ONE Gas, Inc.
For the period ended Mar 31, 2026. Filed May 5, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 5, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-04.
0001587732-25-000055
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-05.
0001587732-26-000021
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 154 previous paragraphs and 142 current paragraphs.
90 unchanged; 36 reworded; 15 added; 25 removed; 3 previous and 1 current paragraphs rearranged.
Tables are not compared: 6 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (15)
Current report
The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and the Notes to Consolidated Financial Statements in this Quarterly Report, as well as our Annual Report. We have disclosed non-GAAP financial measures of adjusted net income and adjusted net income per share. Management and the Board of Directors use these non-GAAP financial measures, in addition to GAAP financial measures, to evaluate financial performance, specifically impacts from certain regulatory mechanisms designed to mitigate regulatory lag, understand and compare operating results across accounting periods, and for planning and forecasting. These non-GAAP financial measures are additional information and should not be considered as alternatives to, or more meaningful than, the related GAAP financial measures or comparable to similar measures used by other companies.
Current report
Income Tax Refund - In April 2026, we received $64.3 million from the IRS, consisting of a $55.6 million federal income tax refund and $8.7 million of interest. The refund relates to the amendment of our 2022 federal income tax return following the issuance of Revenue Procedure 2024‑15 in 2024, which allows for the deferral of income taxes on securitization bond proceeds received from a qualifying state financing entity.
Current report
Kansas House Bill 2435 - In April 2026, Kansas House Bill 2435 was signed into law, amending the GSRS statute effective July 1, 2026. The amendment expands the qualifying infrastructure investments eligible for recovery using GSRS to include all utility plant investments, excluding allocated corporate costs other than cyber-security related investments, and increases the maximum monthly residential surcharge to $1.35 from $0.80.
Current report
Texas - In March 2026, Texas Gas Service made a GRIP filing for all customers requesting a $36.9 million increase to be effective in July 2026.
Current report
This increase was offset partially by:
Current report
•an increase of $1.3 million in outside services; and
Current report
•a decrease of $8.9 million in revenue due to lower sales and transport volumes, net of the impact of weather normalization mechanisms.
Current report
Weather across our service territories for the first quarter of 2026 was 24.6 percent warmer than the prior year. The impact on operating income was tempered by our weather normalization mechanisms.
Current report
Non-GAAP Financial Measures -Adjusted net income and adjusted net income per share are calculated as GAAP net income plus the deferral of an equity portion of a carrying cost attributable to shareholders’ investment capitalized for regulatory purposes but not for financial reporting purposes. These carrying costs relate to property, plant and equipment that has been placed in service, but not yet reflected in base rates. Adjusted net income and adjusted net income per share should not be considered in isolation or as a substitute for GAAP net income or GAAP EPS.
Current report
Management believes these non‑GAAP measures provide useful information because they offer a more complete view of our overall regulatory economics, reflect the period-specific effects of certain regulatory mechanisms designed to mitigate regulatory lag associated with property, plant and equipment placed in service prior to regulatory action, and reflect the impact of regulatory timing differences that arise under the Company’s rate-setting framework. These adjustments, net of applicable tax effects, are expected to recur as a result of the Company’s regulatory framework and are a consistent part of our earnings profile.
Current report
The following table contains a reconciliation of the Company’s GAAP net income and GAAP EPS to adjusted net income and adjusted net income per share:
Current report
On February 11, 2026, the variable interest rate on our unsecured term loan reset for the new six‑month interest period to 6‑month Term SOFR of 3.58 percent plus a 90 bps spread, resulting in a 4.48 percent all‑in interest rate, a decrease from the prior rate of 4.96 percent.
Current report
For the three months ended March 31, 2026, we executed forward sale agreements under our current at-the-market equity program for 237,307 shares of our common stock. Had we fully settled all 506,607 shares sold under our forward sale agreements, as of March 31, 2026, we would have generated net proceeds of approximately $41.5 million.
Current report
Environmental issues may exist with respect to these MGP sites that are unknown to us. Accordingly, future costs are dependent on the final determination and regulatory approval of any remedial actions, the complexity of the site, level of remediation required, changing technology and governmental regulations, and to the extent not recovered by insurance or recoverable in rates from our customers, such costs could be material to our financial condition, results of operations, or cash flows.
Current report
We are subject to environmental regulation by federal, state, and local authorities. Due to the inherent uncertainties surrounding the development of federal and state environmental laws and regulations, we cannot determine with specificity the impact such laws and regulations may have on our existing and future facilities. With the trend toward stricter standards, greater regulation, and more extensive permit requirements for the types of assets operated by us, our environmental expenditures could increase in the future. Such expenditures may not be fully recovered by insurance or recoverable in rates from our customers, and those costs may adversely affect our financial condition, results of operations, and cash flows.
Removed paragraphs (25)
Previous report
The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and the Notes to Consolidated Financial Statements in in this Quarterly Report, as well as our Annual Report. Due to the seasonal nature of our business, the results of operations for the three and nine months ended September 30, 2025, are not necessarily indicative of the results that may be expected for a 12-month period.
Previous report
Credit Facility - In October 2025, we amended and restated the ONE Gas Credit Agreement. During this process we increased the capacity to $1.5 billion from $1.35 billion with the addition of one new lender and reduction of three lenders. The term of the agreement was extended to October 30, 2030, from March 16, 2028. The expansion option in the revolver was set at an additional $750 million, and all other terms and conditions of the ONE Gas Credit Agreement are materially unchanged.
Previous report
Kansas - In April 2025, Kansas Gas Service submitted an application to the KCC requesting an increase of approximately $7.2 million related to its GSRS. In July 2025, the KCC approved a $7.2 million increase effective August 2025.
Previous report
Texas - In June 2025, Texas Gas Service filed a rate case for all customers in the Central-Gulf, West-North and Rio Grande Valley service areas requesting a $41.1 million revenue increase. The filing includes a request to consolidate all service areas into a single division. Texas Gas Service filed this rate case directly with the cities in each service area, which includes the city of Austin, the City of El Paso and the RRC for the unincorporated areas. This filing is based on a 10.4 percent return on equity and a 59.9 percent common equity ratio. New rates are expected to take effect in the first quarter of 2026.
Previous report
West-North Service Area - In February 2025, Texas Gas Service made a GRIP filing for all customers in the West-North service area, requesting a $8.2 million increase to be effective in June 2025. In May 2025, the RRC approved an increase of $8.2 million, and new rates became effective in June 2025.
Previous report
Central-Gulf Service Area- In February 2025, Texas Gas Service made a GRIP filing for all customers in the Central-Gulf service area, requesting a $15.4 million increase to be effective in June 2025. In May 2025, the RRC approved an increase of $15.4 million, and new rates became effective in June 2025.
Previous report
Rio Grande Valley Service Area - In April 2025, Texas Gas Service made a GRIP filing for all customers in the Rio Grande Valley service area, requesting a $3.2 million increase to be effective in September 2025. In August 2025, the RRC approved an increase of $2.9 million, and new rates became effective in September 2025.
Previous report
•an increase of $19.2 million from new rates; and
Previous report
•an increase of $1.4 million in residential sales due primarily to net customer growth in Oklahoma and Texas.
Previous report
These increases were partially offset by:
Previous report
•an increase of $4.8 million in depreciation and amortization expense primarily from additional capital investment;
Previous report
•an increase of $4.1 million due to ad valorem taxes;
Previous report
•an increase of $1.0 million due to outside services.
Previous report
Operating income increased $43.1 million for the nine months ended September 30, 2025, compared with the same period last year, due primarily to the following:
Previous report
•an increase of $92.2 million from new rates; and
Previous report
•an increase of $5.3 million in residential sales due primarily to net customer growth in Oklahoma and Texas.
Previous report
These increases were partially offset by:
Previous report
•an increase of $16.8 million in depreciation and amortization expense primarily from additional capital investment;
Previous report
•an increase of $13.8 million due to ad valorem taxes;
Previous report
•an increase of $2.5 million in insurance expense;
Previous report
•an increase of $2.1 million in bad debt expense;
Previous report
•an increase of $1.2 million in information technology expense; and
Previous report
•a carrying charge of $2.9 million refunded to Oklahoma customers from the settlement of a disputed gas purchase invoice.
Previous report
Equity Issuances -In May 2025, we entered into an underwriting agreement and a forward sale agreement for 2.5 million shares of our common stock and granted the underwriter an option to purchase up to 375,000 additional shares of our common stock, which was not exercised. The forward sale agreement provides for settlement on a date, or dates, to be specified at our discretion, but which will occur no later than December 31, 2026.
Previous report
In August 2025, we purchased a group annuity contract and transferred approximately $41.6 million of the assets and liabilities related to certain participants in our defined benefit pension plan to a third-party insurance company.
Reworded paragraphs (36)
Previous wording
Dividend -In November 2025, we declared a dividend of $0.67 per share ($2.68 per share on an annualized basis) for shareholders of record as of November 14, 2025, payable on December 1, 2025.
Current wording
Dividend -In May 2026, we declared a dividend of $0.68 per share ($2.72 per share on an annualized basis) for shareholders of record as of May 18, 2026, payable on June 2, 2026.
Previous wording
In February 2023, we entered into an at-the-market equity distribution agreement under which we may issue and sell shares of our common stock with an aggregate offering price up to $300 million. Sales of common stock are made by means of ordinary brokers’ transactions on the NYSE, in block transactions or as otherwise agreed to between us and the sales agent. We are under no obligation to offer and sell common stock under the program. At September 30, 2025, we had $225.5 million of equity available for issuance under the program.
Current wording
At-the-Market Equity Program- In February 2026, we entered into an at-the-market equity distribution agreement under which we may issue and sell shares of our common stock with an aggregate offering price up to $225 million. Sales of common stock are made by means of ordinary brokers’ transactions on the NYSE and the NYSE Texas, in block transactions or as otherwise agreed to between us and the sales agent. We are under no obligation to offer and sell common stock under the program. At March 31, 2026, we had $204.4 million of equity available for issuance under the program.
Previous wording
Texas House Bill 4384 - In June 2025, Texas House Bill 4384 was signed into law, allowing gas utilities in Texas to defer, and later recover, specific costs related to property, plant and equipment placed in service, but not yet reflected in base rates, including depreciation, ad valorem taxes, and a carrying cost. The RRC is required to adopt rules to implement the new law within 270 days of the effective date. Texas Gas Service began applying the new provisions to property, plant and equipment placed in service but not yet reflected in rates in the third quarter of 2025.
Current wording
Texas House Bill 4384- In June 2025, Texas House Bill 4384 was signed into law, allowing gas utilities in Texas to defer, and later recover, specific costs related to property, plant and equipment placed in service, but not yet reflected in rates, including depreciation, ad valorem taxes, and a carrying cost. The RRC formally approved and adopted a rule implementing Texas House Bill 4384 into the Texas Administrative Code on February 24, 2026. Texas Gas Service began applying the new provisions to property, plant and equipment placed in service but not yet reflected in rates in the third quarter of 2025.
Previous wording
Oklahoma - On February 27, 2025, Oklahoma Natural Gas filed its required PBRC application for the year ended December 2024. The filed request included a $41.5 million base rate revenue increase, $2.4 million energy efficiency incentive, and $13.2 million of estimated EDIT to be credited to customers in 2026. The parties reached a settlement which included a $41.1 million base rate revenue increase, a $2.4 million energy efficiency incentive, and $17.9 million of estimated EDIT to be credited to customers in February 2026. On June 12, 2025, the administrative law judge recommended approval of the settlement at the hearing on the merits. Interim rates, subject to refund until an order from the OCC, were implemented on June 27, 2025. The OCC issued an order approving the settlement on July 23, 2025.
Current wording
Oklahoma - On February 26, 2026, Oklahoma Natural Gas filed its required PBRC application for the year ended December 31, 2025. The filed request included a $28.7 million base rate revenue increase, $2.6 million energy efficiency incentive, and $14.4 million of estimated EDIT to be credited to customers in 2027. A hearing before the administrative law judge is scheduled for June 11, 2026. Rates may be implemented subject to refund on June 26, 2026.
Previous wording
Selected Financial Results -For the three months ended September 30, 2025, net income was $26.5 million, or $0.44 per diluted share, compared with $19.3 million, or $0.34 per diluted share, in the same period last year. For the nine months ended September 30, 2025, net income was $177.9 million, or $2.94 per diluted share, compared with $145.8 million, or $2.56 per diluted share, in the same period last year.
Current wording
Selected Financial Results -For the three months ended March 31, 2026, net income was $128.7 million, or $2.04 per diluted share, compared with $119.4 million, or $1.98 per diluted share in the same period last year. Adjusted net income was $133.4 million, or $2.11 adjusted net income per share, compared with adjusted net income of $120.1 million, or $1.99 adjusted net income per share, in the same period last year. See the “Non‑GAAP Financial Measures” section for a reconciliation of the Company’s GAAP net income and GAAP EPS to adjusted net income and adjusted net income per share.
Previous wording
Cost of natural gas includes commodity purchases, fuel, storage, transportation, hedging costs and settlement proceeds for natural gas price volatility mitigation programs approved by our regulators and other gas purchase costs recovered through our cost of natural gas regulatory mechanisms but does not include an allocation of general operating costs or depreciation and amortization. These regulatory mechanisms provide a method of recovering natural gas costs on an ongoing basis without a profit. Therefore, although our revenues will fluctuate with the cost of natural gas that we pass through to our customers, operating income is not affected by fluctuations in the cost of natural gas.
Current wording
Cost of natural gas includes commodity purchases, fuel, storage, transportation, hedging costs, and settlement proceeds for natural gas price volatility mitigation programs approved by our regulators and other gas purchase costs recovered through our cost of natural gas regulatory mechanisms. Cost of natural gas does not include an allocation of general operating costs or depreciation and amortization. These regulatory mechanisms provide a method of recovering natural gas costs on an ongoing basis without a profit. Therefore, although our revenues fluctuate with the cost of natural gas that we pass through to our customers, operating income is not affected by fluctuations in the cost of natural gas.
Previous wording
Operating income increased $5.9 million for the three months ended September 30, 2025, compared with the same period last year, due primarily to the following:
Current wording
Operating income increased $9.1 million for the three months ended March 31, 2026, compared with the same period last year, due primarily to an increase of $27.3 million in revenue from new rates.
Previous wording
•an increase of $3.8 million in employee-related costs; and
Current wording
•an increase of $6.8 million in employee-related costs due, in part, to planned investments in the Company’s workforce;
Previous wording
Other Factors Affecting Net Income - Other factors that affected net income for the three months ended September 30, 2025, compared to the same period last year, include a decrease of $0.6 million in other income (expense), net due primarily to a $0.5 million decrease in net periodic benefit credit other than service costs and a $0.2 million decrease in the market value of investments associated with our nonqualified deferred compensation plans.
Current wording
Other Factors Affecting Net Income - Other factors that affected net income for the three months ended March 31, 2026, compared to the same period last year, include a decrease of $2.6 million in other income (expense), net due primarily to a $1.5 million decrease in net periodic benefit credit other than service costs and a $0.9 million decrease in the market value of investments associated with our nonqualified deferred compensation plans.
Previous wording
Additionally, net income for the three months ended September 30, 2025, compared with the same period last year, includes a decrease in interest expense, net of $3.8 million due primarily to a lower weighted average interest rate on commercial paper borrowings. Excluding KGSS-I, interest expense, net for the nine months ended September 30, 2025 is in line with the same period last year.
Current wording
Additionally, net income for the three months ended March 31, 2026, compared with the same period last year, includes a decrease in interest expense, net of $3.3 million due primarily to a lower weighted average interest rate on commercial paper borrowings and the implementation of Texas Rule House Bill 4384.
Previous wording
EDIT - Income tax expense reflects credits for the amortization of the regulatory liability associated with EDIT that were returned to customers of $1.7 million and $1.5 million for the three months ended September 30, 2025 and 2024, respectively, and credits of $11.9 million and $13.4 million for the nine months ended September 30, 2025 and 2024, respectively.
Current wording
EDIT - Income tax expense reflects credits for the amortization of the regulatory liability associated with EDIT that were returned to customers of $9.5 million and $8.1 million for the three months ended March 31, 2026 and 2025, respectively.
Previous wording
Capital expenditures and asset removal costs were $9.9 million and $3.7 million higher for the three and nine months ended September 30, 2025, respectively, compared with the same periods last year. Our full-year capital expenditures and asset removal costs are expected to be approximately $750 million for 2025.
Current wording
Capital expenditures and asset removal costs were $8.1 million lower for the three months ended March 31, 2026, compared with the same period last year. Our full-year capital expenditures and asset removal costs are expected to be approximately $800 million for 2026.
Previous wording
The increase in the average number of customers for the periods presented is due primarily to the connection of new customers resulting from the extension and expansion of our system in our service areas. For the three months ended September 30, 2025, our average customer count includes approximately 5,400 new customer connections during the period. For the nine months ended September 30, 2025, our average customer count includes approximately 16,800 new customer connections during the period. For the year ended December 31, 2024, our average customer count included approximately 23,000 new customer connections.
Current wording
The increase in the average number of customers for the periods presented is due primarily to the connection of new customers resulting from the extension and expansion of our system in our service areas. For the three months ended March 31, 2026, our average customer count includes approximately 4,800 new customer connections during the period. For the year ended December 31, 2025, our average customer count included approximately 23,000 new customer connections.
Previous wording
The impact of weather on residential and commercial natural gas sales is tempered by WNA mechanisms in all jurisdictions.
Current wording
The impact of weather on residential and commercial natural gas sales is mitigated by WNA mechanisms in all jurisdictions.
Previous wording
•Texas - An average of HDDs authorized in our most recent rate proceeding in each jurisdiction and weighted using a rolling 10-year average of actual natural gas distribution sales volumes by service area.
Current wording
•Texas - An average of HDDs authorized in our most recent rate proceeding in each jurisdiction and weighted using a rolling 10-year average of actual natural gas distribution sales volumes.
Previous wording
•9 weather stations and natural gas distribution sales volumes by service area for Texas.
Current wording
•9 weather stations and natural gas distribution sales volumes for Texas.
Previous wording
The ONE Gas Credit Agreement provides for a $1.5 billion revolving unsecured credit facility and includes a $20 million letter of credit subfacility and a $60 million swingline subfacility. We can request an increase in commitments of up to an additional $750 million upon satisfaction of customary conditions, including receipt of commitments from either new lenders or increased commitments from existing lenders. The ONE Gas Credit Agreement is available to provide liquidity for working capital, capital expenditures, acquisitions and mergers, the issuance of letters of credit, and for other general corporate purposes.
Current wording
Short-term Debt -The ONE Gas Credit Agreement provides for a $1.5 billion revolving unsecured credit facility, which includes a $20 million letter of credit subfacility and a $60 million swingline subfacility. Under the terms of the agreement, the Company may, subject to satisfaction of customary conditions and receipt of commitments from new or existing lenders, request an increase in total commitments of up to an additional $750 million. Proceeds from the agreement may be used for working capital, capital expenditures, acquisitions and mergers, the issuance of letters of credit, and other general corporate purposes.
Previous wording
Short-term Debt -The ONE Gas Credit Agreement contains certain financial, operational and legal covenants. Among other things, these covenants include maintaining ONE Gas’ total debt-to-capital ratio, excluding the debt of KGSS-I, of no more than 70 percent at the end of any calendar quarter. At September 30, 2025, our total debt-to-capital ratio, excluding KGSS-I, was 49.7 percent and we were in compliance with all covenants under the ONE Gas Credit Agreement. We may reduce the unutilized portion of the ONE Gas Credit Agreement in whole or in part without premium or penalty. The ONE Gas Credit Agreement contains customary events of default. Upon the occurrence of certain events of default, the obligations under the ONE Gas Credit Agreement may be accelerated and the commitments may be terminated.
Current wording
The ONE Gas Credit Agreement contains certain financial, operational, and legal covenants. Among other things, these covenants include maintaining ONE Gas’ total debt-to-capital ratio, excluding the debt of KGSS-I, of no more than 70 percent at the end of any calendar quarter. At March 31, 2026, our total debt-to-capital ratio, excluding KGSS-I, was 47.1 percent and we were in compliance with all covenants under the ONE Gas Credit Agreement. We may reduce the unutilized portion of the ONE Gas Credit Agreement in whole or in part without premium or penalty. The ONE Gas Credit Agreement contains customary events of default. Upon the occurrence of certain events of default, the obligations under the ONE Gas Credit Agreement may be accelerated and the commitments may be terminated.
Previous wording
In October 2025, we amended and restated the ONE Gas Credit Agreement. During this process we increased the capacity to $1.5 billion from $1.35 billion with the addition of one new lender and reduction of three lenders. The term of the agreement was extended to October 30, 2030, from March 16, 2028. The expansion option in the revolver was set at an additional $750 million, and all other terms and conditions of the ONE Gas Credit Agreement are materially unchanged. At September 30, 2025, we had $1.35 million in letters of credit issued and no borrowings under the ONE Gas Credit Agreement as then in effect, with approximately $1.349 billion of remaining credit, which is available to repay our commercial paper borrowings.
Current wording
At March 31, 2026, we had approximately $2.4 million in letters of credit issued and no borrowings under the ONE Gas Credit Agreement, with approximately $1.5 billion of remaining credit, which is available to repay our commercial paper borrowings and for other permitted purposes.
Previous wording
Under our commercial paper program, we may issue unsecured commercial paper up to the maximum amount of $1.35 billion to fund short-term borrowing needs. The maturities of the commercial paper vary but may not exceed 270 days from the date of issue. Commercial paper is generally sold at par less a discount representing an interest factor. At September 30, 2025 and December 31, 2024, we had $764.4 million and $914.6 million of commercial paper outstanding with a weighted-average interest rate of 4.34 percent and 4.77 percent, respectively.
Current wording
Under our commercial paper program, we may issue unsecured commercial paper up to the maximum amount of $1.5 billion to fund short-term borrowing needs. The maturities of the commercial paper vary but may not exceed 270 days from the date of issue. Commercial paper is generally sold at par less a discount representing an interest factor. At March 31, 2026 and December 31, 2025, we had $759.7 million and $737.4 million of commercial paper outstanding with a weighted-average interest rate of 4.14 percent and 3.94 percent, respectively.
Previous wording
Senior Notes - At September 30, 2025, our long-term debt-to-capital ratio was 45.3 percent. Excluding the debt of KGSS-I, which is non-recourse to us, our long-term debt-to-capital ratio was 42.8 percent. See Note 14 of the Notes to Consolidated Financial Statements in this Quarterly Report for information with respect to KGSS-I.
Current wording
Senior Notes- At March 31, 2026, our long-term debt-to-capital ratio was 40.3 percent, exclusive of KGSS-I debt.
Previous wording
Securitized Utility Tariff Bonds - At September 30, 2025, we had outstanding $257.9 million of 5.486 percent KGSS-I Securitized Utility Tariff Bonds with $30.6 million due within the next year. The bonds are governed by an indenture between KGSS-I and the indenture trustee. The indenture contains certain covenants that restrict KGSS-I’s ability to sell, transfer, convey, exchange, or otherwise dispose of its assets.
Current wording
Securitized Utility Tariff Bonds - At March 31, 2026, we had outstanding $242.5 million of 5.486 percent KGSS-I Securitized Utility Tariff Bonds with $31.4 million due within the next year. The bonds are governed by an indenture between KGSS-I and the indenture trustee. The indenture contains certain covenants that restrict KGSS-I’s ability to sell, transfer, convey, exchange, or otherwise dispose of its assets.
Previous wording
Pension and Other Postemployment Benefit Plans - In 2025, our contributions are expected to be approximately $6.8 million to our defined benefit pension plans, and no contributions are expected to be made to our other postemployment benefit plans. We use a December 31 measurement date for our plans.
Current wording
Pension and Other Postemployment Benefit Plans - In 2026, our contributions are expected to be approximately $12.7 million to our defined benefit pension plans, and no contributions are expected to be made to our other postemployment benefit plans. We use a December 31 measurement date for our plans.
Previous wording
Operating Cash Flows - Changes in cash flows from operating activities are due primarily to changes in sales revenues, natural gas costs and operating expenses discussed in “Financial Results and Operating Information,” and changes in working capital. Changes in natural gas prices and demand for our services or natural gas, whether because of general economic conditions, variations in weather not mitigated by WNA mechanisms, changes in supply or increased competition from other service providers, could affect our earnings and operating cash flows. Typically, our cash flows from operations are greater in the first half of the year compared with the second half of the year.
Current wording
Operating Cash Flows - Changes in cash flows from operating activities are due primarily to changes in sales revenues, natural gas costs, and operating expenses discussed in “Financial Results and Operating Information,” and changes in working capital. Changes in natural gas prices and demand for our services or natural gas, whether because of general economic conditions, variations in weather not mitigated by WNA mechanisms, changes in supply, or increased competition from other service providers, could affect our earnings and operating cash flows. Typically, our cash flows from operations are greater in the first half of the year compared to the second half of the year.
Previous wording
Operating cash flows were higher for the nine months ended September 30, 2025, compared with the prior period, due primarily to working capital changes related to the recovery of regulatory assets.
Current wording
Operating cash flows were lower for the three months ended March 31, 2026, compared with the prior period, due primarily to working capital changes related to an increase in regulatory assets.
Previous wording
Investing Cash Flows - Cash used in investing activities increased for the nine months ended September 30, 2025, compared with the prior period, due primarily to an increase in capital expenditures for system integrity and extension of service to new areas.
Current wording
Investing Cash Flows - Cash used in investing activities decreased for the three months ended March 31, 2026, compared with the prior period, due primarily to the timing of capital expenditures for system integrity and extension of service to new areas.
Previous wording
Financing Cash Flows - Cash used in financing activities increased for the nine months ended September 30, 2025, compared with the prior period, due primarily to the repayment of notes payable.
Current wording
Financing Cash Flows - Cash used in financing activities decreased for the three months ended March 31, 2026, compared with the prior period, due primarily to higher net commercial paper repayments in 2025.
Previous wording
Environmental Matters - We are subject to multiple laws and regulations regarding protection of the environment and natural and cultural resources, which affect many aspects of our present and future operations. Regulated activities include, but are not limited to, those involving air emissions, storm water and wastewater discharges, handling and disposal of solid and hazardous wastes, wetland preservation, plant and wildlife protection, hazardous materials use, storage and transportation, and pipeline and facility construction. These laws and regulations require us to obtain and/or comply with a wide variety of environmental clearances, registrations, licenses, permits and other approvals. Failure to comply with these laws, regulations, licenses and permits or the discovery of presently unknown environmental conditions may expose us to fines, penalties and/or interruptions in our operations that could be material to our results of operations. In addition, emission controls and/or other regulatory or permitting mandates under the CAA and other similar federal and state laws could require unexpected capital expenditures. We cannot assure that existing environmental statutes and regulations will not be revised or that new regulations will not be adopted or become applicable to us. Revised or additional statutes or regulations that result in increased compliance costs or additional operating restrictions could have a material adverse effect on our business, financial condition and results of operations. Our expenditures for environmental investigation and remediation compliance to date have not been significant in relation to our financial position, results of operations or cash flows, and our expenditures related to environmental matters had no material effects on earnings or cash flows during the three and nine months ended September 30, 2025 and 2024.
Current wording
Environmental Matters - We are subject to multiple laws and regulations regarding protection of the environment and natural and cultural resources, which affect many aspects of our present and future operations. Regulated activities include, but are not limited to, those involving air emissions, storm water and wastewater discharges, handling and disposal of solid and hazardous wastes, wetland preservation, plant and wildlife protection, hazardous materials use, storage, and transportation, and pipeline and facility construction. These laws and regulations require us to obtain and/or comply with a wide variety of environmental clearances, registrations, licenses, permits, and other approvals. Failure to comply with these laws, regulations, licenses, and permits or the discovery of presently unknown environmental conditions may expose us to fines, penalties, and/or interruptions in our operations that could be material to our results of operations. In addition, emission controls and/or other regulatory or permitting mandates under the CAA and other similar federal and state laws could require unexpected capital expenditures. We cannot assure that existing environmental statutes and regulations will not be revised or that new regulations will not be adopted or become applicable to us. Revised or additional statutes or regulations that result in increased compliance costs or additional operating restrictions could have a material adverse effect on our business, financial condition, and results of operations. Our expenditures for environmental investigation and remediation compliance to date have not been significant in relation to our financial position, results of operations, or cash flows, and our expenditures related to environmental matters had no material effects on earnings or cash flows during the three months ended March 31, 2026 and 2025.
Previous wording
Pursuant to the AAO, costs approved for recovery in a future rate proceeding are to be amortized over a 15-year period. The unamortized amounts are not included in rate base or accumulate carrying charges. Following a determination that future investigation and remediation work approved by the KDHE exceeds $32.0 million, net of any related insurance recoveries, Kansas Gas Service is required to file an application with the KCC for approval to increase the $32.0 million cap. At September 30, 2025 and December 31, 2024, we have deferred $30.3 million and $31.1 million, respectively, for accrued investigation and remediation costs, net of insurance proceeds, pursuant to our AAO.
Current wording
Pursuant to the AAO, costs approved for recovery in a future rate proceeding are to be amortized over a 15-year period. The unamortized amounts are not included in rate base or accumulate carrying charges. Following a determination that future investigation and remediation work approved by the KDHE exceeds $32.0 million, net of any related insurance recoveries, Kansas Gas Service is required to file an application with the KCC for approval to increase the $32.0 million cap. At March 31, 2026 and December 31, 2025, we have deferred $30.6 million and $30.1 million, respectively, for accrued investigation and remediation costs, net of insurance proceeds, pursuant to our AAO.
Previous wording
Our expenditures for environmental evaluation, mitigation, remediation and compliance to date have not been significant in relation to our financial position, results of operations or cash flows, and our expenditures related to environmental matters had no material effects on earnings or cash flows during the three and nine months ended September 30, 2025 and 2024. The reserve for remediation of our MGP sites was $13.8 million and $14.3 million at September 30, 2025 and December 31, 2024, respectively.
Current wording
Our expenditures for environmental evaluation, mitigation, remediation, and compliance to date have not been significant in relation to our financial position, results of operations, or cash flows, and our expenditures related to environmental matters had no material effects on earnings or cash flows during the three months ended March 31, 2026 and 2025. The reserve for remediation of our MGP sites was $13.2 million and $13.7 million at March 31, 2026 and December 31, 2025, respectively.
Previous wording
Environmental Footprint - We cannot assure that existing environmental statutes and regulations will not be revised or that new regulations will not be adopted or become applicable to us. Revised or additional regulations that result in increased compliance costs or additional operating restrictions could have a material adverse effect on our business, financial condition and results of operations. Our expenditures for environmental investigation and remediation compliance to-date have not been significant in relation to our financial position, results of operations or cash flows, and our expenditures related to environmental matters had no material effects on earnings or cash flows for the three and nine months ended September 30, 2025 and 2024.
Current wording
Environmental Footprint - We cannot assure that existing environmental statutes and regulations will not be revised or that new regulations will not be adopted or become applicable to us. Revised or additional regulations that result in increased compliance costs or additional operating restrictions could have a material adverse effect on our business, financial condition, and results of operations. Our expenditures for environmental investigation and remediation compliance to date have not been significant in relation to our financial position, results of operations, or cash flows, and our expenditures related to environmental matters had no material effects on earnings or cash flows for the three months ended March 31, 2026 and 2025.
Previous wording
PHMSA promulgates various regulations related to pipeline safety. As part of the Consolidated Appropriations Act, 2021, the PIPES Act reauthorized PHMSA through 2023 and directed the agency to move forward with several regulatory actions, including the “Pipeline Safety: Class Location Change Requirements” and the “Pipeline Safety: Safety of Gas Transmission and Gathering Pipelines” proposed rulemakings. Congress has also instructed PHMSA to issue final regulations that will require operators of non-rural gas gathering lines and new and existing transmission and distribution pipeline facilities to conduct certain leak detection and repair programs and to require facility inspection and maintenance plans to align with those regulations. On January 20, 2025, an executive order began a regulatory freeze to all rulemakings that were not yet effective pending further review. To the extent such rulemakings impose more stringent requirements on our facilities, we may be required to incur expenditures that may be material.
Current wording
PHMSA promulgates various regulations related to pipeline safety. As part of the Consolidated Appropriations Act, 2021, the PIPES Act reauthorized PHMSA through 2023 and directed the agency to move forward with several regulatory actions. Outstanding regulatory actions include the “Pipeline Safety: Safety of Gas Distribution Pipelines” and “Pipeline Safety: Gas Pipeline Leak Detection” proposed rulemakings. The “Pipeline Safety: Gas Pipeline Leak Detection” proposed rule would require operators of new and existing transmission and distribution pipeline facilities to conduct certain leak detection and repair programs and require facility inspection and maintenance plans to align with those regulations. On January 20, 2025, an executive order began a regulatory freeze on all rulemakings that were not yet effective pending further review. To the extent such rulemakings impose more stringent requirements on our facilities, we may be required to incur expenditures that may be material.
Previous wording
•cyber-attacks, which, continue to increase in volume and sophistication, or breaches of technology systems that could disrupt our operations or result in the loss or exposure of confidential or sensitive customer, employee, vendor, counterparty or Company information; further, increased remote working arrangements have required enhancements and modifications to our IT infrastructure (e.g. Internet, Virtual Private Network, remote collaboration systems, etc.), and any failures of the technologies, including third-party service providers, that facilitate working remotely could limit our ability to conduct ordinary operations or expose us to increased risk or effect of an attack;
Current wording
•cyber-attacks, which, continue to increase in volume and sophistication, or breaches of technology systems that could disrupt our operations or result in the loss or exposure of confidential or sensitive customer, employee, vendor, counterparty, or Company information; further, increased remote working arrangements have required enhancements and modifications to our IT infrastructure (e.g. Internet, Virtual Private Network, remote collaboration systems, etc.), and any failures of the technologies, including those provided by third-party service providers, that facilitate working remotely could limit our ability to conduct ordinary operations or expose us to increased risk or effect of an attack;
Previous wording
•adverse weather conditions and variations in weather, including seasonal effects on demand and/or supply, the occurrence of severe storms in the territories in which we operate, and climate change, and the related effects on supply, demand, and costs;
Current wording
•adverse weather conditions and variations in weather, including seasonal effects on demand and/or supply, the occurrence of severe storms in the territories in which we operate, climate change, and the related effects on supply, demand, and costs;
Previous wording
•our ability to secure reliable, competitively priced and flexible natural gas transportation and supply, including decisions by natural gas producers to reduce production or shut-in producing natural gas wells and expiration of existing supply and transportation and storage arrangements that are not replaced with contracts with similar terms and pricing;
Current wording
•our ability to secure reliable, competitively priced and flexible natural gas transportation, storage, and supply, including decisions by natural gas producers to reduce production or shut-in producing natural gas wells and expiration of existing supply and transportation and storage arrangements that are not replaced with contracts with similar terms and pricing;
Previous wording
•our ability to recover the costs of natural gas purchased for our customers and any related financing required to support our purchase of natural gas supply;
Current wording
•our ability to recover the costs of upstream transportation, storage, and natural gas purchased for our customers and any related financing required to support our purchase of natural gas supply;
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
At-the-Market Equity Program- In February 2026, we entered into an at-the-market equity distribution agreement under which we may issue and sell shares of our common stock with an aggregate offering price up to $225 million. Sales of common stock are made by means of ordinary brokers’ transactions on the NYSE and the NYSE Texas, in block transactions or as otherwise agreed to between us and the sales agent. We are under no obligation to offer and sell common stock under the program. At March 31, 2026, we had $204.4 million of equity available for issuance under the program.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
•an increase of $12.8 million in employee-related costs;
Previous report — wording carried elsewhere
Other factors that affected net income for the nine months ended September 30, 2025, compared with the same period last year, include a decrease of $2.0 million in other income (expense), net due primarily to a $1.4 million decrease in net periodic benefit credit other than service costs and a $0.7 million decrease in the market value of investments associated with our nonqualified deferred compensation plans.
Previous report — wording carried elsewhere
Unsecured Term Loan - In August 2025, we entered into a 13-month unsecured term loan agreement totaling $250 million. The loan bears interest at a variable rate based on Term SOFR, initially set using the 6-month Term SOFR at closing, plus a 90 bps spread as specified in the agreement. The interest rate resets automatically at months six and twelve, each based on the prevailing 6-month Term SOFR plus a spread of 90 bps, and 1-month Term SOFR plus a spread of 90 bps, respectively, until the term loan matures in September 2026. Interest is payable quarterly, and the loan includes customary covenants and default provisions. Proceeds of the term loan will be available for working capital, capital expenditures, acquisitions, mergers, and other general corporate purposes.