OGE Energy Corp. Files 8-K with Material Agreement Details

TL;DR

OGE Energy Corp. filed an 8-K on Nov 20, 2025, detailing a material definitive agreement and other key financial info.

AI Summary

On November 20, 2025, OGE Energy Corp. filed an 8-K report detailing a material definitive agreement. The filing also included Regulation FD disclosures and other events, along with financial statements and exhibits. The company is incorporated in Oklahoma and its principal executive offices are located in Oklahoma City.

Why It Matters

This filing provides crucial updates on significant agreements and financial information for OGE Energy Corp., impacting investors and stakeholders.

Risk Assessment

Risk Level: low — The filing is a standard 8-K report detailing corporate events and agreements, not indicating immediate financial distress or significant new risks.

Key Numbers

• 0001104659-25-115429 — Accession Number (Unique identifier for the filing)
• 001-12579 — SEC File Number (OGE Energy Corp.'s SEC file number)

Key Players & Entities

• OGE Energy Corp. (company) — Registrant
• November 20, 2025 (date) — Date of earliest event reported
• Oklahoma (location) — State of Incorporation
• Oklahoma City (location) — Address of Principal Executive Offices

FAQ

Key Financial Figures

• $7.285 billion — cremental investments under our updated $7.285 billion five-year capital plan through 2030. Th
• $0.01 — f the Company's common stock, par value $0.01 per share (the "Common Stock"). Of the
• $41.71 — he forward sale price will initially be $41.71 per share, which is the price at which

Filing Documents

• tm2530364d3_8k.htm (8-K) — 50KB
• tm2530364d3_ex1-01.htm (EX-1.01) — 416KB
• tm2530364d3_ex5-01.htm (EX-5.01) — 11KB
• tm2530364d3_ex10-01.htm (EX-10.01) — 174KB
• tm2530364d3_ex10-02.htm (EX-10.02) — 163KB
• tm2530364d3_ex10-03.htm (EX-10.03) — 166KB
• tm2530364d3_ex10-04.htm (EX-10.04) — 176KB
• tm2530364d3_ex99-01.htm (EX-99.01) — 14KB
• tm2530364d3_ex99-02.htm (EX-99.02) — 14KB
• tm2530364d3_ex5-01img01.jpg (GRAPHIC) — 18KB
• tm2530364d3_ex5-01img02.jpg (GRAPHIC) — 5KB
• 0001104659-25-115429.txt ( ) — 1633KB
• oge-20251120.xsd (EX-101.SCH) — 3KB
• oge-20251120_lab.xml (EX-101.LAB) — 33KB
• oge-20251120_pre.xml (EX-101.PRE) — 22KB
• tm2530364d3_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement The disclosure regarding the Forward Sale Agreements (as defined below) under Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure On November 20, 2025, OGE Energy Corp. (NYSE: OGE) (the "Company") issued a press release announcing the Offering (as defined below) and issued a press release announcing that it had priced the Offering. Copies of these press releases are furnished as Exhibits 99.01 and 99.02 hereto and are incorporated herein by reference. We anticipate that the net proceeds of the Offering, together with proceeds from our automatic dividend reinvestment and stock repurchase plan, will satisfy the external equity amounts required to finance the incremental investments under our updated $7.285 billion five-year capital plan through 2030. There can be no assurances, however, that our equity needs will not change. Among other factors, any updates to our capital plan or any updates to the assumptions, expectations and projections underlying our existing capital plan may require additional financing, including equity financing. The information furnished is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act").

01. Other Events

Item 8.01. Other Events On November 20, 2025, the Company entered into an Underwriting Agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, as representatives (the "Representatives") of the several underwriters named therein (the "Underwriters"), Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, acting in their capacity as forward sellers (in such capacity, the "Forward Sellers"), and Morgan Stanley & Co. LLC and JPMorgan Chase Bank, National Association, New York Branch, acting in their capacity as forward purchasers (in such capacity, the "Forward Purchasers"), in connection with the underwritten public offering by the Underwriters (the "Offering") of 8,023,256 shares (the "Offered Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock"). Of the Offered Shares, 4,011,628 shares were issued and sold by the Company to the Underwriters, and 4,011,628 shares were borrowed from third parties and sold to the Underwriters by the Forward Sellers. On November 21, 2025, the Underwriters exercised in full their option to purchase an additional 1,203,488 shares of Common Stock pursuant to the Underwriting Agreement. On November 20, 2025, the Company entered into forward sale agreements (the "Forward Sale Agreements") with each of the Forward Purchasers, relating to an aggregate of 4,011,628 shares of Common Stock, to be borrowed from third parties and sold by the Forward Sellers to the Underwriters. On November 21, 2025, the Company entered into additional forward sale agreements with each of the Forward Purchasers relating to an aggregate of 601,744 shares of Common Stock (the "Additional Forward Sale Agreements" and, unless the context otherwise requires, the term Forward Sale Agreements as used in this Current Report on Form 8-K includes the Additional Forward Sale Agreements). The Forward Sale Agreements provide for settlement on a settlement date or dates to be specified at the Co

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 1.01 Underwriting Agreement, dated November 20, 2025, by and among the Company, Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC as representatives of the several underwriters named therein, Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, acting in their capacity as forward sellers, and Morgan Stanley & Co. LLC and JPMorgan Chase Bank, National Association, New York Branch, acting in their capacity as forward purchasers. 5.01 Opinion of GableGotwals as to the legality of the Offered Shares. 10.01 Forward Sale Agreement, dated November 20, 2025, by and between the Company and Morgan Stanley & Co. LLC. 10.02 Forward Sale Agreement, dated November 20, 2025, between the Company and JPMorgan Chase Bank, National Association, New York Branch. 10.03 Additional Forward Sale Agreement, dated November 21, 2025, by and between the Company and Morgan Stanley & Co. LLC. 10.04 Additional Forward Sale Agreement, dated November 21, 2025, between the Company and JPMorgan Chase Bank, National Association, New York Branch. 23.01 Consent of GableGotwals (included in Exhibit 5.01). 99.01 Press Release, dated November 20, 2025. 99.02 Press Release, dated November 20, 2025. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. OGE ENERGY CORP. (Registrant) By: /s/ Sarah R. Stafford Sarah R. Stafford Controller and Chief Accounting Officer November 24, 2025

View Full Filing

View this 8-K filing on SEC EDGAR