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OGE ENERGY CORP.

For the period ended Sep 30, 2025. Filed Oct 29, 2025.

View on SEC.gov

About this filing

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.

Sep 30, 2025 · Filed Oct 29, 2025

OGE$50.64-0.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-07-30.

0000950170-25-099780

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-10-29.

0001193125-25-253956

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The 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 135 previous paragraphs and 136 current paragraphs.

83 unchanged; 42 reworded; 10 added; 9 removed; 1 previous and 1 current paragraphs rearranged.

Tables are not compared: 8 previous and 9 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 (10)

Current report

Nine Months Ended September 30, 2025 as compared to the Nine Months Ended September 30, 2024

Current report

Other operation and maintenance expense increased $12.1 million, or 9.2 percent, and decreased $2.4 million, or 0.6 percent, during the three and nine months ended September 30, 2025, respectively. The increase during the three months ended September 30, 2025 was primarily due to an increase in vegetation management activities resulting from approvals in OG&E's most recent

Current report

Fuel Inventories decreased $25.1 million, or 16.9 percent, primarily due to net withdrawals of coal and natural gas.

Current report

Customer Deposits increased $11.7 million, or 10.5 percent, primarily due to an increase in large commercial customers.

Current report

Accrued Interest increased $18.7 million, or 29.3 percent, primarily due to the issuance of OG&E's $350.0 million senior notes issuance in April 2025, as well as the timing of interest payments and accruals.

Current report

Transmission includes the Fort Smith to Muskogee transmission project discussed in Note 13 within "Item 1. Financial Statements," with projected capital expenditures of approximately $90 million in 2026, $70 million in 2027, $60 million in 2028, and $30 million in 2029.

Current report

In 2015, the EPA updated the ambient air standards for ozone. Although Oklahoma meets these standards, the Clean Air Act requires states to submit plans to the EPA to ensure their emissions do not affect other states. Oklahoma submitted its plan in 2018. However, in January 2023, the EPA disapproved the plans of 19 states, including Oklahoma. In response, the Oklahoma Attorney General, the ODEQ and OG&E filed petitions for review in March 2023. A stay on the EPA's disapproval was granted in July 2023. The timing of further action is currently unknown.

Current report

In a related matter, in April 2022, the EPA published a proposed FIP related to the "Good Neighbor" requirements intended to reduce interstate NOX emissions. OG&E commented on this proposed FIP in June 2022. By June 2023, the EPA finalized this plan for 23 states, including Oklahoma. This final Good Neighbor FIP would revise Oklahoma's NOX emissions budget for electric generating units, including OG&E's, starting in 2023. The emissions budget would decrease over time based on achievable reductions. OG&E estimated a 34.5 percent reduction by 2026 from 2023 levels and a 50 percent reduction by 2027 from 2021 levels. In October 2023, several petitioners sought a stay of the final FIP from the U.S. Supreme Court, pending review of the challenges in the U.S. Court of Appeals for the District of Columbia. The U.S. Supreme Court granted the stay in June 2024. The EPA requested a delay in the case in February 2025, which was denied. In March 2025, the EPA sought to reconsider the rule without vacating it. The D.C. Circuit Court agreed to hold the case in abeyance in April 2025, requiring status reports every 90 days. The timing of further action is unknown.

Current report

OG&E is monitoring changes in legal standards for greenhouse gas emissions. Federal rules from 2024 may impose new requirements on fossil fuel assets. If these rules are implemented, or if new regulations are passed, OG&E could face significant compliance costs that may impact its financial position, results of operations, and cash flows if not recovered through regulated rates.
Removed paragraphs (9)

Previous report

Six Months Ended June 30, 2025 as compared to the Six Months Ended June 30, 2024

Previous report

Short-Term Debt increased $65.2 million, or 13.9 percent, primarily due to increased borrowings for general operating needs, partially offset by OG&E's $350.0 million senior notes issuance in April 2025, which was used to pay down short-term debt. The Registrants borrow on a short-term basis, as necessary, through the issuance of commercial paper under their revolving credit agreements.

Previous report

Accrued Compensation decreased $15.7 million, or 29.6 percent, primarily due to 2024 incentive compensation payouts that occurred in the first quarter of 2025.

Previous report

The EPA revised the NAAQS for ozone in 2015. Although Oklahoma complies with the revised standard, the Federal Clean Air Act of 1970, as amended, requires states to submit to the EPA for approval a SIP to prohibit in-state sources from contributing significantly to nonattainment of the NAAQS in another state. On October 28, 2018, Oklahoma submitted its SIP to the EPA related to these "Good Neighbor" requirements. On January 31, 2023, the EPA disapproved the SIPs of 19 states, including Oklahoma. On March 2, 2023, the Oklahoma Attorney General and the ODEQ jointly filed a Petition for Review of the SIP disapproval in the Tenth Circuit. On March 16, 2023, OG&E filed a Petition for Review of the SIP disapproval in the Tenth Circuit. On June 6, 2023, OG&E, together with the Oklahoma Attorney General and other parties, jointly filed a motion with the Tenth Circuit requesting a stay of the EPA’s disapproval of the Oklahoma SIP; the stay was granted on July 27, 2023. On February 27, 2024, the Tenth Circuit issued a decision to transfer venue to the U.S. Court of Appeals for the District of Columbia and vacated oral argument originally scheduled for March 21, 2024 but did not vacate the stay it granted. On March 28, 2024, the Oklahoma Attorney General, on behalf of the parties noted above, petitioned the U.S. Supreme Court to review the Tenth Circuit’s decision to transfer the SIP disapproval cases to the D.C. Circuit, and on April 24, 2024, the D.C. Circuit ordered that the cases be held in abeyance pending action by the U.S. Supreme Court. On June 18, 2025, the U.S. Supreme Court ruled that the proper venue for the SIP disapproval challenge is the Tenth Circuit Court of Appeals. The timing of further action at the Tenth Circuit is unknown.

Previous report

In a separate but related matter, on April 6, 2022, the EPA also published a proposed FIP related to the "Good Neighbor" requirements intended to reduce interstate NOX emissions contributions. OG&E filed comments to the proposed FIP with the EPA on June 21, 2022. On June 5, 2023, the EPA published a final FIP for 23 states, including Oklahoma. The issuance of the FIP resulted from the EPA's aforementioned SIP disapprovals. Among other changes, the EPA finalized a revision of the current Oklahoma NOX emissions budget for electric generating units, including OG&E's units, which began in 2023. Under the terms of the FIP, the emissions budget will decline over time based on the level of reductions that the EPA has determined is achievable through particular emissions controls. OG&E’s analysis indicates that Oklahoma’s state budget for 2026 will be reduced by 34.5 percent from 2023 levels and that for 2027 it will be reduced by 50 percent from 2021 levels. In October 2023, several state and industry petitioners filed emergency applications for a stay of the EPA’s Good Neighbor FIP in the U.S. Supreme Court. On June 27, 2024, the U.S. Supreme Court granted the emergency applications and stayed the EPA's final FIP, pending review of petitioners' challenges in the D.C. Circuit Court. On February 6, 2025, the EPA requested that the D.C. Circuit Court not issue an opinion and place the case in abeyance for 60 days in order for the new EPA leadership to determine how they want to proceed in the litigation. The D.C. Circuit Court denied the EPA’s request on February 21, 2025. On March 10, 2025, the EPA filed a motion in the D.C. Circuit Court to voluntarily remand the Good Neighbor FIP without vacating it so the EPA can reconsider the rule; on April 14, 2025, the D.C. Circuit Court issued an order holding challenges to the EPA’s Good Neighbor FIP in abeyance and deferring oral argument pending the EPA’s review of the FIP. The D.C. Circuit Court directed parties to file status reports every 90 days, beginning July 14, 2025, and a motion to govern further proceedings within 30 days after the EPA completes its review. The timing of further action at the D.C. Circuit is unknown.

Previous report

OG&E monitors possible changes in legal standards for emissions of greenhouse gases, including CO 2, sulfur hexafluoride and methane. As discussed below, federal rules promulgated in 2024 under the Biden Administration will potentially impose requirements on fossil fuel assets, but the Trump Administration is evaluating energy-related regulations impacting reliability and affordability. If these recently promulgated rules are implemented and enforced as currently written or if legislation or regulations are passed at the federal or state levels in the future requiring mandatory reductions of CO 2 and other greenhouse gases at OG&E's facilities, this could result in significant additional compliance costs that would affect OG&E's future financial position, results of operations and cash flows if such costs are not recovered through regulated rates.

Previous report

On May 9, 2024, the EPA published its final rule addressing emission guidelines under Section 111(d) for existing fossil fuel fired steam units, including both coal-fired and oil/gas-fired steam units, and revising performance standards under Section 111(b) for new gas turbines. Unlike the proposed rules, the final rules do not address existing simple and combined-cycle combustion turbine units; additional EPA rulemaking to address such units has not commenced.

Previous report

The EPA also addressed existing natural gas-fired boilers under Section 111(d) with emissions rates based on a unit’s annual capacity factor. OG&E’s existing gas boilers currently meet the new requirements and therefore no additional compliance steps beyond reporting are expected.

Previous report

As a member of the SPP Integrated Marketplace, OG&E customers have access to clean energy resources while maintaining reliability and affordability. With respect to its calendar year 2024 direct emissions, compared to 2005 levels, OG&E has reduced CO 2 emissions by approximately 60 percent, emissions of ozone-forming NOx have been reduced by approximately 80 percent, and emissions of SO 2 have been reduced by approximately 95 percent. Direct emission reductions are due to factors such as OG&E’s conversion of certain coal units to natural gas units, its participation in the SPP integrated market, and its active engagement with customers in OG&E’s SmartHours and Load Reduction Programs which helps reduce the amount of generation required to serve peak demand. OG&E is also planning to deploy more renewable energy sources that do not emit greenhouse gases. OG&E has leveraged its geographic position to develop and access renewable energy resources and completed transmission investments to deliver the renewable energy.
Reworded paragraphs (42)

Previous wording

In May 2025, SB 998 was passed into law and will become effective August 29, 2025. This legislation allows rate-regulated retail electric service providers, such as OG&E, to receive CWIP recovery of new natural gas generation capacity, if those proposed generation sources are approved by the OCC under existing statutory review procedures, and sets specific timelines for the OCC to review proposed projects. SB 998 also allows utilities to establish a regulatory asset to defer 90 percent of depreciation expense and return associated with qualified plant investments, that are not classified as transmission or new generation, for recovery over an allowed 20 year period in a future rate review filing.

Current wording

In May 2025, SB 998 was passed into law and became effective August 29, 2025. This legislation allows rate-regulated retail electric service providers, such as OG&E, to receive CWIP recovery of new natural gas generation capacity, if those proposed generation sources are approved by the OCC under existing statutory review procedures, and sets specific timelines for the OCC to review proposed projects. SB 998 also allows utilities to establish a regulatory asset to defer 90 percent of depreciation expense and return associated with qualified plant investments, that are not classified as transmission or new generation, for recovery over an allowed 20 year period in a future rate review filing. OG&E began deferring such costs to a regulatory asset in September 2025, as further discussed in Note 1 within "Item 1. Financial Statements."

Previous wording

OGE Energy's net income was $107.5 million, or $0.53 per diluted share, during the three months ended June 30, 2025 as compared to $102.3 million, or $0.51 per diluted share, during the same period in 2024. The increase in net income of $5.2 million, or $0.02 per diluted share, is further discussed below.

Current wording

OGE Energy's net income was $231.3 million, or $1.14 per diluted share, during the three months ended September 30, 2025 as compared to $218.7 million, or $1.09 per diluted share, during the same period in 2024. The increase in net income of $12.6 million, or $0.05 per diluted share, is further discussed below.

Previous wording

A decrease in net income at OG&E of $1.6 million, or $0.01 per diluted share of OGE Energy's common stock, was primarily due to higher interest expense driven by OG&E's senior notes issuances in August 2024 and April 2025, higher depreciation expense driven by additional assets being placed into service and lower other income, partially offset by higher operating revenues (excluding the impact of recoverable fuel, purchased power and direct transmission expense not impacting earnings) driven by the recovery of capital investments, which offset the impact of milder weather, and lower other operation and maintenance expense.

Current wording

An increase in net income at OG&E of $17.9 million, or $0.08 per diluted share of OGE Energy's common stock, was primarily due to higher operating revenues (excluding the impact of recoverable fuel, purchased power and direct transmission expense not impacting earnings) driven by the recovery of capital investments, which offset the impact of milder weather, partially offset by higher operation and maintenance expense, income tax expense, and lower net other income.

Previous wording

A decrease in net loss of other operations of $6.8 million, or $0.03 per diluted share of OGE Energy's common stock, was primarily due to higher net other income driven by a one-time benefit related to activity at OGE Energy's legacy midstream operations and lower interest expense, partially offset by higher income tax expense.

Current wording

An increase in net loss of other operations of $5.3 million, or $0.03 per diluted share of OGE Energy's common stock, was primarily due to higher interest expense, partially offset by a higher income tax benefit.

Previous wording

OGE Energy's net income was $170.2 million, or $0.84 per diluted share, during the six months ended June 30, 2025 as compared to $120.9 million, or $0.60 per diluted share, during the same period in 2024. The increase in net income of $49.3 million, or $0.24 per diluted share, is further discussed below.

Current wording

OGE Energy's net income was $401.5 million, or $1.99 per diluted share, during the nine months ended September 30, 2025 as compared to $339.6 million, or $1.69 per diluted share, during the same period in 2024. The increase in net income of $61.9 million, or $0.30 per diluted share, is further discussed below.

Previous wording

An increase in net income at OG&E of $44.2 million, or $0.21 per diluted share of OGE Energy's common stock, was primarily due to higher operating revenues (excluding the impact of recoverable fuel, purchased power and direct transmission expense not impacting earnings) driven by the recovery of capital investments, which offset the impact of milder weather, and lower other operation and maintenance expense, partially offset by higher interest expense driven by OG&E's senior notes issuances in August 2024 and April 2025, higher depreciation expense driven by additional assets being placed into service and higher income tax expense.

Current wording

An increase in net income at OG&E of $62.1 million, or $0.30 per diluted share of OGE Energy's common stock, was primarily due to higher operating revenues (excluding the impact of recoverable fuel, purchased power and direct transmission expense not impacting earnings) driven by the recovery of capital investments, which offset the impact of milder weather, partially offset by higher income tax expense, higher depreciation expense driven by additional assets being placed into service, higher interest expense driven by OG&E's senior notes issuances in August 2024 and April 2025, and lower net other income.

Previous wording

A decrease in net loss of other operations of $5.1 million, or $0.03 per diluted share of OGE Energy's common stock, was primarily due to higher net other income driven by a one-time benefit related to activity at OGE Energy's legacy midstream operations, partially offset by higher interest expense.

Current wording

An increase in net loss of other operations of $0.2 million was primarily due to higher interest expense, partially offset by higher net other income driven by a one-time benefit related to activity at OGE Energy's legacy midstream operations.

Previous wording

OGE Energy’s 2025 consolidated earnings guidance remains projected to be within a range of $2.21 to $2.33 per average diluted share. Due to year-to-date performance, continued strong economic growth in Oklahoma and Arkansas, and the benefits of new legislation, OGE Energy's consolidated earnings are expected to be in the top half of its 2025 earnings guidance range. This guidance assumes, among other things, approximately 202.1 million average diluted shares outstanding and normal weather for the remainder of the year. OG&E has significant seasonality in its earnings due to weather on a year-over-year basis. See OGE Energy's 2024 Form 10-K for other key factors and assumptions underlying its 2025 guidance.

Current wording

OGE Energy’s 2025 consolidated earnings guidance remains projected to be in the top half of its original 2025 earnings guidance range of $2.21 to $2.33 per average diluted share. This guidance assumes, among other things, approximately 202.1 million average diluted shares outstanding and normal weather for the remainder of the year. OG&E has significant seasonality in its earnings due to weather on a year-over-year basis. See OGE Energy's 2024 Form 10-K for other key factors and assumptions underlying its 2025 guidance.

Previous wording

The following discussion and analysis presents factors that affected the Registrants' results of operations for the three and six months ended June 30, 2025 as compared to the same period in 2024 and the Registrants' financial position at June 30, 2025. Due to seasonal fluctuations and other factors, the Registrants' operating results for the three and six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025 or for any future period. The following information should be read in conjunction with the condensed financial statements and notes thereto. Known trends and contingencies of a material nature are discussed to the extent considered relevant.

Current wording

The following discussion and analysis presents factors that affected the Registrants' results of operations for the three and nine months ended September 30, 2025 as compared to the same period in 2024 and the Registrants' financial position at September 30, 2025. Due to seasonal fluctuations and other factors, the Registrants' operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025 or for any future period. The following information should be read in conjunction with the condensed financial statements and notes thereto. Known trends and contingencies of a material nature are discussed to the extent considered relevant.

Previous wording

Degree days are calculated as follows: The high and low degrees of a particular day are added together and then averaged. If the calculated average is above 65 degrees, then the difference between the calculated average and 65 is expressed as cooling degree days, with each degree of difference equaling one cooling degree day. If the calculated average is below 65 degrees, then the difference between the calculated average and 65 is expressed as heating degree days, with each degree of difference equaling one heating degree day. The daily calculations are then totaled for the particular reporting period. The calculation of heating and cooling degree normal days is based on a 30-year average.

Current wording

Degree days are calculated as follows: The high and low degrees of a particular day are added together and then averaged. If the calculated average is above 65 degrees, then the difference between the calculated average and 65 is expressed as cooling degree days, with each degree of difference equaling one cooling degree day. If the calculated average is below 65 degrees, then the difference between the calculated average and 65 is expressed as heating degree days, with each degree of difference equaling one heating degree day. The daily calculations are then totaled for the particular reporting period. The calculation of heating and cooling degree normal days is based on a 30-year average and weighted on a jurisdictional split.

Previous wording

OG&E's net income decreased $1.6 million, or 1.5 percent, and increased $44.2 million, or 32.9 percent, during the three and six months ended June 30, 2025, respectively, as compared to the same periods in 2024. The following section discusses the primary drivers for the changes in net income during the three and six months ended June 30, 2025 as compared to the same periods in 2024.

Current wording

OG&E's net income increased $17.9 million, or 8.0 percent, and $62.1 million, or 17.3 percent, during the three and nine months ended September 30, 2025, respectively, as compared to the same periods in 2024. The following section discusses the primary drivers for the increase in net income during the three and nine months ended September 30, 2025 as compared to the same periods in 2024.

Previous wording

Operating revenues increased $79.0 million, or 11.9 percent, and $229.9 million, or 18.3 percent, during the three and six months ended June 30, 2025, respectively, primarily driven by the below factors.

Current wording

Operating revenues increased $79.6 million, or 8.2 percent, and $309.5 million, or 13.9 percent, during the three and nine months ended September 30, 2025, respectively, primarily driven by the below factors.

Previous wording

Increased primarily due to new rates effective July 1, 2024 resulting from the Oklahoma general rate review interim order received in November 2024 and finalized in March 2025.

Current wording

Increased primarily due to new rates effective July 1, 2024, that were reserved for potential refund until receipt of the Oklahoma general rate review interim order received in November 2024 and finalized in March 2025.

Previous wording

Decreased primarily due to a 22 percent and 21 percent decrease in cooling degree days during the three and six months ended June 30, 2025, respectively.

Current wording

Decreased primarily due to a seven percent and 12 percent decrease in cooling degree days during the three and nine months ended September 30, 2025, respectively.

Previous wording

Fuel, purchased power and direct transmission expense for OG&E consists of fuel used in electric generation, purchased power and transmission related charges. As described above, the actual cost of fuel used in electric generation and certain purchased power costs are generally recoverable from OG&E's customers through fuel adjustment clauses. The fuel adjustment clauses are subject to periodic review by the OCC and the APSC. OG&E's fuel, purchased power and direct transmission expense increased $67.2 million, or 34.7 percent, and $159.0 million, or 37.3 percent, during the three and six months ended June 30, 2025, respectively, primarily driven by the below factors.

Current wording

Fuel, purchased power and direct transmission expense for OG&E consists of fuel used in electric generation, purchased power and transmission related charges. As described above, the actual cost of fuel used in electric generation and certain purchased power costs are generally recoverable from OG&E's customers through fuel adjustment clauses. The fuel adjustment clauses are subject to periodic review by the OCC and the APSC. OG&E's fuel, purchased power and direct transmission expense increased $38.4 million, or 11.0 percent, and $197.4 million, or 25.4 percent, during the three and nine months ended September 30, 2025, respectively, primarily driven by the below factors.

Previous wording

Increased primarily due to higher fuel costs related to the generating assets utilized during the six months ended June 30, 2025.

Current wording

Increased primarily due to higher fuel costs related to the generating assets utilized during the three and nine months ended September 30, 2025.

Previous wording

Increased primarily due to higher market prices and increased MWhs purchased during the three and six months ended June 30, 2025.

Current wording

Increased during the nine months ended September 30, 2025 primarily due to higher market prices and increased MWHs purchased.

Previous wording

Other operation and maintenance expense decreased $3.9 million, or 3.0 percent, and $14.5 million, or 5.5 percent, during the three and six months ended June 30, 2025, respectively, primarily due to a decrease in contract technical and construction services driven by the timing of certain projects. The decrease during the six months ended June 30, 2025 was also due to lower payroll and benefits, net of capitalized labor, and the timing of energy efficiency program activities, partially offset by an increase in vegetation management activities as a result of the most recent Oklahoma rate review.

Current wording

Oklahoma rate review and higher payroll and benefits, net of capitalized labor, driven by lower capitalized labor due to work on certain technology projects being completed by mid-year. The decrease during the nine months ended September 30, 2025 was primarily due to a decrease in contract technical and construction services driven by the timing of certain projects, lower payroll and benefits, net of capitalized labor, and the timing of energy efficiency program activities, partially offset by an increase in vegetation management activities resulting from approvals in OG&E's most recent Oklahoma rate review.

Previous wording

Depreciation and amortization expense increased $5.1 million, or 3.8 percent, and $13.3 million, or 5.0 percent, during the three and six months ended June 30, 2025, respectively, primarily due to additional assets being placed into service and increased amortization of certain regulatory assets.

Current wording

Depreciation and amortization expense increased $2.7 million, or 1.9 percent, and $16.0 million, or 3.9 percent, during the three and nine months ended September 30, 2025, respectively, primarily due to additional assets being placed into service and increased amortization of certain regulatory assets, partially offset by deferrals of allowable depreciation and amortization expense of $2.8 million to a regulatory asset in accordance with SB 998, as further discussed in Note 1 within "Item 1. Financial Statements."

Previous wording

Net other income decreased $3.2 million, or 31.4 percent, and $0.9 million, or 5.4 percent, during the three and six months ended June 30, 2025, respectively, primarily due to higher other net periodic benefit expense driven by changes to the level of pension expense included in base rates as a result of the most recent Oklahoma rate review. For the decrease during the six months ended June 30, 2025, the higher other net periodic benefit cost was partially offset by increased interest income related to the carrying charge for the higher fuel under recovery balance.

Current wording

Net other income decreased $4.3 million, or 37.1 percent, and $5.2 million, or 18.3 percent, during the three and nine months ended September 30, 2025, respectively, primarily due to higher other net periodic benefit expense driven by changes to the level of pension expense included in base rates as a result of the most recent Oklahoma rate review. For the decrease during the nine months ended September 30, 2025, the higher other net periodic benefit cost was partially offset by increased interest income related to the carrying charge for the higher fuel under recovery balance.

Previous wording

Interest expense increased $8.5 million, or 15.5 percent, and $13.9 million, or 13.1 percent, during the three and six months ended June 30, 2025, respectively, primarily due to the $350.0 million senior notes issuance in August 2024 and the $350.0 million senior notes issuance in April 2025.

Current wording

Interest expense increased $0.1 million, or 0.2 percent, and $14.0 million, or 8.7 percent, during the three and nine months ended September 30, 2025, respectively, primarily due to the $350.0 million senior notes issuance in April 2025, and with respect to the nine months ended September 30, 2025 also due to the $350 million senior notes issuance in August 2024, partially offset by a decrease in other interest expense related to borrowings under OG&E's revolving credit agreement during the second and third quarters of 2024, as well as the deferral of certain interest expense to a regulatory asset in accordance with SB 998, as further discussed in Note 1 within "Item 1. Financial Statements."

Previous wording

Income tax expense increased $1.2 million, or 5.4 percent, during the three months ended June 30, 2025 primarily due to decreased recognition of unfunded deferred taxes and increased $11.6 million, or 44.4 percent, during the six months ended June 30, 2025 primarily due to higher pretax income, partially offset by an increase in the recognition of unfunded deferred taxes.

Current wording

Income tax expense increased $5.6 million, or 12.3 percent, during the three months ended September 30, 2025 primarily due to higher pretax income and increased $17.2 million, or 24.0 percent, during the nine months ended September 30, 2025 primarily due to higher pretax income, partially offset by an increase in the recognition of unfunded deferred taxes.

Previous wording

Changed primarily due to the payment of long-term revolver borrowings in 2024 and the repayment of the Muskogee industrial authority bonds that matured in January 2025, partially offset by an increase in commercial paper borrowings.

Current wording

Changed primarily due to a decrease of senior notes issuances in 2025 compared to 2024 and the repayment of the Muskogee industrial authority bonds that matured in January 2025, partially offset by an increase in commercial paper borrowings.

Previous wording

Accounts Receivable and Accrued Unbilled Revenues increased $116.9 million, or 37.1 percent, primarily due to an increase in billings to OG&E's retail customers reflecting higher seasonal usage in mid-2025 as compared to late 2024.

Current wording

Accounts Receivable and Accrued Unbilled Revenues increased $217.3 million, or 68.9 percent, primarily due to an increase in billings to OG&E's retail customers reflecting higher seasonal usage in September 2025 as compared to December 2024.

Previous wording

Fuel Clause Under Recoveries decreased $14.8 million, or 13.1 percent, primarily due to higher recoveries from OG&E retail customers as compared to the actual cost of fuel and purchased power.

Current wording

Fuel Clause Under Recoveries decreased $74.2 million, or 65.8 percent, primarily due to higher recoveries from OG&E retail customers as compared to the actual cost of fuel and purchased power.

Previous wording

Other Current Assets decreased $23.9 million, or 26.9 percent, primarily due to SPP security deposit refunds received during the second quarter of 2025.

Current wording

Other Current Assets decreased $14.9 million, or 16.7 percent, primarily due to SPP security deposit refunds received during the second quarter of 2025, as well as a decrease in the SPP transmission formula rate true-up.

Previous wording

Accrued taxes increased $11.1 million, or 18.9 percent, primarily resulting from the timing of payments for federal tax liabilities.

Current wording

Accrued taxes increased $38.9 million, or 66.1 percent, primarily resulting from the timing of payments for federal tax liabilities.

Previous wording

OGE Energy's estimates of capital expenditures for the years 2025 through 2029 are discussed in detail within "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Registrants'2024 Form 10-K, and OGE Energy's estimates have not changed significantly at this time. The capital investments are customer-focused and targeted to maintain and improve the safety, resiliency and reliability of OG&E's distribution and transmission grid and generation fleet, enhance the ability of OG&E's system to perform during extreme weather events and to serve OG&E's growing customer base. Additional capital expenditures beyond those identified in the Registrants'2024 Form 10-K, including additional incremental growth opportunities, will be evaluated based upon the requirements of OG&E's power supply, transmission and distribution operational teams and the expected resultant customer benefits. In May 2024, OG&E issued requests for proposals for resources to meet the capacity needs identified in its 2024 IRP. OG&E has selected projects to meet its capacity needs, and has filed for approval of these projects with the OCC and the APSC, as discussed in Note 13 within "Item 1. Financial Statements." OG&E would expect to update its capital plan based on final orders received by state regulators. The annual level of investments in the transmission and distribution system could vary depending on the amount and timing of incremental generation capacity investments.

Current wording

OGE Energy's estimates of capital expenditures, which represent base maintenance capital expenditures plus capital expenditures for known and committed projects, for the years 2025 through 2029 are presented in the following table. The capital investments are customer-focused and targeted to maintain and improve the safety, resiliency and reliability of OG&E's distribution and transmission grid and generation fleet, enhance the ability of OG&E's system to perform during extreme weather events and to serve OG&E's growing customer base.

Previous wording

Management expects that cash generated from operations, proceeds from the issuance of long- and short-term debt, proceeds from the sales of common stock to the public through OGE Energy's Automatic Dividend Reinvestment and Stock Purchase Plan, or other offerings will be adequate over the short-term and the long-term to meet anticipated cash needs and to fund future growth opportunities. OGE Energy utilizes short-term borrowings (through a combination of bank borrowings and commercial paper) to satisfy temporary working capital needs and as an interim source of financing capital expenditures until permanent financing is arranged.

Current wording

Management expects that cash generated from operations, proceeds from the issuance of long- and short-term debt, proceeds from the sales of common stock to the public, including through OGE Energy's Automatic Dividend Reinvestment and Stock Purchase Plan, or other offerings will be adequate over the short-term and the long-term to meet anticipated cash needs and to fund future growth opportunities. OGE Energy utilizes short-term borrowings (through a combination of bank borrowings and commercial paper) to satisfy temporary working capital needs and as an interim source of financing capital expenditures until permanent financing is arranged.

Previous wording

The following table presents information about OGE Energy's total short-term debt activity for the three and six months ended June 30, 2025.

Current wording

The following table presents information about OGE Energy's total short-term debt activity for the three and nine months ended September 30, 2025.

Previous wording

The activities of OG&E are subject to numerous stringent and complex federal, state and local laws and regulations governing environmental protection. These laws and regulations can change, restrict or otherwise impact the Registrants' business activities in many ways, including the handling or disposal of waste material, planning for future construction activities to avoid or mitigate harm to threatened or endangered species and requiring the installation and operation of emissions or pollution control equipment. Failure to comply with these laws and regulations could result in the assessment of administrative, civil and criminal penalties, the imposition of remedial requirements and the issuance of orders enjoining future operations. Management believes that all of OG&E's operations are in substantial compliance with current federal, state and local environmental standards.

Current wording

The activities of OG&E are subject to numerous stringent and complex federal, state and local laws and regulations governing environmental protection. These laws and regulations can change, restrict or otherwise impact the Registrants' business activities in many ways, including the handling or disposal of waste material, planning for future construction activities to avoid or mitigate harm to threatened or endangered species and requiring the installation and operation of emissions or pollution control equipment. Failure to comply with these laws and regulations could result in the assessment of administrative, civil and criminal penalties, the imposition of remedial requirements and the issuance of orders enjoining future operations. Management believes that OG&E's operations are in substantial compliance with current federal, state and local environmental standards.

Previous wording

Changes in presidential administrations can result in uncertainty regarding policy or initiatives relating to activities that may affect the environment. On March 12, 2025, the EPA announced that it would begin reconsideration of numerous regulations, including several that apply to OG&E. The EPA has begun this process for certain regulations as described further below and must adhere to the legal requirements for enacting, revising, repealing, or replacing agency regulations. The Registrants cannot assure that future events, such as changes in existing laws, the promulgation of new laws or regulations, or the development or discovery of new facts or conditions will not cause them to incur significant costs.

Current wording

Changes in presidential administrations can result in uncertainty regarding policy or initiatives relating to activities that may affect the environment. On March 12, 2025, the EPA announced that it would begin reconsideration of numerous regulations, including several that apply to OG&E. The EPA has begun this process for certain regulations as described below and must adhere to the legal requirements for enacting, revising, repealing, or replacing agency regulations. Future developments, such as changes in existing laws, introduction of new laws or regulations, or the emergence of new facts or conditions, may result in significant costs for the Registrants.

Previous wording

OG&E's operations are subject to the Federal Clean Air Act of 1970, as amended, and comparable state laws and regulations. These laws and regulations regulate emissions of air pollutants from various industrial sources, including electric generating units and also impose various monitoring and reporting requirements. Such laws and regulations may require that OG&E obtain pre-approval for the construction or modification of certain projects or facilities expected to produce air emissions or result in the increase of existing air emissions, obtain and strictly comply with air permits containing various emissions and operational limitations or install emission control equipment. OG&E likely will be required to incur certain capital expenditures in the future for air pollution control equipment and technology in connection with obtaining and maintaining operating permits and approvals for air emissions.

Current wording

OG&E's operations are subject to the Federal Clean Air Act of 1970, as amended, and comparable state laws and regulations. These laws regulate air pollutant emissions from industrial sources, including electric generating units, and require monitoring and reporting. These laws and regulations may require OG&E to secure pre-approval for constructing or modifying projects or facilities that are anticipated to generate air emissions or increase current emission levels. Additionally, OG&E may need to obtain and comply with air permits outlining specific emission and operational requirements or implement emission control equipment. OG&E likely will be required to incur certain capital expenditures in the future for air pollution control equipment and technology in connection with obtaining and maintaining operating permits and approvals for air emissions.

Previous wording

In light of the issuance of the FIP, OG&E has been evaluating various control strategies to reduce emissions at its generating units, which can range from some combination of purchase of emission allowances, installation of selective catalytic reduction controls, conversion of coal-fired units to gas-fired units or retirement and replacement of capacity. OG&E submitted its final 2024 IRP to the OCC and APSC on March 29, 2024. The IRP evaluates various potential compliance options related to the EPA's Good Neighbor FIP. Due to the uncertainty relating to the disapproval of the SIP and implementation of the FIP, OG&E cannot determine the cost to comply with certainty, as such costs are dependent upon the timing and outcome of the litigation discussed above, the particular control strategies ultimately selected for each unit, the terms and timing of regulatory approvals required from the OCC and APSC and the time period necessary to complete the projects. However, OG&E preliminarily estimated in mid-2023 that the cost of compliance with the FIP as issued could be approximately $2.4 billion to $2.8 billion in total, including $100 million to $300 million over the 12- to 18-month period following effectiveness of the FIP. OG&E expects that it would seek recovery of any necessary environmental expenditures to address state and federally mandated environmental upgrades, but there is no guarantee that all of such expenditures will be approved for recovery or will be approved for recovery on a timely basis.

Current wording

Following the FIP issuance, OG&E has been considering options to cut emissions at its generating units, including buying emission allowances, installing selective catalytic reduction systems, switching coal units to gas, or retiring and replacing capacity. OG&E submitted its final 2024 IRP to the OCC and APSC on March 29, 2024, which evaluates various compliance options related to the EPA's Good Neighbor FIP. Due to the uncertainty surrounding the SIP disapproval and FIP implementation, OG&E cannot determine the exact cost of compliance. The costs depend on the litigation outcome, chosen control strategies, regulatory approvals, and project timelines. However, OG&E estimated in mid-2023 that compliance costs could range from $2.4 billion to $2.8 billion, including $100 million to $300 million over the first 12 to 18 months following the FIP's effectiveness. OG&E plans to seek recovery of necessary environmental expenditures but cannot guarantee approval or timely recovery of all such expenditures.

Previous wording

In July 2020, the ODEQ notified OG&E that the Horseshoe Lake generating units would be included in Oklahoma's second Regional Haze implementation period evaluation of visibility impairment impacts to the Wichita Mountains. OG&E submitted an analysis of all potential control measures for NOx on these units to the ODEQ. The ODEQ submitted a revised SIP to the EPA on August 12, 2022. On June 28, 2024, the EPA entered into a consent decree which requires the EPA to propose action on the Oklahoma SIP no later than December 31, 2025 and take final action no later than December 31, 2026. It is unknown at this time what the outcome, or any potential material impacts, if any, will be from the evaluations by OG&E, the ODEQ and the EPA.

Current wording

In July 2020, the ODEQ notified OG&E that the Horseshoe Lake generating units would be included in Oklahoma's second Regional Haze implementation period evaluation of visibility impairment impacts to the Wichita Mountains. OG&E submitted an analysis of all potential control measures for NOx on these units to the ODEQ. The ODEQ submitted a revised SIP to the EPA on August 12, 2022. On June 28, 2024, the EPA entered a consent decree that requires the EPA to propose action on the Oklahoma SIP no later than December 31, 2025, and take final action no later than December 31, 2026. It is unknown at this time what the outcome, or any potential material impacts, if any, will be from the evaluations by OG&E, the ODEQ and the EPA.

Previous wording

On April 25, 2024, the EPA released the final revised Mercury and Air Toxics Standards regulation with a compliance date in July 2027. On May 8, 2024, a coalition of states, including Oklahoma, filed a challenge to the final rule in the D.C. Circuit Court and on June 7, 2024 filed a motion to stay the final rule which was ultimately denied. Subsequently, this coalition of states filed an emergency stay application with the U.S. Supreme Court on August 16, 2024. The U.S. Supreme Court denied the applications on October 4, 2024. On April 14, 2025, the EPA notified OG&E that the July 2027 compliance deadline would be extended to July 8, 2029. On June 17, 2025, the EPA published in the Federal Register a proposal to repeal the revised Mercury and Air Toxics Standards regulation finalized in 2024, which would remove the revised emission limit and monitoring requirements. It is unknown what potential material impacts, if any, will be from further action by the EPA or final action by the D.C. Circuit Court.

Current wording

On April 25, 2024, the EPA released the final revised Mercury and Air Toxics Standards regulation with a compliance date in July 2027. A coalition of states, including Oklahoma, challenged this rule in the D.C. Circuit Court and sought a stay, which was denied. This coalition of states then filed an emergency stay application with the U.S. Supreme Court, which was also denied. On April 14, 2025, the EPA extended the compliance deadline to July 8, 2029. On June 17, 2025, the EPA proposed to repeal the revised Mercury and Air Toxics Standards, which would remove the revised emission limit and monitoring requirements. The potential material impacts, if any, of further actions by the EPA or final action by the D.C. Circuit Court are currently unknown.

Previous wording

Under Section 111(d), existing coal units will be required to use carbon capture covering 90 percent of emissions by 2032 if they plan to operate beyond 2039. If the coal units plan to operate until 2039, they must co-fire with natural gas at 40 percent by 2030. Coal plants that commit to retire by 2032 are exempt and may continue to operate as is. Subject to litigation, compliance decisions must be submitted to the state for inclusion in the SIP, which is due to the EPA in May 2026.

Current wording

On May 9, 2024, the EPA issued final rules for emission guidelines under Section 111(d) for existing fossil fuel-fired steam units and revised standards under Section 111(b) for new gas turbines. Under the rules, existing coal units must use carbon capture for 90 percent of emissions by 2032 if they plan to operate beyond 2039. If they plan to operate until 2039, they must co-fire with natural gas at 40 percent by 2030. Coal plants retiring by 2032 are exempt. Compliance decisions must be submitted to the state by May 2026.

Previous wording

Under Section 111(b), the EPA finalized standards for new natural gas-fired turbines commencing construction after May 23, 2023, using capacity factor thresholds to differentiate among new units establishing three subcategories: baseload, intermediate load, and low load. All three categories are subject to efficiency standards. Baseload units, those with a capacity factor greater than 40 percent, are also subject to a phase two requirement based on 90 percent capture of CO 2 with a compliance deadline of January 1, 2032.

Current wording

OG&E’s existing natural gas-fired boilers meet the new requirements, so no additional steps beyond reporting are needed. New natural gas-fired turbines commencing construction after May 23, 2023, would be required to use capacity factor thresholds to differentiate among new units establishing three subcategories: baseload, intermediate load, and low load. All three categories are subject to efficiency standards. Baseload units, those with a capacity factor greater than 40 percent, are also subject to a phase two requirement based on 90 percent capture of CO 2 with a compliance deadline of January 1, 2032.

Previous wording

On May 24, 2024, several groups of petitioners, including OG&E, which joined with Edison Electric Institute and three other declarants, filed motions for stay of the rule at the D.C. Circuit. The Court consolidated these motions and on July 19, 2024, denied all stay requests. On July 29, 2024, OG&E, jointly with Edison Electric Institute and another applicant, appealed the stay denial to the U.S. Supreme Court. Other industry and state petitioners, including Oklahoma, appealed the D.C. Circuit's stay denial to the U.S. Supreme Court as well. On October 16, 2024, the U.S. Supreme Court denied the stay request. Petitioners can seek another stay from the U.S. Supreme Court in the event the D.C. Circuit rules against them. Oral argument was held before the D.C. Circuit on December 6, 2024. However, on February 5, 2025, the EPA requested that the D.C. Court not issue an opinion and place the case in abeyance for 60 days in order for the new EPA leadership to determine how they want to proceed in the litigation; on February 19, 2025, the D.C. Circuit Court granted the EPA’s request. On April 21, 2025, the EPA filed an unopposed request for the D.C. Circuit Court to continue to hold the case in abeyance while the EPA reconsiders the final rule; on April 25, 2025, the D.C Circuit Court granted the EPA's request. On June 17, 2025, the EPA published in the Federal Register a proposal to repeal the greenhouse gases rules finalized in 2024 for both existing and new units. The EPA also included an alternative proposal to repeal the rule for existing units in its entirety and the future carbon capture and sequestration requirements for new combustion turbines only. It is unknown what the outcome of the litigation or proposed repeal of the greenhouse gases regulations will be, or potential material impacts, if any, it will have on these new emission standards and guidelines, but the regulations adopted in 2023 are currently not stayed and future compliance timelines are in effect; therefore, the Registrants continue to plan for compliance and, if the new emission standards and guidelines are implemented as adopted, such compliance costs would be material.

Current wording

Significant litigation is ongoing, including a challenge by OG&E and a multi-state challenge joined by Oklahoma. On May 24, 2024, several petitioners, including OG&E, filed motions to stay the rule in the D.C. Circuit, but all stay requests were denied on July 19, 2024. OG&E and others appealed this denial to the U.S. Supreme Court, which also denied the stay request on October 16, 2024. In February 2025, the D.C. Circuit, at the request of the EPA, placed the case in abeyance for 60 days. The EPA later requested to continue holding the case in abeyance while reconsidering the rule, which was also granted. On June 17, 2025, the EPA proposed to repeal the 2024 greenhouse gas rules for both existing and new units. The EPA also included an alternative proposal to repeal the rule for existing units in its entirety and the future carbon capture and sequestration requirements for new combustion turbines only. OG&E submitted comments and participated with trade associations to submit comments on the proposed rule to the EPA on August 6, 2025. The outcome of the litigation or proposed repeal of the greenhouse gases regulations is unknown, but the 2024 regulations are currently not stayed and future compliance timelines are in effect. OG&E continues to plan for compliance and, if the new emission standards and guidelines are implemented, compliance costs could be significant. Relatedly, on August 1, 2025, the EPA published a proposed rule to rescind the EPA's 2009 determination that greenhouse gas emissions cause or contribute to the endangerment of public health and welfare (the “2009 Endangerment Finding”). While the rescission of the 2009 Endangerment Finding would have no direct effect on the 2024 greenhouse gas rules for power plants or the pending proposed reconsideration, the rationale underlying such a rescission could impact the legal arguments raised in the ongoing litigation challenging the EPA’s 2024 greenhouse gas rules or any future litigation challenging the EPA’s potential repeal of the 2024 rules. OG&E continues to monitor these developments and plan for compliance with standards currently in effect.

Previous wording

Certain federal laws, including the Bald and Golden Eagle Protection Act, the Migratory Bird Treaty Act and the Endangered Species Act, provide special protection to certain designated species. These laws and any state equivalents provide for significant civil and criminal penalties for unpermitted activities that result in harm to or harassment of certain protected animals and plants, including damage to their habitats. If such species are located in an area in which OG&E conducts operations, or if additional species in those areas become subject to protection, OG&E's operations and development projects, particularly transmission, wind or solar projects, could be restricted or delayed, or OG&E could be required to implement expensive mitigation measures.

Current wording

Certain federal laws, including the Bald and Golden Eagle Protection Act, the Migratory Bird Treaty Act and the Endangered Species Act, provide special protection to certain designated species. These laws and any state equivalents provide for significant civil and criminal penalties for unpermitted activities that result in harm to or harassment of certain protected animals and plants, including damage to their habitats. If such species are in an area in which OG&E conducts operations, or if additional species in those areas become subject to protection, OG&E's operations and development projects, particularly transmission, wind or solar projects, could be restricted or delayed, or OG&E could be required to implement expensive mitigation measures.

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Current report — wording carried from elsewhere

In May 2024, OG&E issued requests for proposals for resources to meet the capacity needs identified in its 2024 IRP. OG&E has selected projects to meet a portion of its capacity needs and has filed for approval of these projects with the OCC and the APSC, as discussed in Note 13 within "Item 1. Financial Statements." The capital costs of the projects included in the approval filings are expected to be approximately $506 million, as indicated in OG&E's filing with the OCC. Following a determination by the OCC, OG&E expects to update its capital and financing plans to reflect the projects that have been approved. The annual level of investments in the transmission and distribution system could vary depending on the amount and timing of incremental generation capacity investments.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Significant litigation is underway, including a challenge by OG&E and a multi-state challenge joined by Oklahoma. Briefing in this challenge has begun in the D.C. Circuit.