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MGE ENERGY INC

For the period ended Dec 31, 2025. Filed Feb 24, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 24, 2026

MGEE$80.26+2.4%Stored close · as of Nov 6, 2026
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United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For thefiscal year ended:

December 31,2025

☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _______________to _______________

CommissionFile No.Exact Name of Registrant as Specified in its Charter, State or Other Jurisdiction of Incorporation or Organization, Addressof Principal Executive Offices, and Telephone No., including Area CodeIRS EmployerIdentification No.
000-49965MGE Energy, Inc.(a Wisconsin Corporation)133 South Blair StreetMadison, Wisconsin 53788(608) 252-7000 | mgeenergy.com39-2040501
000-1125Madison Gas and Electric Company(a Wisconsin Corporation)133 South Blair StreetMadison, Wisconsin 53788(608) 252-7000 | mge.com39-0444025

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of ClassTrading SymbolName of Each Exchange on which Registered
MGE Energy, Inc.Common Stock, $1 Par Value Per ShareMGEEThe NASDAQ Stock Market

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

Title of Class
Madison Gas and Electric CompanyCommon Stock, $1 Par Value Per Share

Indicate by check mark if the registrants are well-known seasoned issuers, as defined in Rule 405 of the Securities Act.

Indicate by check mark if the registrants are not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

MGE Energy, Inc. Yes ☐No ☒Madison Gas and Electric Company Yes ☐No ☒

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports) and (2) have been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrants have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrants were required to submit such files):

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act:

Large Accelerated FilerAccelerated FilerNon-accelerated FilerSmaller Reporting CompanyEmerging Growth Company
MGE Energy, Inc.☒☐☐☐☐
Madison Gas and Electric Company☐☐☒☐☐

If an emerging growth company, indicate by checkmark if the registrants have elected not to use the extended transition period for complying with any new or revised financial reporting standards provided pursuant to Section 13(a) of the Exchange Act.

MGE Energy, Inc. ☐Madison Gas and Electric Company ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

MGE Energy, Inc. ☒ Madison Gas and Electric Company ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

MGE Energy, Inc. ☐ Madison Gas and Electric Company ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

MGE Energy, Inc. ☐Madison Gas and Electric Company ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

MGE Energy, Inc. Yes ☐ No ☒ Madison Gas and Electric Company Yes ☐ No☒

The aggregate market value of the voting and nonvoting common equity held by nonaffiliates of each registrant as of June 30, 2025 was as follows:

MGE Energy, Inc.$3,223,355,207
Madison Gas and Electric Company$0

The number of shares outstanding of each registrant's common stock as of February 20, 2026, were as follows:

MGE Energy, Inc.36,563,899
Madison Gas and Electric Company17,347,894

OMISSION OF CERTAIN INFORMATION

Madison Gas and Electric Company meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and is therefore filing this form with the reduced disclosure format allowed under that General Instruction.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of MGE Energy, Inc.'s definitive proxy statement to be filed before April 30, 2026, relating to its annual meeting of shareholders, are incorporated by reference into Part III of this annual report on Form 10-K.

Table of Contents

Filing Format.4
Forward-Looking Statements.4
Where to Find More Information.4
Definitions, Abbreviations, and Acronyms Used in the Text and Notes of this Report.5
PART I.8
Item 1. Business.8
Item 1A. Risk Factors.19
Item 1B. Unresolved Staff Comments.26
Item 1C. Cybersecurity.26
Item 2. Properties.28
Item 3. Legal Proceedings.30
Item 4. Mine Safety Disclosures.30
PART II.31
Item 5. Market for Registrants' Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.31
Item 6. [Reserved].31
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.32
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.50
Item 8. Financial Statements and Supplementary Data.52
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.106
Item 9A. Controls and Procedures.106
Item 9B. Other Information.106
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.107
PART III.108
Item 10. Directors, Executive Officers, and Corporate Governance.108
Item 11. Executive Compensation.108
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.108
Item 13. Certain Relationships and Related Transactions, and Director Independence.109
Item 14. Principal Accounting Fees and Services.109
PART IV.110
Item 15. Exhibits and Financial Statement Schedules.110
Signatures - MGE Energy, Inc.119
Signatures - Madison Gas and Electric Company.120
ContentsView on SEC.gov

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