MGE ENERGY INC

nancing Arrangements - MGE Energy.

a.

Common Stock.

MGE Energy sells shares of its common stock through its Direct Stock Purchase and Dividend Reinvestment Plan (the Stock Plan). Those shares may be newly issued shares or shares that are purchased in the open market by an independent agent for participants in the Stock Plan. Sales of newly issued shares under the Stock Plan are covered by a shelf registration statement that MGE Energy filed with the SEC. During thethree and nine months ended September 30, 2024, MGE Energy issued approximately 29,176 shares of common stock. The net proceeds from these issuances were approximately $2.6 million, which were used for general corporate purposes.

b.

Dilutive Shares Calculation.

As of September 30, 2024,26,302 shares were included in the calculation of diluted earnings per share related to nonvested equity awards. See Footnote 7 for additional information on share-based compensation awards.

c.

Long-Term Debt Issuance - MGE Energy and MGE.

On October 31, 2024, MGE entered into a private placement Note Purchase Agreement in which it committed to issue $25 million of 5.30% senior unsecured notes due 2039 and $25 million of 5.59% senior unsecured notes due 2054. Funding is expected to occur on December 4, 2024. The proceeds of the senior notes will be used to assist with capital expenditures and other corporate obligations. The covenants of these senior notes are substantially consistent with MGE's existing senior unsecured notes.

Share-Based C