MADISON GAS & ELECTRIC CO

nancing Arrangements - MGE Energy.

a.

Stock Plan Share Issuances.

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 thesix months ended June 30, 2026, and 2025, net proceeds from the Stock Plan were approximately $5.5 million and $3.8 million, respectively, which were used for general corporate purposes.

b.

At-the-Market Equity Offering.

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 Energy 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 June 30, 2026, MGE Energy sold an aggregate of 154,321 shares of its common stock under the ATM for aggregate net proceeds of $11.5 million and $0.2 million in transaction fees paid.

c.

Common Stock Public Offering and Forward Equity Sale Agreements.

On May 6, 2026, MGE Energy completed a registered public offering of 3,300,331 shares of its common stock at a public offering price of $75.75 per share, for aggregate gross proceeds of approximately $250 million. Of the shares offered,

990,099 shares were issued and sold by MGE Energy, resulting in net proceeds of approximately $72.2 million after underwriting discounts and commissions. The remaining 2,310,232 shares were sold to Morgan Stanley & Co. LLC, Bank of America, N.A., and JPMorgan Chase Bank, National Association or their respective affiliates pursuant to separate forward sale agreements entered into by MGE Energy with each of these counterparties. Under the forward sale agreements, MGE Energy has the right to elect physical settlement, cash settlement, or net share settlement, in whole or in part, through January 2028, and the agreements are classified as equity instruments. Based on the initial forward sale price of $72.9094 per share, MGE Energy expects to receive net proceeds of approximately $168.4 million upon full physical settlement of the forward sale agreements, subject to adjustments specified in such agreements. MGE Energy intends to use the net proceeds from the offering and any future settlement of the forward sale agreements for general corporate purposes, which may include repayment of short-term debt, repurchase, retirement or refinancing of other securities, funding capital expenditures, and investments in subsidiaries.

d.

Changes in Common Shares Outstanding.

The share issuances discussed above, together with shares issued pursuant to stock-based compensation arrangements, resulted in the following changes in outstanding common stock:

e.

Earnings Per Share.

Basic earnings per share is calculated by dividing net income attributable to MGE Energy by the weighted-average number of MGE Energy's common shares outstanding during the period. In the calculation of diluted earnings per share, weighted-average shares outstanding are increased for additional shares that would be outstanding if potentially dilutive securities were converted to common stock. Potentially dilutive securities for MGE Energy consist of restricted stock units and shares under the forward equity sale agreements, as discussed above.

Share-Based C