MGE Energy Inc. Enters Material Definitive Agreement

TL;DR

MGE Energy just signed a big deal, expect financial moves.

AI Summary

On October 14, 2025, MGE Energy Inc. (MGE) and its subsidiary Madison Gas & Electric Co. entered into a material definitive agreement. This filing also indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant.

Why It Matters

This filing signals a significant new financial commitment or obligation for MGE Energy Inc., which could impact its future financial structure and operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and creating financial obligations can introduce new risks related to the terms of the agreement and the company's ability to meet its obligations.

Key Players & Entities

• MGE Energy Inc. (company) — Filer and party to the agreement
• Madison Gas & Electric Co. (company) — Subsidiary and party to the agreement
• 2025-10-14 (date) — Date of the agreement

FAQ

Key Financial Figures

• $1 — nge on which registered Common Stock, $1 Par Value Per Share MGEE The NASDAQ
• $25 million — therein, in which it committed to issue $25 million in principal amount of its 5.12% Senior

Filing Documents

• mgee-20251014.htm (8-K) — 73KB
• mgee-ex4_1.htm (EX-4.1) — 694KB
• 0001193125-25-240982.txt ( ) — 1004KB
• mgee-20251014.xsd (EX-101.SCH) — 51KB
• mgee-20251014_htm.xml (XML) — 7KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On October 14, 2025, Madison Gas and Electric Company (MGE), a wholly-owned subsidiary of MGE Energy, Inc., entered into a Note Purchase Agreement dated October 14, 2025 (the Note Purchase Agreement), with the note purchasers named therein, in which it committed to issue $25 million in principal amount of its 5.12% Senior Notes, Series A, due November 15, 2036 (the Series A Notes), and $25 million in principal amount of its 5.76% Senior Notes, Series B, due November 15, 2055 (the Series B Notes, and together with the Series A Notes, the "Notes"). Subject to customary closing conditions, the Notes are expected to be issued on November 13, 2025. See Item 2.03 below for more information regarding the Notes and the Note Purchase Agreement. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On October 14, 2025, MGE entered into the Note Purchase Agreement providing for the issuance of $25 million in principal amount of its 5.12% Senior Notes, Series A, due November 15, 2036, and $25 million in principal amount of its 5.76% Senior Notes, Series B, due November 15, 2055, at a closing scheduled for November 13, 2025. The Notes will be unsecured and will not be issued under, or governed by, MGE's Indenture dated as of September 1, 1998, which governs MGE's Medium-Term Notes. MGE expects to use the net proceeds from the sale of the Notes to cover capital expenditures and other corporate obligations. The Series A Notes will carry an interest rate of 5.12% per annum, and the Series B Notes will carry an interest rate of 5.76% per annum. Interest on the Notes will be payable semi-annually on May 15 and November 15 of each year, commencing on May 15, 2026. The Notes will be redeemable at any time at MGE's option at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued interest to the redemption dat

Forward-Looking Statements

Forward-Looking Statements Except for the historical information contained herein, certain of the matters discussed in this report, including the expected issuance date of the Notes and the expected use of proceeds from the sale of the Notes, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties. The factors that could cause actual results to differ materially from the forward-looking statements made by the Registrants include those factors discussed herein, as well as the items discussed in ITEM 1A. Risk Factors in the Registrants' Annual Report on Form 10-K for the year ended December 31, 2024, and other factors discussed in filings made by the Registrants with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this report. The Registrants do not undertake any obligation to publicly release any revision to their forward-looking statements to reflect events or circumstances after the date of this report.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Note Purchase Agreement dated October 14, 2025, among MGE and the purchasers named therein, including forms of 5.12% Senior Notes, Series A, due November 15, 2036, and 5.76% Senior Notes, Series B, due November 15, 2055. 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized. MGE Energy, Inc. Madison Gas and Electric Company (Registrants) Date: October 16, 2025 /s/ Jenny L. Lagerwall Jenny L. Lagerwall Assistant Vice President - Accounting and Controller (Chief Accounting Officer) 4

View Full Filing

View this 8-K filing on SEC EDGAR