MADISON GAS & ELECTRIC CO

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 months ended March 31, 2026, and 2025, net proceeds from the Stock Plan were approximately $2.6 million and $3.3 million, respectively, which were used for general corporate purposes.

In February 2026, MGE Energy filed a prospectus supplement under which it may sell shares of its common stock having an aggregate offering price of up to $100 million, through Guggenheim Securities, LLC, and Morgan Stanley & Co. LLC (each, a Manager) in negotiated transactions that are deemed to be an "at-the-market offering" (ATM). The ATM may be terminated by MGE Energy or, with respect only to itself, any Manager. Unless earlier terminated, the ATM shall automatically terminate on February 23, 2029, if MGE Energy does not file a new shelf registration statement relating to the shares to be sold under the ATM on or prior to such date. Each Manager will be entitled to compensation at a commission equal to up to 2.0% of the gross offering proceeds of the shares of common stock sold under the ATM. MGE expects to use the net proceeds from any issuance of common stock for general corporate purposes, including repayment of short-term debt, funding capital expenditures, and investments in subsidiaries. As of March 31, 2026, MGE sold an aggregate of 154,321 shares of its common stock under the ATM at an aggregate net proceeds of $11.5 million and $0.2 million in transaction fees paid.

We had the following changes to outstanding common stock during thethree months ended March 31, 2026:

b.

Dilutive Shares Calculation.

As of March 31, 2026,30,059 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.

Share-Based C