Item 1.01 Entry into a Material Definitive Agreement

Underwriting Agreement

On August 4, 2022, ONE Gas, Inc. ("ONE Gas") entered into an underwriting agreement (the "Underwriting Agreement") with RBC Capital Markets, LLC, Truist Securities, Inc., and Wells Fargo Securities, LLC, as representatives of the underwriters named therein (the "Underwriters"), with respect to the issuance and sale by ONE Gas of $300,000,000 aggregate principal amount of its 4.25% Senior Notes due 2032 (the "Notes").

The Underwriting Agreement contains customary representations, warranties and agreements by ONE Gas and customary conditions to closing, indemnification obligations of ONE Gas, on the one hand, and the Underwriters, on the other hand, including for liabilities under the Securities Act of 1933, as amended, obligations of the parties and termination provisions.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to such Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.

Supplemental Indentures and Notes

On August 8, 2022, ONE Gas completed the underwritten public offering (the "Offering") of the Notes. ONE Gas registered the sale of the Notes with the Securities and Exchange Commission (the "Commission") pursuant to a Registration Statement on Form S-3 (Registration No. 333-236658) filed on February 26, 2020. ONE Gas anticipates using the net proceeds from the Offering to repay amounts outstanding under its commercial paper program and for general corporate purposes.

The terms of the Notes are governed by the Indenture, dated as of January 27, 2014 (the "Base Indenture"), between ONE Gas and U.S. Bank Trust Company, National Association (successor to U.S. Bank National Association), as trustee (the "Trustee"), as supplemented by the Supplemental Indenture No. 6 (the "Sixth Supplemental Indenture") dated as of August 8, 2022.

Each of the Base Indenture and the Sixth Supplemental Indenture is filed herewith as Exhibit 4.1 and 4.2, respectively, and is incorporated herein by reference. The form of the Notes is filed herewith as Exhibit 4.3 and is incorporated herein by reference. In addition, the legal opinions related to the Notes are filed herewith as Exhibit 5.1 and 5.2 and are incorporated herein by reference.

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Affiliations

The Underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. The Underwriters and their respective affiliates have provided in the past and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for ONE Gas or its subsidiaries for which they will receive customary fees. Affiliates of certain of the Underwriters are also lenders under ONE Gas' credit facility and dealers under ONE Gas' $1.0 billion commercial paper program.

The Trustee and certain of its affiliates have from time to time performed, and may in the future perform, various financial advisory, commercial and investment banking services for ONE Gas for which they received or will receive customary fees and expenses. U.S. Bank National Association, an affiliate of the Trustee is a lender under ONE Gas' credit facility, and U.S. Bancorp Investments, Inc., an affiliate of the Trustee is an Underwriter of the Notes.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under

an Off-Balance Sheet Arrangement of a Registrant

The information included in Item 1.01 with respect to the Notes and the Indenture above is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits




(d) Exhibits

Exhibit
Number                                    Description

 1.1           Underwriting Agreement, dated August 4, 2022, between ONE Gas, Inc.,
             and RBC Capital Markets, LLC, Truist Securities, Inc., and Wells Fargo
             Securities, LLC, as representatives of the several underwriters named
             therein.

 4.1           Indenture, dated as of January 27, 2014, between ONE Gas, Inc. and
             U.S. Bank National Association, as trustee (incorporated by reference
             to Exhibit 10.1 to ONE Gas, Inc.'s Current Report on Form 8-K filed on
             January 30, 2014 (File No. 1-36108)).

 4.2           Sixth Supplemental Indenture, dated as of August 8, 2022, between
             ONE Gas, Inc. and U.S. Bank Trust Company, National Association, as
             trustee, with respect to the 4.25% Notes due 2032.

 4.3           Form of Notes due 2032 (included in Exhibit 4.2 above).

 5.1           Opinion of GableGotwals.

 5.2           Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.

23.1           Consent of GableGotwals (included in Exhibit 5.1 hereto).

23.2           Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
             Exhibit 5.2 hereto).

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)

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