•For 2025, our CEO was J. Kevin Akers and our other NEOs were Christopher T. Forsythe, Jessica W. Bateman, John S. McDill, and Karen E. Hartsfield.

•For 2024, 2023 and 2022, our CEO was J. Kevin Akers and our other NEOs were Christopher T. Forsythe, John S. McDill, Karen E. Hartsfield, and J. Matt Robbins.

•For 2021, our CEO was J. Kevin Akers and our other NEOs were Christopher T. Forsythe, Karen E. Hartsfield, David J. Park, and J. Matt Robbins.

(2)Amounts reported in this column are based on total compensation reported for our CEOs in the Summary Compensation Table (“SCT”) for the indicated fiscal years and adjusted as shown in the table below.

Fair value of equity awards was computed consistent with the Company’s methodology used for financial reporting purposes.

(3)Amounts reported in this column are based on the average of the total compensation reported for our other NEOs in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below.

Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes.

(4)Cumulative total shareholder return is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the share price at the end and the beginning of the measurement period by the share price at the beginning of the measurement period. For purposes of these amounts, the beginning of the measurement period is the last trading day before the 2021 fiscal year.

(5)Represents the weighted peer group TSR. The peer group used for this purpose is the Company’s proxy peer group as described in “Competitive Executive Compensation Benchmarking” above, and the companies that comprised such peer group were as follows:

•Alliant Energy Corporation

•Ameren Corporation

•Black Hills Corporation

•CenterPoint Energy, Inc.

•CMS Energy Corporation

•DTE Energy Company

•Evergy, Inc.

•National Fuel Gas Company

•NiSource Inc.

•OGE Energy Corp.

•ONE Gas, Inc.

•PPL Corporation

•Southwest Gas Holdings, Inc.

•Spire Inc.

•WEC Energy Group, Inc.

•Xcel Energy Inc.

DTE Energy Company and PPL Corporation were added to the peer group for fiscal 2025. The value of initial fixed $100 investment based on the peer group used for fiscal years 2021-2024 would be $111.85 for 2021, $107.09 for 2022, $93.15 for 2023, $125.75 for 2024, and $122.41 for 2025.

(6)Represents the amount of net income reflected in the Company’s audited financial statements for the applicable year.

(7)In accordance with SEC rules, the Company is required to include in the Pay versus Performance table the “most important” financial performance measure (as determined by the Company) used to link compensation actually paid to our NEOs to Company performance for the most recently completed fiscal year. The Company determined EPS, which is a metric included in our incentive program, meets this requirement and therefore, we have included this performance measure in the Pay versus Performance table. EPS is as reflected in the Company’s audited financial statements for the applicable year.

Description of the Relationship between Compensation Actually Paid to our Named Executive Officers and Company Performance

The graphs below describe the relationship between compensation actually paid to our CEO and other NEOs (as calculated above) and our financial and stock performance for the indicated years.

The following graph compares the compensation actually paid to our CEO and the average of the compensation actually paid to our other NEOs with our EPS.

Compensation Actually Paid (CAP) versus EPS

The following graph compares the compensation actually paid to our CEO, the average of the compensation actually paid to our other NEOs and the Company’s TSR performance. The graph also compares the Company’s TSR performance with the benchmarking peer group’s TSR performance. The Company’s and the benchmarking peer group’s TSR amounts assume that $100 was invested beginning on September 30, 2020, and assumes reinvestment of all dividends.

Compensation Actually Paid (CAP) versus Company TSR versus Peer Group TSR

The following graph compares the compensation actually paid to our CEO and the average of the compensation actually paid to our other NEOs with our net income.

Compensation Actually Paid (CAP) versus Net Income

Company’s Most Important Financial Performance Measures

The following are the most important financial performance measures (and non-financial performance measures), as determined by the Company, that link compensation actually paid to our NEOs to the Company’s performance or the most recently completed fiscal year.

•Diluted Earnings Per Share

•Total Shareholder Return

•Relative Total Shareholder Return

Currently, the Company is authorized to issue 200 million common shares. As of September 30, 2025, approximately 162 million shares of common stock were issued, with approximately 34 million shares of common stock reserved for possible issuance under our stock plans and our at-the-market equity offering (“ATM”) program. As a result, approximately 4 million authorized shares of common stock remain available for issuance for future purposes.

Our business is capital intensive, requiring significant resources to fund operating expenses and capital project expenditures. In addition to internal sources to fund liquidity and capital requirements for fiscal 2026 and beyond, we expect to rely on external sources of funds, including, but not limited to, equity financings under our ATM program. The Board of Directors believes it is advisable and in the best interests of the Company and our shareholders to increase the number of authorized shares of common stock to provide us with greater flexibility in considering and planning for future business needs. Approval of this amendment by shareholders will enable us to take timely advantage of market conditions and other opportunities that may become available to us without the expense and delay of arranging a special meeting of shareholders in the future. Other than the equity financings described above and the routine practices of issuing shares pursuant to our stock issuance plans, we have no present plans, proposals, or arrangements with respect to the issuance of any additional shares of common stock authorized upon approval of the Increase of Common Shares Amendment.

We have not proposed the increase in the authorized number of shares of common stock with the intention of using the additional shares for anti-takeover purposes, although an issuance of additional shares could, in certain circumstances, make an attempt to acquire control of the Company more difficult. We are not at this time aware of any such attempts and we are not proposing this increase in response to any third-party effort to acquire control of the Company.

Please see Appendix A which sets forth the Increase of Common Shares Amendment and marks that change specifically.

Approval of the Increase of Common Shares Amendment requires the affirmative vote of the holders of more than two-thirds of the outstanding shares of the Company’s common stock entitled to vote. If the Increase of Common Shares Amendment is approved, it will become effective upon filing of an appropriate certificate with the Secretary of State of the State of Texas and upon the issuance of a Certificate of Restatement by the Commonwealth of Virginia State Corporation Commission. We anticipate making the necessary filings as soon as practicable following shareholder approval of the Increase of Common Shares Amendment. All other sections of the Existing Articles would be maintained in their current form (except to the extent an amendment is approved pursuant to Proposals 5, 6, 7, or 8). For the avoidance of doubt, approval of the proposed amendments contained in Proposals 5, 6, 7, or 8 by the shareholders would not impact the Increase of Common Shares Amendment.

Our Board of Directors reserves the right to elect to abandon the Increase of Common Shares Amendment at any time before it becomes effective even if it is approved by the shareholders. If the shareholders do not approve the Increase of Common Shares Amendment, our Existing Articles would remain in effect in their entirety (except to the extent they are amended pursuant to Proposals 5, 6, 7, or 8).

A contested election is an election where the number of director nominees exceeds the number of directors to be elected. The current provision in the Existing Articles provides for majority voting for director elections whether contested or uncontested. If the Plurality Voting Amendment is approved and the number of director nominees exceeds the number of directors as established by our Board under the Company’s Bylaws (that is, the election is a contested election), plurality voting will apply in such election. Our Board of Directors believes that a plurality voting standard is more appropriate in the case of a contested election for a number of reasons, including avoiding the risk of a failed election (i.e., where one or more directors fails to receive majority vote). Under a plurality voting standard in a contested election, the nominees receiving the highest number of votes, regardless of whether the nominees receive a majority of votes cast in the election, would be elected as directors. The Plurality Voting Amendment would also remove an outdated reference to the Company’s previously classified Board. For the foregoing reasons, our Board of Directors determined that the Plurality Voting Amendment is advisable and in the best interests of the Company and its shareholders.

Please see Appendix B which sets forth the Plurality Voting Amendment and marks those changes specifically.

Approval of the Plurality Voting Amendment requires the affirmative vote of the holders of more than two-thirds of the outstanding shares of the Company’s common stock entitled to vote. If the Plurality Voting Amendment is approved, it will become effective upon filing of an appropriate certificate with the Secretary of State of the State of Texas and upon the issuance of a Certificate of Restatement by the Commonwealth of Virginia State Corporation Commission. We anticipate making the necessary filings as soon as practicable following shareholder approval of the Plurality Voting Amendment. All other sections of the Existing Articles would be maintained in their current form (except to the extent an amendment is approved pursuant to Proposals 4, 6, 7, or 8). For the avoidance of doubt, approval of the proposed amendments contained in Proposals 4, 6, 7, or 8 by the shareholders would not impact the Plurality Voting Amendment.

Our Board of Directors reserves the right to elect to abandon the Plurality Voting Amendment at any time before it becomes effective even if it is approved by the shareholders. If the shareholders do not approve the Plurality Voting Amendment, our Existing Articles would remain in effect in their entirety (except to the extent they are amended pursuant to Proposals 4, 6, 7, or 8).

In 2025, the State of Texas (one state in which the Company is incorporated) enacted legislation that expands exculpation protection to officers, thereby enabling companies to eliminate the monetary liability of certain officers in certain circumstances, similar to the protection already afforded to directors under our Existing Articles as permitted by Texas law. To adopt such exculpation provisions, however, a corporation must make an affirmative election in its charter. Similar to Texas, Virginia (also where the Corporation is incorporated) law also permits exculpation of officers when stated in a corporation’s charter. The Exculpation Amendment does not permit the elimination of liability of officers for any breach of the duty of loyalty to the Company or its shareholders, for acts or omissions not in good faith that constitute a breach of a duty of the officer to the Company or that involve intentional misconduct or a knowing violation of the law, for a transaction from which the officer received an improper benefit, or for an act or omission for which the liability of an officer is expressly provided by statute. Taking into account the narrow class and type of claims for which officers would be exculpated, and the benefits our Board of Directors believes would accrue to the Company and its shareholders - enhancing our ability to attract and retain talented officers and potentially reducing future litigation costs associated with frivolous lawsuits - our Board of Directors determined that the Exculpation Amendment is advisable and in the best interests of the Company and its shareholders.

Please see Appendix C which sets forth the Exculpation Amendment and marks those changes specifically.

Approval of the Exculpation Amendment requires the affirmative vote of the holders of more than two-thirds of the outstanding shares of the Company’s common stock entitled to vote. If the Exculpation Amendment is approved, it will become effective upon filing of an appropriate certificate with the Secretary of State of the State of Texas and upon issuance of a Certificate of Restatement by the Commonwealth of Virginia State Corporation Commission. We anticipate making the necessary filings as soon as practicable following shareholder approval of the Exculpation Amendment. All other sections of the Existing Articles would be maintained in their current form (except to the extent an amendment is approved pursuant to Proposals 4, 5, 7 or 8). For the avoidance of doubt, approval of the proposed amendments contained in Proposals 4, 5, 7 or 8 by the shareholders would not impact the Exculpation Amendment.

Our Board of Directors reserves the right to elect to abandon the Exculpation Amendment at any time before it becomes effective even if it is approved by the shareholders. If the shareholders do not approve the Exculpation Amendment our Existing Articles would remain in effect in their entirety (except to the extent they are amended pursuant to Proposals 4, 5, 7 or 8).