MADISON, Wis. -- (Business Wire)

MGE Energy, Inc. (Nasdaq: MGEE) (MGE Energy) announced today that it has commenced an underwritten public offering of $250,000,000 of shares of its common stock, subject to market and other conditions. Of the $250,000,000 of shares of common stock being offered, MGE Energy expects to issue and sell directly approximately $75,000,000 of shares to the underwriters in the offering, and the forward sellers (as defined below) expect to borrow from third parties and sell to such underwriters approximately $175,000,000 of shares of common stock in connection with the forward sale agreements described below. In conjunction with the offering, MGE Energy intends to grant to the underwriters a 30-day option to purchase up to $37,500,000 of additional shares of its common stock. If such option is exercised, MGE Energy may, in its sole discretion, enter into additional forward sale agreements with the forward purchasers with respect to such additional shares or issue and sell such shares directly to the underwriters.

Morgan Stanley, Guggenheim Securities, BofA Securities and J.P. Morgan are acting as joint book-running managers for the proposed offering.

In connection with the offering, MGE Energy intends to enter into separate forward sale agreements with each of Morgan Stanley, BofA Securities and J.P. Morgan or their respective affiliates, referred to in such capacity as the forward purchasers, pursuant to which MGE Energy will agree to sell to the forward purchasers the same number of shares of common stock as are borrowed from third parties and sold by the forward purchasers or their affiliates (in such capacities, the “forward sellers”) to the underwriters. Under the forward sale agreements, the forward purchasers will agree, upon physical settlement, to purchase shares from MGE Energy at an initial forward sale price per share equal to the price per share at which the underwriters purchase the shares from the forward sellers in the offering, subject to certain adjustments that are made to that price over the term of each forward sale agreement. Settlement of the forward sale agreements is expected to occur no later than approximately 20 months after the date of the prospectus supplement for the offering. MGE Energy may, subject to certain conditions, elect cash settlement or net share settlement for all or a portion of its rights or obligations under the forward sale agreements.

MGE Energy intends to use the net proceeds from the sale of shares of common stock in the offering for general corporate purposes, which may include repayment of short-term debt; repurchases, retirements and refinancing of other securities; funding capital expenditures; and investments in subsidiaries. MGE Energy will not initially receive any proceeds from the sale of the common stock sold by the forward sellers to the underwriters. MGE Energy intends to use any net proceeds that it receives upon settlement of the forward sale agreements as described above.

A shelf registration statement on Form S-3, including a prospectus, related to the shares, has been filed by MGE Energy with the U.S. Securities and Exchange Commission ("SEC") and has become effective automatically upon filing. The offering will be made only by means of a preliminary prospectus supplement and the accompanying prospectus which will be filed today with the SEC. Copies of the preliminary prospectus supplement and the accompanying prospectus, and the final prospectus supplement, when available, may be obtained from Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014; Guggenheim Securities, LLC, Attention: Equity Syndicate, 330 Madison Avenue, New York, New York 10017 (email: gsequityprospectusdelivery@guggenheimpartners.com); BofA Securities, Inc., Attn: Prospectus Department, NC1-022-02-25, 201 North Tryon Street, Charlotte, North Carolina 28255-0001 (email: dg.prospectus_requests@bofa.com); or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by email at prospectus-eq_fi@jpmchase.com or by visiting the SEC’s website at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About MGE Energy

MGE Energy is a public utility holding company. Its principal subsidiary, Madison Gas and Electric (MGE), generates and distributes electricity to 170,000 customers in Dane County, Wis., and purchases and distributes natural gas to 180,000 customers in seven south-central and western Wisconsin counties. MGE's roots in the Madison area date back more than 150 years.

Special Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such statements include the risks and uncertainties related to the proposed offering such as market conditions, the consummation of the offering on the terms described, the anticipated use of the proceeds and the satisfaction of customary closing conditions. Such forward-looking statements are based on MGE Energy's current expectations, estimates and assumptions regarding future events, which are inherently uncertain. We caution you not to place undue reliance on any forward-looking statements, which are made as of the date of this press release. We undertake no obligation to revise or update publicly any such forward-looking statements to reflect any change in expectations or in events, conditions or circumstances on which any such statements may be based. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to our business in general, please refer to the “Risk Factors” sections in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC.

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Contacts:

Steve B. Schultz
Media Relations
608-252-7219 | sbschultz@mge.com

Ken Frassetto
Investor Relations
608-252-4723 | kfrassetto@mge.com

Source: MGE Energy, Inc.