ONE Gas Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

ONE Gas, Inc.

(Name of Registrant as Specified In Its Charter)

NOT APPLICABLE

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Mission, Strategy and Core Values

Mission –Why we exist

To deliver natural gas for a better tomorrow

Strategy –How we get there

Core Values –Our Compass

SAFETY We are committed to operating safely and in an environmentally responsible manner.

ETHICS We are accountable to the highest ethical standards and are committed to compliance.

INCLUSION & DIVERSITY We embrace an inclusive and diverse culture that encourages collaboration. Every employee makes a difference and contributes to our success.

SERVICE We provide exceptional service to our customers and support each other.

VALUE We create value for all stakeholders; our customers, employees, investors and communities.

April 3, 2024

Dear Shareholder:

You are cordially invited to attend the 2024 Annual Meeting of Shareholders of ONE Gas, Inc. on Thursday, May 23, 2024, at 9:00 a.m. (Central Daylight Time) to be held in a virtual-only meeting format with no physical location. In 2022, we adopted a virtual-only meeting format to leverage technology and provide all shareholders a convenient experience regardless of location. Information on how to attend and participate virtually in the annual meeting is provided under “About the 2024 Annual Meeting” in the accompanying proxy statement. You will not be able to participate in the 2024 Annual Meeting in person.

The matters to be considered and voted on at the meeting are set forth in the accompanying Notice of Annual Meeting of Shareholders and are described in the accompanying proxy statement. A copy of our 2023 annual report to shareholders is also enclosed. A report on our 2023 performance will be presented at the meeting.

Whether or not you participate in the virtual Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, proxies are being solicited so that each shareholder has an opportunity to vote by proxy. You can authorize a proxy over the internet or by telephone. Instructions for these convenient services are included in the proxy statement and the proxy card. Of course, if you prefer, you may vote by mail by signing, dating and returning the enclosed proxy card in the enclosed postage-paid envelope.

If your shares are held by a broker, bank or other holder of record, unless you provide your broker, bank or other holder of record with your instructions on how to vote your shares, your shares will not be voted in the election of directors or in certain other important proposals as described in the accompanying proxy statement. Consequently, please provide your voting instructions to your broker, bank or other holder of record in a timely manner to ensure that your shares will be voted. As always, we encourage you to vote your shares prior to the annual meeting.

Regardless of the number of shares you own, your vote is important. I urge you to submit your proxy as soon as possible to ensure your shares will be voted.

Both Robert B. Evans and Douglas H. Yaeger will retire from the Board of Directors just prior to the 2024 Annual Meeting of Shareholders after serving on the Board for 10 years. On behalf of the shareholders, we appreciate their valuable contributions to the Board and to the Company and thank them for their exemplary service and wish them all the best.

Thank you for your investment in ONE Gas and your continued support.

Sincerely,

JOHN W. GIBSON

Chairman of the Board

ONE GAS, INC. NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS