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What changed in OGE ENERGY CORP.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of OGE ENERGY CORP.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+200 added−207 removedSource: 10-K (2026-02-18) vs 10-K (2025-02-19)

Top changes in OGE ENERGY CORP.'s 2025 10-K

200 paragraphs added · 207 removed · 147 edited across 8 sections

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

41 edited+9 added−9 removed110 unchanged
Biggest changePricing grids associated with our credit facilities could cause annual fees and borrowing rates to increase if an adverse rating impact occurs. 23 The impact of any future downgrade could include an increase in the costs of our short-term borrowings, but a reduction in our credit ratings would not result in any defaults or accelerations.
Biggest changeThe impact of any future downgrade could include an increase in the costs of our short-term borrowings, but a reduction in our credit 23 ratings would not result in any defaults or accelerations. Any future downgrade could also lead to higher long-term borrowing costs and, if below investment grade, would require us to post collateral or letters of credit.
In addition to the potential for physical risk related to climate change (discussed below), climate change, and the risks related to our transition to a lower carbon economy, creates financial risk. Transition risks represent those risks related to the social and economic changes needed to shift toward a lower carbon future.
In addition to the potential for physical risks (discussed below), climate change, and the risks related to our transition to a lower carbon economy, creates financial risk. Transition risks represent those risks related to the social and economic changes needed to shift toward a lower carbon future.
Economic conditions may be impacted by insufficient financial sector liquidity or inflationary pressures, leading to potential increased unemployment, which could impact the ability of our customers to pay timely, increase customer bankruptcies, and could 21 lead to increased bad debt. If such circumstances occur, we expect that commercial and industrial customers would be impacted first, with residential customers following.
Economic conditions may be impacted by insufficient financial sector liquidity or inflationary pressures, leading to potential increased unemployment, which could impact the ability of our customers to pay timely, increase customer bankruptcies, and could lead to increased bad debt. If such circumstances occur, we expect that commercial and industrial customers would be impacted first, with residential customers following.
State regulatory commissions generally possess broad powers to ensure that the needs of the utility customers 15 are being met. OG&E cannot assure that the OCC, APSC and the FERC will grant rate increases in the future or in the amounts requested, and they could instead lower OG&E's rates.
State regulatory commissions generally possess broad powers to ensure that the needs of the utility customers are being met. OG&E cannot assure that the OCC, APSC and the FERC will grant rate increases in the future or in the amounts requested, and they could instead lower OG&E's rates.
The increasing costs and funding requirements with our Pension Plan, health care plans and other employee benefits may adversely affect our financial position, results of operations or liquidity. 20 OGE Energy is a holding company with its primary asset being its subsidiary, OG&E. OGE Energy is a holding company and thus its primary asset is its subsidiary, OG&E.
The increasing costs and funding requirements with our Pension Plan, health care plans and other employee benefits may adversely affect our financial position, results of operations or liquidity. OGE Energy is a holding company with its primary asset being its subsidiary, OG&E. OGE Energy is a holding company and thus its primary asset is its subsidiary, OG&E.
If we fail to successfully implement critical technology infrastructure, or if it does not provide the anticipated benefits or meet customer demands, such failure could materially adversely affect our business strategy as well as impact our results of operations, financial position and cash flows.
If we fail to successfully implement critical technology infrastructure, or if it does 22 not provide the anticipated benefits or meet customer demands, such failure could materially adversely affect our business strategy as well as impact our results of operations, financial position and cash flows.
The suppliers and transporters under these agreements may experience financial or technical problems that inhibit their ability to fulfill their obligations to us. In addition, the suppliers and transporters under these agreements may not be required to provide the commodity 18 or service under certain circumstances, such as in the event of a natural disaster.
The suppliers and transporters under these agreements may experience financial or technical problems that inhibit their ability to fulfill their obligations to us. In addition, the suppliers and transporters under these agreements may not be required to provide the commodity or service under certain circumstances, such as in the event of a natural disaster.
If these regulatory commissions do not approve adjustments to the rates OG&E charges, it would not be able to recover the costs associated with its planned extensive investment. 17 This could adversely affect the Registrants' financial position and results of operations.
If these regulatory commissions do not approve adjustments to the rates OG&E charges, it would not be able to recover the costs associated with its planned extensive investment. This could adversely affect the Registrants' financial position and results of operations.
OG&E operates in a highly regulated industry that requires the continued operation of sophisticated information technology systems and network infrastructure. Despite implementation of security measures, the technology systems are vulnerable to disability, failures or unauthorized access.
OG&E operates in a highly regulated industry that requires the continued operation of sophisticated information technology systems and network infrastructure. Despite implementation of security measures, the technology systems are vulnerable to disability, 21 failures or unauthorized access.
Financial Statements and Supplementary Data," recent changes to the resource capacity accreditation methodologies for both thermal and renewable resources. Both changes may increase OG&E's generation capacity needs.
Financial Statements and Supplementary Data," changes to the resource capacity accreditation methodologies for both thermal and renewable resources. Both changes may increase OG&E's generation capacity needs.
The failure of our technology infrastructure, or the failure to enhance existing technology infrastructure and implement new technology, including potential generative artificial intelligence, could adversely affect our business. Our operations are dependent upon the proper functioning of our internal systems, including the technology and network infrastructure that support our underlying business processes.
The failure of our technology infrastructure, or the failure to enhance existing technology infrastructure and implement new technology, including artificial intelligence, could adversely affect our business. Our operations are dependent upon the proper functioning of our internal systems, including the technology and network infrastructure that support our underlying business processes.
At December 31, 2024, OGE Energy and OG&E had outstanding indebtedness and other liabilities of $9.1 billion. OG&E is a separate legal entity that has no obligation to pay any amounts due on OGE Energy's indebtedness or to make any funds available for that purpose.
At December 31, 2025, OGE Energy and OG&E had outstanding indebtedness and other liabilities of $9.4 billion. OG&E is a separate legal entity that has no obligation to pay any amounts due on OGE Energy's indebtedness or to make any funds available for that purpose.
Over the next three years, 26.2 percent of our current employees will meet the eligibility requirements to retire. Failure to hire and adequately train replacement employees, including the transfer of significant internal historical knowledge and expertise to the new employees, may adversely affect our ability to manage and operate our business.
Over the next three years, 27.8 percent of our current employees will meet the eligibility requirements to retire. Failure to hire and adequately train replacement employees, including the transfer of significant internal historical knowledge and expertise to the new employees, may adversely affect our ability to manage and operate our business.
As we expand our cleaner energy generation asset mix, the ability to integrate renewable technologies into our operations and maintain reliability and affordability is key. The intermittency of renewables remains a critical challenge particularly as cost-efficient energy storage is still in development.
As we expand our cleaner energy generation asset mix, the ability to integrate renewable technologies into our operations and maintain reliability and affordability is key. The intermittency of renewables remains a critical challenge particularly as long-duration energy storage is still in development.
If the technology systems were to fail or be breached and not recovered in a timely manner, critical business functions could be impaired and sensitive confidential data could be compromised, which could have a material adverse impact on our financial position, results of operations and cash flows. Security threats continue to evolve and adapt.
If the technology systems were to fail or be breached and not recovered in a timely manner, critical business functions could be impaired and sensitive confidential data could be compromised, which could have a material adverse impact on our financial position, results of operations and cash flows.
Properties," it could potentially result in stranded assets. 16 In addition, we may be required to make significant expenditures in connection with the investigation and remediation of alleged or actual spills, personal injury or property damage claims, and the repair, upgrade or expansion of our facilities to meet future requirements and obligations under environmental laws.
In addition, we may be required to make significant expenditures in connection with the investigation and remediation of alleged or actual spills, personal injury or property damage claims, and the repair, upgrade or expansion of our facilities to meet future requirements and obligations under environmental laws.
OG&E may be unable to recover these costs from insurance or other regulatory mechanisms, or certain insurance may be unavailable to us. If regulations are enacted regarding any of our generating units, as listed in "Item 2.
OG&E may be unable to recover these costs from insurance or other regulatory mechanisms, or certain insurance may be unavailable to us. If regulations are enacted regarding any of our generating units, as listed in "Item 2. Properties," it could potentially result in stranded assets.
We have seen increased interest for electric service from emerging industries such as data mining and hydrogen production, which are both large consumers of electricity. If this continues, these types of customers could represent a significant portion of our revenues.
We have seen increased interest for electric service from industries such as crypto mining and data mining, to support artificial intelligence, which are both large consumers of electricity. If this continues, these types of customers could represent a significant portion of our revenues.
For further discussion, see "Environmental Laws and Regulations" within "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations." It is unknown what the outcome, or any potential material impacts, if any, will be from the litigation or any final action by the EPA.
Management's Discussion and Analysis of Financial Condition and Results of Operations." It is unknown what the outcome, or any potential material impacts, if any, will be from the litigation or any final action by the EPA.
Operation of electric generation, transmission and distribution assets involves risks that can adversely affect energy output and efficiency levels or that could result in loss of human life, significant damage to property, environmental pollution and impairment of OG&E's operations.
OG&E owns and operates coal-fired, natural gas-fired, wind-powered and solar-powered generating assets. Operation of electric generation, transmission and distribution assets involves risks that can adversely affect energy output and efficiency levels or that could result in loss of human life, significant damage to property, environmental pollution and impairment of OG&E's operations.
Weather conditions directly influence the demand for electric power. In OG&E's service area, demand for power peaks during the hot summer months, with market prices also typically peaking at that time. As a result, overall operating results may fluctuate on a seasonal and quarterly basis.
In OG&E's service area, demand for power peaks during the hot summer months, with market prices also typically peaking at that time. As a result, overall operating results may fluctuate on a seasonal and quarterly basis. In addition, we have historically sold less power, and consequently received less revenue, when weather conditions are milder.
Further, we regularly engage in negotiations on renewals of franchise agreements with municipal governments within our service territories. Any such restructuring could have a significant impact on our financial position, results of operations and cash flows. Further, our load growth could be impacted, which could result in an impact on the affordability of our services.
Any such restructuring could have a significant impact on our financial position, results of operations and cash flows. Further, our load growth could be impacted, which could result in an impact on the affordability of our services.
We expect to typically be responsible for any project costs not covered by grants on further investments related to this Act. OG&E currently provides service at rates approved by one or more regulatory commissions.
We expect to typically be responsible for any project costs not covered by federal funding on further investments related to these Acts although there is no guarantee we will be successful in obtaining any such grants. OG&E currently provides service at rates approved by one or more regulatory commissions.
These measures aim to ensure reliable service and rapid recovery during severe weather events. OG&E can incur significant restoration costs as a result of these weather events. If OG&E is unable to recover any of these increased costs in rates, either due to increased investments or restoration costs, it could have a material adverse effect on our financial performance.
If OG&E is unable to recover any of these increased costs in rates, either due to increased investments or restoration costs, it could have a material adverse effect on our financial performance.
Costs of compliance with environmental and other laws and regulations are significant, and the cost of compliance with future environmental and other laws and regulations may adversely affect our results of operations, financial position or liquidity.
Further alteration of the regulatory landscape in which we operate, including a change in the authorized cost of capital, may harm our financial position and results of operations. 15 Costs of compliance with environmental and other laws and regulations are significant, and the cost of compliance with future environmental and other laws and regulations may adversely affect our results of operations, financial position or liquidity.
In addition to maintaining our current technology infrastructure, we believe the digital transformation of our business, including potential generative artificial intelligence, is key to driving internal efficiencies as well as providing additional capabilities to customers. 22 Our technology infrastructure is critical to cost-effective, reliable daily operations and our ability to effectively serve our customers.
In addition to maintaining our current technology infrastructure, we believe the digital transformation of our business, including the implementation of artificial intelligence, is key to driving internal efficiencies as well as providing additional capabilities to customers. Leveraging artificial intelligence capabilities to potentially improve internal functions and operations presents further risks and challenges.
Continued electric infrastructure investment without increased electricity sales could cause increased rates for customers, potentially resulting in further reductions in electricity sales and reduced profitability. 19 Weather conditions such as tornadoes, thunderstorms, ice storms, windstorms, flooding, earthquakes, prolonged droughts and the occurrence of wildfires, as well as seasonal temperature variations may adversely affect our financial position, results of operations and cash flows.
Weather conditions such as tornadoes, thunderstorms, ice storms, windstorms, flooding, earthquakes, prolonged droughts and the occurrence of wildfires, as well as seasonal temperature variations may adversely affect our financial position, results of operations and cash flows. Weather conditions directly influence the demand for electric power.
GENERAL RISKS Governmental and market reactions to events involving other public companies or other energy companies that are beyond our control may have negative impacts on our business, financial position, results of operations, cash flows and access to capital.
To the extent that the state commissions or federal regulatory agency attempt to impose restrictions on the ability of OG&E to pay dividends to OGE Energy, it could adversely affect its ability to continue to pay dividends. 20 GENERAL RISKS Governmental and market reactions to events involving other public companies or other energy companies that are beyond our control may have negative impacts on our business, financial position, results of operations, cash flows and access to capital.
The effect of the failure of our facilities to operate as planned, as described above, would be particularly burdensome during a peak demand period. In addition, prolonged droughts could cause a lack of sufficient water for use in cooling during the electricity generating process.
The effect of the failure of our facilities to operate as planned, as described above, would be particularly burdensome during a peak demand period.
We have been awarded grant funds for specific projects through the Infrastructure Investment and Jobs Act, and we plan to pursue additional opportunities available to us under this Act, however, under the Trump Administration, the status of additional funding under these Acts is unclear at this time.
We have been awarded grant funds for specific projects through the Infrastructure Investment and Jobs Act, and we plan to pursue additional opportunities available to us under these Acts. For awarded grants where funding has not yet been received, there is no guarantee that funding will materialize.
Significant changes have occurred and additional changes have been proposed to the wholesale electric market. Retail competition and the unbundling of regulated energy service could have a significant financial impact on us due to possible impairments of assets, a loss of retail customers, impact profit margins and/or increased costs of capital.
Retail competition and the unbundling of regulated energy service could have a significant financial impact on us due to possible impairments of assets, a loss of retail customers, impact profit margins and/or increased costs of capital. Further, we regularly engage in negotiations on renewals of franchise agreements with municipal governments within our service territories.
In addition, we have historically sold less power, and consequently received less revenue, when weather conditions are milder. Unusually mild weather in the future could reduce our revenues, net income, available cash and borrowing ability.
Unusually mild weather in the future could reduce our revenues, net income, available cash and borrowing ability.
Physical risks from climate change can be considered in both acute (event-driven) and chronic (longer-term shifts in climate patterns) terms. The effects of climate change could exacerbate physical changes in weather and the extreme weather events discussed above, including prolonged droughts, rise in temperatures and more extreme weather events like wildfires and ice storms, among other weather impacts.
The effects of climate change could exacerbate physical changes in weather and the extreme weather events discussed above, including prolonged droughts, rise in temperatures and more extreme weather events like wildfires and ice storms, among other weather impacts. We have observed some of these events in recent years, and the trend could continue.
Increased competition resulting from efforts to restructure utility and energy markets or deregulation could have a significant financial and load growth impact on us and consequently impact our revenue and affordability of services. We have been and will continue to be affected by competitive changes to the utility and energy industries.
This potential upward pressure could decrease the capacity available in OG&E's rates for other projects. 17 Increased competition resulting from efforts to restructure utility and energy markets or deregulation could have a significant financial and load growth impact on us and consequently impact our revenue and affordability of services.
Any such disruption could result in a significant decrease in revenues and significant additional costs to repair assets, which could have a material adverse impact on our financial position, results of operations and cash flows.
Any such disruption could result in a significant decrease in revenues and significant additional costs to repair assets, which could have a material adverse impact on our financial position, results of operations and cash flows. 18 OG&E's electric generation, transmission and distribution assets are subject to operational risks that could result in unscheduled plant outages, unanticipated operation and maintenance expenses, increased purchased power costs, accidents and third-party liability.
Older generation equipment, even if maintained in accordance with good engineering practices, may require significant capital expenditures to maintain efficiency, to comply with environmental requirements or to provide reliable operations.
Older generation equipment, even if maintained in accordance with good engineering practices, may require significant capital expenditures to maintain efficiency, to comply with environmental requirements or to provide reliable operations. The Infrastructure Investment and Jobs Act, Inflation Reduction Act, and "One Big Beautiful Bill" present opportunities for federal grants, loans and tax incentives aimed at electrical infrastructure development.
Our ability to access the commercial paper market could be adversely impacted by a credit ratings downgrade or major market disruptions.
Our ability to access the commercial paper market could be adversely impacted by a credit ratings downgrade or major market disruptions. Pricing grids associated with our credit facilities could cause annual fees and borrowing rates to increase if an adverse rating impact occurs.
We have observed some of these events in recent years, and the trend could continue. OG&E is committed to strengthening and securing our energy grid and infrastructure against extreme weather by upgrading physical infrastructure, deploying advanced monitoring technologies and devices, and enhancing emergency preparedness and response plans.
OG&E is committed to strengthening and securing our energy grid and infrastructure against extreme weather by upgrading physical infrastructure, deploying advanced monitoring technologies and devices, and enhancing emergency preparedness and response plans. These measures aim to ensure reliable service and rapid recovery during severe weather events. OG&E can incur significant restoration costs as a result of these weather events.
We and our third-party vendors have been subject to, and will likely continue to be subject to, attempts to gain unauthorized access to systems and/or confidential data, or to disrupt operations. None of these attempts has individually or in aggregate resulted in a security incident with a material impact on our financial condition or results of operations.
None of these attempts has individually or in aggregate resulted in a security incident with a material impact on our financial condition or results of operations.
For example, in May 2024, the EPA finalized rules to reduce emissions of greenhouse gases from fossil fuel-fired electric generating units under Clean Air Act Section 111 for both new units and existing units. However, as detailed further below, these power plant-specific rules are currently under judicial review and could ultimately be upheld, modified, or overturned.
Although May 2024 EPA regulations reducing emissions of greenhouse gases from fossil fuel-fired electric generating units for both new units and existing units are currently under judicial review, they could ultimately be upheld, modified, or overturned. For further discussion, see "Environmental Laws and Regulations" 16 within "Item 7.
Exposure to inconsistent state and federal regulatory standards may limit our ability to operate profitably. Further alteration of the regulatory landscape in which we operate, including a change in our authorized return on equity, may harm our financial position and results of operations.
Exposure to inconsistent state and federal regulatory standards may limit our ability to operate profitably.
Removed
There are also increasing risks for energy companies from shareholders currently invested in fossil-fuel energy companies concerned about the potential effects of climate change who may elect in the future to shift some or all of their investments into entities that emit lower levels of greenhouse gases or into non-energy related sectors.
Added
As a member of the SPP, OG&E is subject to risks associated with planning decisions that the SPP makes in the exercise of control over the planning of OG&E's transmission assets that are under the SPP's operational control.
Removed
Institutional investors and lenders who provide financing to fossil-fuel energy companies also have become more attentive to sustainable investing and lending practices and some of them may elect not to provide funding for fossil fuel energy companies.
Added
These risks include upward pressure on OG&E's rates arising from the potential additional cost allocation to OG&E from transmission projects of others or changes in FERC policies or regulation related to cost responsibility for transmission projects.
Removed
The Infrastructure Investment and Jobs Act and Inflation Reduction Act present opportunities for federal grants and tax incentives intended to hasten the future economy-wide deployment of various greenhouse gas emission reducing technologies and approaches.
Added
We have been and will continue to be affected by competitive changes to the utility and energy industries. Significant changes have occurred and additional changes have been proposed to the wholesale electric market.
Removed
OG&E's electric generation, transmission and distribution assets are subject to operational risks that could result in unscheduled plant outages, unanticipated operation and maintenance expenses, increased purchased power costs, accidents and third-party liability. OG&E owns and operates coal-fired, natural gas-fired, wind-powered and solar-powered generating assets.
Added
Continued electric infrastructure investment without increased electricity sales could cause increased rates for customers, potentially resulting in further reductions in electricity sales and reduced profitability.
Removed
To the extent that the state commissions or federal regulatory agency attempt to impose restrictions on the ability of OG&E to pay dividends to OGE Energy, it could adversely affect its ability to continue to pay dividends.
Added
In addition, prolonged droughts could cause a lack of sufficient water for use in cooling during the electricity generating process. 19 Physical risks from climate change can be considered in both acute (event-driven) and chronic (longer-term shifts in climate patterns) terms.
Removed
Any future downgrade could also lead to higher long-term borrowing costs and, if below investment grade, would require us to post collateral or letters of credit. Beginning December 2022, the Registrants began utilizing SOFR for their credit facility reference rate.
Added
Security threats continue to evolve and adapt, notably with artificial intelligence which may be used to enhance malicious cyber-attacks. We and our third-party vendors, many of whom leverage artificial intelligence capabilities, have been subject to, and will likely continue to be subject to, attempts to gain unauthorized access to systems and/or confidential data, or to disrupt operations.
Removed
SOFR is a relatively new reference rate and we have been using it for only a relatively short period of time and, accordingly, we do not have much historical rate information.
Added
While we aim to use artificial intelligence ethically and attempt to identify and mitigate ethical or legal issues presented by its use, we may nevertheless be unsuccessful in identifying or resolving issues before they arise.
Removed
The use of SOFR or transition to other alternative rates, whether in connection with borrowings under the current credit facilities, or borrowings under replacement facilities or lines of credit, could expose the Registrants' future borrowings to less favorable rates.
Added
The use of artificial intelligence to support business operations carries inherent risks related to data privacy and security, such as intended, unintended, or inadvertent transmission of proprietary or sensitive information, as well as challenges related to implementing and maintaining artificial intelligence tools, such as developing and maintaining appropriate datasets for such support.
Removed
If the use of SOFR, or other alternative rates, results in increased alternative interest rates or if the Registrants' lenders have increased costs due to such changes, then the Registrants' debt that uses benchmark rates could be affected and, in turn, the Registrants' cash flows and interest expense could be adversely impacted.
Added
Further, dependence on artificial intelligence without adequate safeguards to make certain business decisions may introduce additional operational vulnerabilities by impacting our relationships with customers, partners, and suppliers, by producing inaccurate outcomes based on flaws in the underlying data, or other unintended results. Our technology infrastructure is critical to cost-effective, reliable daily operations and our ability to effectively serve our customers.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

5 edited+0 added−0 removed17 unchanged
Biggest changeThe Vice President of Technology, Data, and Security leads an information security team responsible for management of cybersecurity risk. The Vice President of Technology, Data and Security has decades of experience relevant to risk management, information systems and enterprise security.
Biggest changeThe Chief Information Officer leads an information security team responsible for management of cybersecurity risk. The Chief Information Officer has decades of experience relevant to risk management, information systems and enterprise security. The Chief Information Officer serves on the Corporate Risk Oversight Committee where cyber risks are regularly discussed and addressed.
These Committees and the full Board of Directors are updated regularly by the Vice President of Technology, Data and Security and the Director of Enterprise Security on cybersecurity risks and related matters, including results from audits and assessments of the Registrants’ cybersecurity practices and systems, as well as the results of their incident response and business resiliency exercises.
These Committees and the full Board of Directors are updated regularly by the Chief Information Officer and the Director of Enterprise Security on cybersecurity risks and related matters, including results from audits and assessments of the Registrants’ cybersecurity practices and systems, as well as the results of their incident response and business resiliency exercises.
As part of these plans, incidents are evaluated, classified and elevated, as necessary, to an executive team which includes the Vice President of Technology, Data and Security and other executives on the Registrants’ Corporate Risk Oversight Committee. Once elevated, these executives are ultimately responsible for the management, mitigation and remediation of incidents.
As part of these plans, incidents are evaluated, classified and elevated, as necessary, to an executive team which includes the Chief Information Officer and other executives on the Registrants’ Corporate Risk Oversight Committee. Once elevated, these executives are ultimately responsible for the management, mitigation and remediation of incidents. 26
Priority cybersecurity risks are assigned internal risk owners which report to the Vice President of Technology, Data and Security, who is responsible for the Registrants’ Enterprise Security including, among other responsibilities, developing and updating risk management plans.
Priority cybersecurity risks are assigned internal risk owners which report to the Chief Information Officer, who is responsible for the Registrants’ Enterprise Security including, among other responsibilities, developing and updating risk management plans.
The Vice President of Technology, Data and Security serves on the Corporate Risk Oversight Committee where cyber risks are regularly discussed and addressed. The Registrants’ Corporate Risk Oversight Committee includes corporate officers and members of management and is responsible for the overall development, implementation and enforcement of strategies and policies for all significant risk management activities of the Registrants.
The Registrants’ Corporate Risk Oversight Committee includes corporate officers and members of management and is responsible for the overall development, implementation and enforcement of strategies and policies for all significant risk management activities of the Registrants.

Item 2. Properties

Properties — owned and leased real estate

6 edited+0 added−1 removed1 unchanged
Biggest changeUnless otherwise indicated, these electric generating facilities are located in Oklahoma. 26 Station & Unit Year Installed Unit Design Type Fuel Capability 2024 Capacity Factor (A) Unit Capability (MW) Station Capability (MW) Seminole 1 1971 Steam-Turbine Gas 9.0 % 500 2 1973 Steam-Turbine Gas 15.8 % 513 3 1975 Steam-Turbine Gas 28.8 % 508 1,521 Muskogee 4 1977 Steam-Turbine Gas 23.0 % 498 5 1978 Steam-Turbine Gas 37.7 % 491 6 1984 Steam-Turbine Coal 11.2 % 521 1,510 Sooner 1 1979 Steam-Turbine Coal 18.8 % 519 2 1980 Steam-Turbine Coal 20.0 % 519 1,038 Horseshoe Lake 5A (B) 1971 Combustion-Turbine Gas/Jet Fuel 6.0 % 33 5B (B) 1971 Combustion-Turbine Gas/Jet Fuel 3.9 % 31 8 1969 Steam-Turbine Gas 14.3 % 377 9 2000 Combustion-Turbine Gas 26.8 % 45 10 2000 Combustion-Turbine Gas 9.2 % 46 532 Redbud (C) 1 2003 Combined Cycle Gas 45.2 % 156 2 2003 Combined Cycle Gas 41.2 % 154 3 2003 Combined Cycle Gas 40.6 % 154 4 2003 Combined Cycle Gas 48.5 % 155 619 Mustang 6 2018 Combustion-Turbine Gas — 57 7 2018 Combustion-Turbine Gas 0.2 % 56 8 2017 Combustion-Turbine Gas 17.3 % 58 9 2018 Combustion-Turbine Gas 21.6 % 57 10 2018 Combustion-Turbine Gas 30.6 % 55 11 2018 Combustion-Turbine Gas 30.7 % 58 12 2018 Combustion-Turbine Gas — 57 398 McClain (D) 1 2001 Combined Cycle Gas 42.9 % 375 375 Frontier 1 1989 Combined Cycle Gas 66.4 % 126 126 River Valley 1 1991 Steam-Turbine Coal/Gas 22.1 % 161 2 1991 Steam-Turbine Coal/Gas 22.6 % 160 321 Total Generating Capability (all stations, excluding renewable) 6,440 (A) 2024 Capacity Factor = 2024 Net Actual Generation / (2024 Net Maximum Capacity (Nameplate Rating in MWs) x Period Hours (8,784 Hours)).
Biggest changeStation & Unit Year Installed Unit Design Type Fuel Capability 2025 Capacity Factor (A) Unit Capability (MW) Station Capability (MW) Seminole 1 1971 Steam-Turbine Gas 12.0 % 500 2 1973 Steam-Turbine Gas 8.5 % 513 3 1975 Steam-Turbine Gas 25.7 % 508 1,521 Muskogee 4 1977 Steam-Turbine Gas 14.5 % 498 5 1978 Steam-Turbine Gas 16.5 % 491 6 1984 Steam-Turbine Coal 34.6 % 521 1,510 Sooner 1 1979 Steam-Turbine Coal 30.5 % 519 2 1980 Steam-Turbine Coal 33.5 % 519 1,038 Horseshoe Lake 5A (B) 1971 Combustion-Turbine Gas/Jet Fuel — 33 5B (B) 1971 Combustion-Turbine Gas/Jet Fuel 3.3 % 31 8 1969 Steam-Turbine Gas 8.1 % 377 9 2000 Combustion-Turbine Gas 22.2 % 45 10 2000 Combustion-Turbine Gas 21.7 % 46 532 Redbud (C) 1 2003 Combined Cycle Gas 45.1 % 156 2 2003 Combined Cycle Gas 30.7 % 154 3 2003 Combined Cycle Gas 32.1 % 154 4 2003 Combined Cycle Gas 41.2 % 155 619 Mustang 6 2018 Combustion-Turbine Gas 21.3 % 57 7 2018 Combustion-Turbine Gas 18.2 % 56 8 2017 Combustion-Turbine Gas 12.9 % 58 9 2018 Combustion-Turbine Gas 3.0 % 57 10 2018 Combustion-Turbine Gas 18.7 % 55 11 2018 Combustion-Turbine Gas 10.6 % 58 12 2018 Combustion-Turbine Gas — 57 398 McClain (D) 1 2001 Combined Cycle Gas 28.8 % 375 375 Frontier 1 1989 Combined Cycle Gas 47.8 % 126 126 River Valley 1 1991 Steam-Turbine Coal/Gas 13.5 % 161 2 1991 Steam-Turbine Coal/Gas 19.9 % 160 321 Total Generating Capability (all stations, excluding renewable) 6,440 (A) 2025 Capacity Factor = 2025 Net Actual Generation / (2025 Net Maximum Capacity (Nameplate Rating in MWs) x Period Hours (8,760 Hours)).
Capacity Factors are impacted by events that reduce Net Actual Generation such as outages. The following table presents certain operating data relating to the OG&E's electricity transmission and distribution assets at December 31, 2024.
Capacity Factors are impacted by events that reduce Net Actual Generation such as outages. The following table presents certain operating data relating to the OG&E's electricity transmission and distribution assets at December 31, 2025.
These additions were provided by cash generated from operations, short-term borrowings (through a combination of bank borrowings and commercial paper), long-term borrowings and permanent financings. The additions during this three-year period amounted to 17.6 percent of gross property, plant and equipment (excluding construction work in progress) for both Registrants at December 31, 2024.
These additions were provided by cash generated from operations, short-term borrowings (through a combination of bank borrowings and commercial paper), long-term borrowings and permanent financings. The additions during this three-year period amounted to 17.5 percent of gross property, plant and equipment (excluding construction work in progress) for both Registrants at December 31, 2025.
Item 2. Properties. OG&E owns and operates an interconnected electric generation, transmission and distribution system, located in Oklahoma and western Arkansas, which included 18 generating stations with an aggregate capability of 6,921 MWs at December 31, 2024. The following table presents information with respect to OG&E's electric generating facilities.
Item 2. Properties. OG&E owns and operates an interconnected electric generation, transmission and distribution system, located in Oklahoma and western Arkansas, which included 18 generating stations with an aggregate capability of 6,921 MWs at December 31, 2025. The following table presents information with respect to OG&E's electric generating facilities. Unless otherwise indicated, these electric generating facilities are located in Oklahoma.
Oklahoma Arkansas Transmission system: Substations 55 7 Total capacity (million kV-amps) 15.3 2.9 Structure miles - lines 5,208 347 Distribution system: Substations 351 30 Total capacity (million kV-amps) 11.0 1.0 Structure miles - overhead 29,727 2,810 Miles of underground conduit 3,391 290 Miles of underground conductors 11,863 761 During the three years ended December 31, 2024, both Registrants' gross property, plant and equipment (excluding construction work in progress) additions were $2.9 billion, and gross retirements were $521.6 million.
Oklahoma Arkansas Transmission system: Substations 55 7 Total capacity (million kV-amps) 15.7 2.9 Structure miles - lines 5,208 347 Distribution system: Substations 353 30 Total capacity (million kV-amps) 11.4 1.0 Structure miles - overhead 29,729 2,810 Miles of underground conduit 3,535 296 Miles of underground conductors 11,900 760 During the three years ended December 31, 2025, both Registrants' gross property, plant and equipment (excluding construction work in progress) additions were $3.1 billion, and gross retirements were $621.0 million.
Renewable 2024 Station Year Installed Location Number of Units Fuel Capability Capacity Factor (A) Unit Capability (MW) Station Capability (MW) Crossroads 2011 Canton, OK 98 Wind 15.9 % 2.30 228 Centennial 2007 Laverne, OK 80 Wind 16.1 % 1.50 120 OU Spirit 2009 Woodward, OK 44 Wind 15.3 % 2.30 101 Mustang 2015 Oklahoma City, OK 90 Solar 21.0 % 2 Covington 2018 Covington, OK 4 Solar 20.2 % 2.5 10 Choctaw Nation 2020 Durant, OK 2 Solar 21.2 % 2.5 5 Chickasaw Nation 2020 Davis, OK 2 Solar 23.9 % 2.5 5 Branch 2021 Branch, AR 2 Solar 22.6 % 2.5 5 Durant 2 2022 Durant, OK 2 Solar 24.0 % 2.5 5 Total Generating Capability (renewable) 481 (A) 2024 Capacity Factor = 2024 Net Actual Generation / (2024 Net Maximum Capacity (Nameplate Rating in MWs) x Period Hours (8,784 Hours)).
(D) Represents OG&E's 77 percent ownership interest in the McClain Plant. 27 Renewable 2025 Station Year Installed Location Number of Units Fuel Capability Capacity Factor (A) Unit Capability (MW) Station Capability (MW) Crossroads 2011 Canton, OK 98 Wind 19.1 % 2.3 228 Centennial 2007 Laverne, OK 80 Wind 15.2 % 1.5 120 OU Spirit 2009 Woodward, OK 44 Wind 14.3 % 2.3 101 Mustang 2015 Oklahoma City, OK 90 Solar 18.9 % 2 Covington 2018 Covington, OK 4 Solar 15.7 % 2.5 10 Choctaw Nation 2020 Durant, OK 2 Solar 20.5 % 2.5 5 Chickasaw Nation 2020 Davis, OK 2 Solar 21.9 % 2.5 5 Branch 2021 Branch, AR 2 Solar 15.7 % 2.5 5 Durant 2 2022 Durant, OK 2 Solar 25.0 % 2.5 5 Total Generating Capability (renewable) 481 (A) 2025 Capacity Factor = 2025 Net Actual Generation / (2025 Net Maximum Capacity (Nameplate Rating in MWs) x Period Hours (8,760 Hours)).
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(D) Represents OG&E's 77 percent ownership interest in the McClain Plant. 27 In 2024, OG&E retired Unit 7 located at the Horseshoe Lake station.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeFinancial Statements and Supplementary Data," the Registrants believe that any reasonably possible losses in excess of accrued amounts arising out of pending or threatened lawsuits or claims would not be quantitatively material to their financial statements and would not have a material adverse effect on the Registrants' financial position, results of operations or cash flows. 28 Item 4.
Biggest changeFinancial Statements and Supplementary Data," the Registrants believe that any reasonably possible losses in excess of accrued amounts arising out of pending or threatened lawsuits or claims would not be quantitatively material to their financial statements and would not have a material adverse effect on the Registrants' financial position, results of operations or cash flows. Item 4. Mine Safety Disclosures.
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Mine Safety Disclosures. Not Applicable. 29 PAR T II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 29 Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 30 Item 6. [Reserved] 30 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 31 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 45 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 28 Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 29 Item 6. [Reserved] 29 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 30 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 45 Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeItem 5. Mar ket for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. OGE Energy's common stock is listed for trading on the New York Stock Exchange under the ticker symbol "OGE." At December 31, 2024, there were 11,091 holders of record of OGE Energy's common stock.
Biggest changeItem 5. Mar ket for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. OGE Energy's common stock is listed for trading on the New York Stock Exchange under the ticker symbol "OGE." At December 31, 2025, there were 10,496 holders of record of OGE Energy's common stock.
The graph assumes that the value of the investment in OGE Energy's common stock and each index was $100 as of December 31, 2019, and that all dividends were reinvested.
The graph assumes that the value of the investment in OGE Energy's common stock and each index was $100 as of December 31, 2020, and that all dividends were reinvested.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest change(In millions) 2025 2026 (A) 2027 (A) 2028 (A) 2029 (A) Total Transmission $ 110 $ 195 $ 225 $ 240 $ 240 $ 1,010 Oklahoma distribution 495 665 705 725 775 3,365 Arkansas distribution 25 25 25 25 25 125 Generation reliability 175 155 160 165 165 820 Generation capacity projects 210 35 — — — 245 Technology, fleet & facilities 135 125 135 145 145 685 Total $ 1,150 $ 1,200 $ 1,250 $ 1,300 $ 1,350 $ 6,250 (A) OG&E expects to continually evaluate the capital prioritization for transmission, distribution, technology, and generation investments based on the evolving capacity, reliability, and economic growth needs of the electrical power system. 36 Additional capital expenditures beyond those identified in the table above, 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.
Biggest changeAdditional generation capacity projects will be included in OG&E's capital plan when final preapproval orders are received. 36 Additional capital expenditures beyond those identified in the table above, 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.
Likewise, certain actual or anticipated credits that would otherwise reduce expense 40 can be deferred as regulatory liabilities, based on the expected flowback to customers in future rates. Management's expected recovery of deferred costs and flowback of deferred credits generally results from specific decisions by regulators granting such ratemaking treatment.
Likewise, certain actual or anticipated credits that would otherwise reduce expense can be deferred as regulatory liabilities, based on the expected flowback to customers in future rates. Management's expected recovery of deferred costs and flowback of deferred credits generally results from specific decisions by regulators granting such ratemaking treatment.
These 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.
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.
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 33 one heating degree day. The daily calculations are then totaled for the particular reporting period.
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.
Financing Activities and Future Sources of Financing 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 next three years to meet anticipated cash needs and to fund future growth opportunities.
Financing Activities and Future Sources of Financing Management expects that cash generated from operations, proceeds from the issuance of long- and short-term debt, proceeds from the settlement of the FSAs, sales of common stock to the public through public offerings and OGE Energy's Automatic Dividend Reinvestment and Stock Purchase Plan, or other offerings will be adequate over the next three years to meet anticipated cash needs and to fund future growth opportunities.
(D) The Guaranteed Flat Bill program allows qualifying customers the opportunity to purchase their electricity needs at a set monthly price for an entire year which can result in variances when actual fuel and purchased power prices differ from what is included in Guaranteed Flat Bill rates.
(C) The Guaranteed Flat Bill program allows qualifying customers the opportunity to purchase their electricity needs at a set monthly price for an entire year which can result in variances when actual fuel and purchased power prices differ from what is included in Guaranteed Flat Bill rates.
A more detailed discussion regarding the financial performance for the year ended December 31, 2024 as compared to December 31, 2023 can be found under "Results of Operations" below. A discussion of the financial performance for the year ended December 31, 2023 compared to December 31, 2022 for OGE Energy and OG&E can be found within "Item 7.
A more detailed discussion regarding the financial performance for the year ended December 31, 2025 as compared to December 31, 2024 can be found under "Results of Operations" below. A discussion of the financial performance for the year ended December 31, 2024 compared to December 31, 2023 for OGE Energy and OG&E can be found within "Item 7.
The annual level of investments in the transmission and distribution system could vary depending on the amount and timing of incremental generation capacity investments. Contractual Obligations The following table presents OGE Energy's total contractual obligations for the next five years at December 31, 2024.
The annual level of investments in the transmission and distribution system could vary depending on the amount and timing of incremental generation capacity investments. Contractual Obligations The following table presents OGE Energy's total contractual obligations for the next five years at December 31, 2025.
The following table presents the status of OGE Energy's Pension Plan, the Restoration of Retirement Income Plan and the postretirement benefit plans at December 31, 2024 and 2023.
The following table presents the status of OGE Energy's Pension Plan, the Restoration of Retirement Income Plan and the postretirement benefit plans at December 31, 2025 and 2024.
Regional Haze 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 NO x on these units to the ODEQ.
Regional Haze In July 2020, the ODEQ notified OG&E that the Horseshoe Lake generating units that were in-service at the time 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 NO x on these units to the ODEQ.
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. Mercury and Air Toxics Standards On April 25, 2024, the EPA released the final revised Mercury and Air Toxics Standards regulation with a compliance date in May 2027.
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. Mercury and Air Toxics Standards In April 2024, the EPA released the final revised Mercury and Air Toxics Standards regulation with a compliance date in July 2027.
Treasury notes and bonds and mutual funds, as presented in Note 11 within "Item 8. Financial Statements and Supplementary Data." During 2024, the actual return on the Pension Plan was $11.8 million, compared to an expected return on plan assets of $16.5 million.
Treasury notes and bonds and mutual funds, as presented in Note 11 within "Item 8. Financial Statements and Supplementary Data." During 2025, the actual return on the Pension Plan was $23.3 million, compared to an expected return on plan assets of $16.5 million.
Otherwise, as discussed above, OGE Energy expects to meet these cash requirement needs through cash generated from operations, short-term borrowings and permanent financings. Pension and Postretirement Benefit Plans At December 31, 2024, 22.6 percent of the Pension Plan investments were in listed common stocks with the balance primarily invested in corporate fixed income and other securities, U.S.
Otherwise, as discussed above, OGE Energy expects to meet these cash requirement needs through cash generated from operations, short-term borrowings and permanent financings. Pension and Postretirement Benefit Plans At December 31, 2025, 14.5 percent of the Pension Plan investments were in listed common stocks with the balance primarily invested in corporate fixed income and other securities, U.S.
(Dollars in millions) December 31, 2024 Balance of outstanding supporting letters of credit $ 0.4 Weighted-average interest rate of outstanding supporting letters of credit 1.20 % Net available liquidity under revolving credit agreements, commercial paper borrowings and letters of credit $ 690.3 Balance of cash and cash equivalents $ 0.6 The following table presents information about OGE Energy's total short-term debt activity for the year ended December 31, 2024.
(Dollars in millions) December 31, 2025 Balance of outstanding supporting letters of credit $ 0.4 Weighted-average interest rate of outstanding supporting letters of credit 1.20 % Net available liquidity under revolving credit agreements, commercial paper borrowings and letters of credit $ 867.6 Balance of cash and cash equivalents $ 0.2 The following table presents information about OGE Energy's total short-term debt activity for the year ended December 31, 2025.
The following table presents information about OGE Energy's revolving credit agreements as of December 31, 2024.
The following table presents information about OGE Energy's revolving credit agreements as of December 31, 2025.
Change Impact on Funded Status Actual plan asset returns +/- 1 percent +/- $2.5 million Discount rate +/- 0.25 percent +/- $5.2 million Contributions +/- $10 million +/- $10.0 million Income Taxes The Registrants use the asset and liability method of accounting for income taxes.
Change Impact on Funded Status Actual plan asset returns +/- 1 percent +/- $2.6 million Discount rate +/- 0.25 percent +/- $4.7 million Contributions +/- $10 million +/- $10.0 million Income Taxes The Registrants use the asset and liability method of accounting for income taxes.
In 2024, the Board of Directors reviewed a recommendation from management of an increase in the quarterly dividend to $0.42125 per share from $0.41820 per share and subsequently approved the recommendation to become effective with the dividend payment in October 2024.
In 2025, the Board of Directors reviewed a recommendation from management of an increase in the quarterly dividend to $0.425 per share from $0.42125 per share and subsequently approved the recommendation to become effective with the dividend payment in October 2025.
Water OG&E's operations are subject to the Federal Clean Water Act and comparable state laws and regulations. These laws and regulations impose detailed requirements and strict controls regarding the discharge of pollutants into state and federal waters. In 2015, the EPA issued a final rule addressing the effluent limitation guidelines for power plants under the Federal Clean Water Act.
These laws and regulations impose detailed requirements and strict controls regarding the discharge of pollutants into state and federal waters. In 2015, the EPA issued a final rule addressing the effluent limitation guidelines for power plants under the Federal Clean Water Act.
During 2024, approximately 95 percent of the ash from OG&E's River Valley, Muskogee and Sooner facilities was recovered and reused off-site in various ways, including soil stabilization, landfill cover, road base construction and cement and concrete production. Reusing fly ash reduces the need to manufacture cement resulting in reductions in greenhouse gas emissions from cement and concrete production.
Ash from OG&E's River Valley, Muskogee and Sooner facilities is recovered and reused off-site in various ways, including soil stabilization, landfill cover, road base construction and cement and concrete production. Reusing fly ash reduces the need to manufacture cement resulting in reductions in greenhouse gas emissions from cement and concrete production.
At the present time, based on currently available information, the Registrants believe that any reasonably possible losses in excess of accrued amounts arising out of pending or threatened lawsuits or claims would not be quantitatively material to their financial statements and would not have a material adverse effect on their financial position, results of operations or cash flows.
Financial Statements and Supplementary Data," the Registrants believe that any reasonably possible losses in excess of accrued amounts arising out of pending or threatened lawsuits or claims would not be quantitatively material to their financial statements and would not have a material adverse effect on their financial position, results of operations or cash flows.
OGE Energy Year Ended December 31, (In millions except per share data) 2024 2023 Net income $ 441.5 $ 416.8 Basic average common shares outstanding 200.8 200.3 Diluted average common shares outstanding 201.3 200.9 Basic earnings per average common share $ 2.20 $ 2.08 Diluted earnings per average common share $ 2.19 $ 2.07 Dividends declared per common share $ 1.6789 $ 1.6646 Results by Business Segment Year Ended December 31, (In millions) 2024 2023 Net income: OG&E (Electric Company) $ 469.9 $ 426.4 Other operations (28.4 ) (9.6 ) OGE Energy net income $ 441.5 $ 416.8 32 The following discussion of results of operations for OG&E includes intercompany transactions that are eliminated in OGE Energy's consolidated financial statements.
OGE Energy Year Ended December 31, (In millions except per share data) 2025 2024 Net income $ 470.7 $ 441.5 Basic average common shares outstanding 201.9 200.8 Diluted average common shares outstanding 202.5 201.3 Basic earnings per average common share $ 2.33 $ 2.20 Diluted earnings per average common share $ 2.32 $ 2.19 Dividends declared per common share $ 1.6925 $ 1.6789 Results by Business Segment Year Ended December 31, (In millions) 2025 2024 Net income: OG&E (Electric Company) $ 499.8 $ 469.9 Other operations (29.1 ) (28.4 ) OGE Energy net income $ 470.7 $ 441.5 32 The following discussion of results of operations for OG&E includes intercompany transactions that are eliminated in OGE Energy's consolidated financial statements.
OG&E has the necessary regulatory approvals to incur up to $1.0 billion in short-term borrowings at any one time for a two-year period beginning January 1, 2025 and ending December 31, 2026. Long-Term Debt On May 9, 2024, OGE Energy issued $350.0 million of 5.45 percent senior notes due May 15, 2029.
OG&E has the necessary regulatory approvals to incur up to $1.0 billion in short-term borrowings at any one time for a two-year period beginning January 1, 2025 and ending December 31, 2026. Long-Term Debt On April 1, 2025, OG&E issued $350.0 million of 5.80 percent senior notes due April 1, 2055.
The final rule establishes technology- and performance-based standards that may apply to discharges of six waste streams including bottom ash transport water. In April 2017, the EPA granted a Petition for Reconsideration of the 2015 Rule. On April 25, 2024, the EPA released the final supplemental effluent limitations guidelines rule.
The final rule establishes technology- and performance-based standards that may apply to discharges of six waste streams including bottom ash transport water. In April 2024, the EPA released a supplemental effluent limitations guidelines rule.
Future Material Cash Requirements OGE Energy's primary material cash requirements are related to acquiring or constructing new facilities and replacing or expanding existing facilities at OG&E. Other working capital requirements are expected to be primarily related to maturing debt, operating lease obligations, fuel clause under recoveries and other general corporate purposes. Further, working capital requirements can be seasonal.
Financial Statements and Supplementary Data." Future Material Cash Requirements OGE Energy's primary material cash requirements are related to acquiring or constructing new facilities and replacing or expanding existing facilities at OG&E. Other working capital requirements include items such as maturing debt, operating lease obligations, fuel clause under recoveries and other general corporate purposes. Further, working capital requirements can be seasonal.
(In millions) $ Change Fuel, purchased power and direct transmission expense (A) $ 164.7 Price variance (B) 104.3 Non-residential demand and related revenues (C) 28.1 New customer growth 22.0 Wholesale transmission revenue 8.5 Other (0.1 ) Quantity impacts (includes weather) (1.6 ) Industrial and oilfield sales (3.2 ) Guaranteed Flat Bill program (D) (11.7 ) Change in operating revenues $ 311.0 (A) These expenses are generally recoverable from customers through regulatory mechanisms and are offset in Fuel, Purchased Power and Direct Transmission Expense in the statements of income.
(In millions) $ Change Fuel, purchased power and direct transmission expense (A) $ 183.5 Price variance (B) 66.4 Non-residential demand and related revenues 15.1 New customer growth 11.6 Guaranteed Flat Bill program (C) 7.8 Wholesale transmission revenue 4.8 Other 0.5 Industrial and oilfield sales (1.5 ) Quantity impacts (primarily weather) (D) (13.4 ) Change in operating revenues $ 274.8 (A) These expenses are generally recoverable from customers through regulatory mechanisms and are offset in Fuel, Purchased Power and Direct Transmission Expense in the statements of income.
OGE Energy expects to contribute $10.0 million to the Pension Plan in 2025, of which $5.0 million was contributed in January 2025. OGE Energy could be required to make additional contributions if the value of its pension trust and postretirement benefit plan trust assets are adversely impacted by a major market disruption in the future.
OGE Energy expects to contribute $15.0 million to the Pension Plan in 2026. OGE Energy could be required to make additional contributions if the value of its pension trust and postretirement benefit plan trust assets are adversely impacted by a major market disruption in the future.
The EPA will determine which areas of the country meet the standards, such as making initial attainment and nonattainment designations, no later than two years after new standards are issued. States must develop and submit attainment plans no later than 18 months after the EPA finalizes nonattainment designations.
The EPA will determine which areas of the country meet the standards, such as making initial attainment and nonattainment designations, no later than two years after new standards are issued. States must develop and submit attainment plans no later than 18 months after the EPA finalizes nonattainment designations. Litigation on the final rule is proceeding in the D.C. Circuit.
A coalition of 22 state governors separately requested the EPA to pause implementation of the final rule. The revised NAAQS could impact regional air quality goals and emission limits for emission sources; however, it is unknown at this time what, if any, potential material impacts to OG&E individual operating permit emission limits will result from the EPA actions.
The revised NAAQS could impact regional air quality goals and emission limits for emission sources; however, it is unknown at this time what, if any, potential material impacts to OG&E individual operating permit emission limits will result from the EPA actions.
Management's Discussion and Analysis of Financial Condition and Results of Operations" of the Registrants' 2023 Form 10-K . 31 202 5 Outlook Key assumptions for the 2025 outlook are discussed below.
Management's Discussion and Analysis of Financial Condition and Results of Operations" of the Registrants' 2024 Form 10-K . 202 6 Outlook Key assumptions for the 2026 outlook are discussed below.
During the same time, corporate bond yields, which are used in determining the discount rate for future pension obligations, increased. Funding levels are dependent on returns on plan assets and future discount rates. OGE Energy made a contribution to its Pension Plan of $10.0 million in 2024 and did not make a contribution to its Pension Plan in 2023.
During the same time, corporate bond yields, which are used in determining the discount rate for future pension obligations, decreased. Funding levels are dependent on returns on plan assets and future discount rates. OGE Energy made contributions to its Pension Plan of $13.5 million in 2025 and $10.0 million in 2024.
(A) Changed primarily due to decreased cash received from customers, including cash related to fuel recoveries, and increased interest payments from recent debt issuances, partially offset by decreased vendor payments, including payments for fuel. (B) Changed primarily due to timing of power supply and power delivery projects.
(A) Changed primarily due to increased cash received from customers, including cash related to fuel recoveries, partially offset by increased payments for fuel and purchased power. (B) Changed primarily due to timing of power delivery, power supply and enterprise services projects.
Long-Term Debt Due Within One Year increased $32.4 million, due to the reclassification of the Muskogee industrial authority bonds which matured in January 2025. 2024 Capital Requirements, Sources of Financing and Financing Activities In 2024, OGE Energy's primary sources of capital were cash generated from operations and the proceeds from the issuance of long- and short-term debt.
Long-Term Debt Due Within One Year decreased $32.4 million, or 100.0 percent, due to the repayment of the Muskogee industrial authority bonds that matured in January 2025. 2025 Capital Requirements, Sources of Financing and Financing Activities In 2025, OGE Energy's primary sources of capital were cash generated from operations, the proceeds from the issuance of long- and short-term debt and proceeds from the issuance of common stock.
(Dollars in millions) Year Ended December 31, 2024 Average balance of short-term debt $ 444.8 Weighted-average interest rate of average balance of short-term debt 5.52 % Maximum month-end balance of short-term debt $ 755.7 OG&E must obtain regulatory approval from the FERC in order to borrow on a short-term basis.
(Dollars in millions) Year Ended December 31, 2025 Average balance of short-term debt $ 529.9 Weighted-average interest rate of average balance of short-term debt 4.62 % Maximum month-end balance of short-term debt $ 766.7 OG&E must obtain regulatory approval from the FERC in order to borrow on a short-term basis.
Liquidity and Capital Resources Cash Flows OGE Energy Year Ended December 31 (In millions) 2024 2023 $ Change % Change Net cash provided from operating activities (A) $ 812.8 $ 1,232.3 $ (419.5 ) (34.0) Net cash used in investing activities (B) $ (1,161.2 ) $ (1,272.1 ) $ 110.9 (8.7) Net cash provided from (used in) financing activities (C) $ 348.8 $ (48.1 ) $ 396.9 * * Change is greater than 100 percent.
Liquidity and Capital Resources Cash Flows OGE Energy Year Ended December 31 (In millions) 2025 2024 $ Change % Change Net cash provided from operating activities (A) $ 1,137.1 $ 812.8 $ 324.3 39.9 Net cash used in investing activities (B) $ (1,126.6 ) $ (1,161.2 ) $ 34.6 (3.0) Net cash (used in) provided from financing activities (C) $ (10.9 ) $ 348.8 $ (359.7 ) * * Change is greater than 100 percent.
Security Ratings Moody's Investors Service S&P's Global Ratings Fitch Ratings Rating Outlook Rating Outlook Rating Outlook OG&E Senior Notes A3 Stable A- Stable A Stable OG&E Commercial Paper P2 Stable A2 Stable F2 Stable OGE Energy Senior Notes Baa1 Stable BBB Stable BBB+ Stable OGE Energy Commercial Paper P2 Stable A2 Stable F2 Stable Access to reasonably priced capital is dependent in part on credit and security ratings.
In 2026, OG&E expects to issue approximately $300 million in long-term debt to help fund general operating needs. 38 Security Ratings Moody's Investors Service S&P's Global Ratings Fitch Ratings Rating Outlook Rating Outlook Rating Outlook OG&E Senior Notes A3 Negative A- Negative A Stable OG&E Commercial Paper P2 Negative A2 Negative F2 Stable OGE Energy Senior Notes Baa1 Negative BBB Stable BBB+ Stable OGE Energy Commercial Paper P2 Negative A2 Stable F2 Stable Access to reasonably priced capital is dependent in part on credit and security ratings.
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. 44 In September 2022, the USFWS published a proposal to list the Tricolored Bat as endangered under the Endangered Species Act.
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.
OG&E (Electric Company) Year Ended December 31 (Dollars in millions) 2024 2023 Operating revenues $ 2,985.3 $ 2,674.3 Fuel, purchased power and direct transmission expense 1,076.4 911.7 Other operation and maintenance 514.1 505.0 Depreciation and amortization 539.5 506.6 Taxes other than income 109.7 99.4 Operating income 745.6 651.6 Allowance for equity funds used during construction 25.5 19.4 Other net periodic benefit income (expense) (1.6 ) 6.5 Other income 12.5 23.9 Other expense 4.5 6.3 Interest expense 214.4 199.9 Income tax expense 93.2 68.8 Net income $ 469.9 $ 426.4 Operating revenues by classification: Residential $ 1,148.5 $ 1,040.4 Commercial 839.1 688.4 Industrial 254.1 240.5 Oilfield 227.7 211.9 Public authorities and street light 262.0 234.9 System sales revenues 2,731.4 2,416.1 Provision for rate refund and tax refund (3.0 ) 2.0 Integrated market 74.5 71.6 Transmission 152.9 143.0 Other 29.5 41.6 Total operating revenues $ 2,985.3 $ 2,674.3 MWh sales by classification (In millions) Residential 9.8 9.6 Commercial 10.5 8.5 Industrial 4.2 4.2 Oilfield 4.4 4.4 Public authorities and street light 3.1 3.0 System sales 32.0 29.7 Integrated market 0.8 0.8 Total sales 32.8 30.5 Number of customers 906,952 896,102 Weighted-average cost of energy per kilowatt-hour (In cents) Natural gas 2.640 2.976 Coal 3.083 3.385 Total fuel 2.637 2.926 Total fuel and purchased power 3.139 2.837 Degree days (A) Heating - Actual 2,791 3,092 Heating - Normal 3,568 3,568 Cooling - Actual 2,313 2,215 Cooling - Normal 1,893 1,893 (A) Degree days are calculated as follows: The high and low degrees of a particular day are added together and then averaged.
OG&E (Electric Company) Year Ended December 31 (Dollars in millions) 2025 2024 Operating revenues $ 3,260.1 $ 2,985.3 Fuel, purchased power and direct transmission expense 1,259.9 1,076.4 Other operation and maintenance 531.0 514.1 Depreciation and amortization 559.8 539.5 Taxes other than income 109.4 109.7 Operating income 800.0 745.6 Allowance for equity funds used during construction 26.0 25.5 Other net periodic benefit expense 10.3 1.6 Other income 17.3 12.5 Other expense 2.6 4.5 Interest expense 225.5 214.4 Income tax expense 105.1 93.2 Net income $ 499.8 $ 469.9 Operating revenues by classification: Residential $ 1,205.8 $ 1,148.5 Commercial 978.2 839.1 Industrial 265.3 254.1 Oilfield 242.8 227.7 Public authorities and street light 276.1 262.0 System sales revenues 2,968.2 2,731.4 Provision for rate refund 3.0 (3.0 ) Integrated market 91.6 74.5 Transmission 159.4 152.9 Other 37.9 29.5 Total operating revenues $ 3,260.1 $ 2,985.3 MWh sales by classification (In millions) Residential 9.7 9.8 Commercial 12.4 10.5 Industrial 4.1 4.2 Oilfield 4.3 4.4 Public authorities and street light 3.1 3.1 System sales 33.6 32.0 Integrated market 0.8 0.8 Total sales 34.4 32.8 Number of customers 913,305 906,952 Weighted-average cost of energy per kilowatt-hour (In cents) Natural gas 3.911 2.640 Coal 2.744 3.083 Total fuel 3.343 2.637 Total fuel and purchased power 3.502 3.139 Degree days (A) Heating - Actual 3,052 2,791 Heating - Normal 3,572 3,568 Cooling - Actual 2,060 2,313 Cooling - Normal 1,890 1,893 (A) Degree days are calculated as follows: The high and low degrees of a particular day are added together and then averaged.
Regulatory Assets and Liabilities OG&E, as a regulated electric company, is subject to accounting principles for certain types of rate-regulated activities, which provide that certain incurred costs that would otherwise be charged to expense can be deferred as regulatory assets, based on the expected recovery from customers in future rates.
If, in management's opinion, the Registrants have incurred a probable loss as set forth by GAAP, an estimate is made of the loss, and the appropriate accounting entries are reflected in the financial statements. 40 Regulatory Assets and Liabilities OG&E, as a regulated electric company, is subject to accounting principles for certain types of rate-regulated activities, which provide that certain incurred costs that would otherwise be charged to expense can be deferred as regulatory assets, based on the expected recovery from customers in future rates.
(C) Changed primarily due to OGE Energy's $350.0 million senior notes issuance in May 2024 and OG&E's $350.0 million senior notes issuance in August 2024, partially offset by a decrease in commercial paper borrowings. Working Capital Working capital is defined as the difference in current assets and current liabilities.
(C) Changed primarily due to a decrease in senior notes issuances in 2025 compared to 2024 and a decrease in commercial paper borrowings, partially offset by the equity issuance in November 2025. Working Capital Working capital is defined as the difference in current assets and current liabilities.
The calculation of heating and cooling degree normal days is based on a 30-year average and updated every ten years. OG&E's net income increased $43.5 million, or 10.2 percent, in 2024 as compared to 2023. The following section discusses the primary drivers for the increase in net income in 2024 as compared to 2023.
The calculation of heating and cooling degree normal days is based on a 30-year average and weighted on a jurisdictional split. 33 OG&E's net income increased $29.9 million, or 6.4 percent, in 2025 as compared to 2024. The following section discusses the primary drivers for the increase in net income in 2025 as compared to 2024.
The proceeds from this issuance were added to OG&E's general funds to be used for repayment of short-term debt and borrowings under OG&E's revolving credit agreement, and to fund OG&E's capital investment program and working capital needs. In 2025, OG&E expects to issue $300 million to $350 million in long-term debt to help fund general operating needs.
The proceeds from this issuance were added to OG&E's general funds and used for the repayment of short-term debt and borrowings under its revolving credit facility, and to fund OG&E's capital investment program and working capital needs.
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.
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.
(In millions) $ Change Fuel expense (A) $ (1.6 ) Purchased power costs: Purchases from SPP (B) 119.1 Capacity (C) 29.2 Wind 5.4 Other 9.6 Transmission expense 3.0 Change in fuel, purchased power and direct transmission expense $ 164.7 (A) Decreased primarily due to lower fuel costs related to the generating assets utilized during 2024.
(In millions) $ Change Fuel expense (A) $ 73.5 Purchased power costs: Purchases from SPP (B) 86.5 Other 7.3 Capacity 4.4 Wind 0.5 Transmission expense 11.3 Change in fuel, purchased power and direct transmission expense $ 183.5 (A) Increased primarily due to higher fuel costs related to the generating assets utilized during 2025.
New Source Performance Standards On December 13, 2024, the EPA published in the Federal Register a proposed rule that would revise the new source performance standards regulating NO x and SO 2 emissions from new, modified, and reconstructed stationary combustion turbines. The EPA is proposing more stringent NO x emissions standards and to retain the existing SO 2 standards.
New Source Performance Standards In December 2024, the EPA published in the Federal Register a proposed rule that would revise the new source performance standards regulating NO x and SO 2 emissions from new, modified, and reconstructed stationary combustion turbines. OG&E participated with trade associations to submit comments on the proposed rule on April 15, 2025.
If the assessment indicates that a potential loss is not probable but reasonably possible, the nature of the contingent matter, together with an estimate of the range of possible loss, if determinable and material, would be disclosed.
If the assessment indicates that a potential loss is not probable but reasonably possible, the nature of the contingent matter, together with an estimate of the range of possible loss, if determinable and material, would be disclosed. At the present time, based on currently available information, except as disclosed in Note 13 within "Item 8.
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.
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.
OGE Energy is projected to earn approximately $447 million to $471 million, or $2.21 to $2.33 per average diluted share, with a midpoint of $459 million, or $2.27 per average diluted share in 2025 and is based off the following assumptions: • OGE Energy forecasts earnings for OG&E of $491 million, or $2.43 per average diluted share; • OGE Energy forecasts a loss of $32 million for other operations (primarily the holding company), or a loss of $0.16 per average diluted share; • OG&E experiences normal weather patterns for the year; OG&E has significant seasonality in its earnings; OG&E typically shows minimal earnings in the first and fourth quarters with a majority of its earnings in the third quarter due to the seasonal nature of air conditioning demand; • total retail load growth of approximately 7.5 percent to 9.5 percent; • operating expenses of approximately $1.205 billion to $1.217 billion, with operation and maintenance expenses comprising approximately 44 percent of the total; • net interest expense of approximately $281 million to $284 million which assumes a $15 million allowance for borrowed funds used during construction reduction to interest expense, and assumes a debt issuance at OG&E of $300 million to $350 million; • other income of approximately $16 million including $18 million of allowance for equity funds used during construction; • an effective consolidated tax rate of approximately 16.5 percent; and • approximately 202.1 million average diluted shares outstanding.
OGE Energy is projected to earn approximately $494 million to $514 million, or $2.38 to $2.48 per average diluted share, with a midpoint of approximately $504 million, or $2.43 per average diluted share in 2026 and is based off the following assumptions: • OGE Energy forecasts earnings for OG&E of approximately $533 million, or $2.57 per average diluted share; • OGE Energy forecasts a loss of approximately $30 million for other operations (primarily the holding company), or a loss of $0.14 per average diluted share; • OG&E experiences normal weather patterns for the year; OG&E has significant seasonality in its earnings; OG&E typically shows minimal earnings in the first and fourth quarters with a majority of its earnings in the third quarter due to the seasonal nature of air conditioning demand; • total retail load growth of approximately 4 to 6 percent; • operating expenses of approximately $1.228 billion to $1.238 billion, with operation and maintenance expenses comprising approximately 45 percent of the total; • net interest expense of approximately $256 million to $261 million which assumes a $14 million allowance for borrowed funds used during construction reduction to interest expense, and assumes a debt issuance at OG&E of approximately $300 million; • other income of approximately $24 million including $26 million of allowance for equity funds used during construction; • an effective consolidated tax rate of approximately 16.8 percent; and • approximately 207.3 million average diluted shares outstanding. 31 Results of Operations The following discussion and analysis presents factors that affected the Registrants' results of operations for the years ended December 31, 2025 and 2024 and the Registrants' financial positions at December 31, 2025 and 2024.
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.
The ODEQ submitted a revised SIP to the EPA in August 2022. In February 2026, the EPA proposed to approve the Oklahoma SIP revision, and a 2024 consent decree requires the EPA to take final action no later than December 31, 2026.
The increase in net income of $24.7 million, or $0.12 per diluted share, in 2024 as compared to 2023 is further discussed below. • An increase in net income at OG&E of $43.5 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 primarily by load growth and recovery of capital investments, partially offset by higher depreciation and amortization expense driven by additional assets being placed into service, higher income tax expense, higher interest expense driven by borrowings under OG&E's revolving credit agreement and senior notes issuances in August 2024 and April 2023, and lower other income. • An increase in net loss of other operations (holding company) of $18.8 million, or $0.09 per diluted share of OGE Energy's common stock, was primarily due to higher interest expense driven by borrowings under OGE Energy's revolving credit agreement and OGE Energy's senior notes issuance in May 2024, as well as lower net other income.
The increase in net income of $29.2 million, or $0.13 per diluted share, in 2025 as compared to 2024 is further discussed below. • An increase in net income at OG&E of $29.9 million, or $0.14 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 depreciation and amortization expense driven by additional assets being placed into service, operation and maintenance expense, income tax expense, and interest expense driven by OG&E's senior notes issuances in August 2024 and April 2025. • An increase in net loss of other operations of $0.7 million, or $0.01 per diluted share of OGE Energy's common stock, 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 and a higher income tax benefit.
The amounts in Accumulated Other Comprehensive Loss and those recorded as a regulatory asset represent a net periodic benefit cost to be recognized in the statements of income in future periods. 37 Pension Plan Restoration of Retirement Income Plan Postretirement Benefit Plans December 31 (In millions) 2024 2023 2024 2023 2024 2023 Benefit obligations $ 303.1 $ 303.7 $ 7.0 $ 5.5 $ 98.1 $ 103.3 Fair value of plan assets 246.9 243.7 — — 30.0 32.7 Funded status at end of year $ (56.2 ) $ (60.0 ) $ (7.0 ) $ (5.5 ) $ (68.1 ) $ (70.6 ) Common Stock Dividends OGE Energy's dividend policy is reviewed by the Board of Directors at least annually and is based on numerous factors, including management's estimation of the long-term earnings power of its businesses.
Pension Plan Restoration of Retirement Income Plan Postretirement Benefit Plans December 31 (In millions) 2025 2024 2025 2024 2025 2024 Benefit obligations $ 315.2 $ 303.1 $ 9.3 $ 7.0 $ 90.4 $ 98.1 Fair value of plan assets 262.2 246.9 — — 28.4 30.0 Funded status at end of year $ (53.0 ) $ (56.2 ) $ (9.3 ) $ (7.0 ) $ (62.0 ) $ (68.1 ) 37 Common Stock Dividends OGE Energy's dividend policy is reviewed by the Board of Directors at least annually and is based on numerous factors, including management's estimation of the long-term earnings power of its businesses.
We believe our cash flows from operations, existing borrowing capacity, and access to debt and equity capital markets as needed, should be sufficient to satisfy our material cash requirements over the short-term and long-term. Capital Expenditures The following table presents OGE Energy's estimates of capital expenditures for the years 2025 through 2029.
OGE Energy believes its cash flows from operations, existing borrowing capacity, and access to debt and equity capital markets as needed, should be sufficient to satisfy our material cash requirements over the short-term and long-term.
Effective December 1, 2009, OGE Energy's Pension Plan is no longer being offered to employees hired on or after December 1, 2009. OGE Energy also has defined benefit postretirement plans that cover certain employees, including OG&E's employees hired prior to February 1, 2020.
Financial Statements and Supplementary Data." Pension and Postretirement Plan Assumptions OGE Energy has a Pension Plan that covers certain employees, including OG&E's employees, hired before December 1, 2009. Effective December 1, 2009, OGE Energy's Pension Plan is no longer being offered to employees hired on or after December 1, 2009.
Operating revenues increased $311.0 million, or 11.6 percent, primarily driven by the below factors.
Operating revenues increased $274.8 million, or 9.2 percent, primarily driven by the below factors.
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. Cross State Air Pollution Rule The EPA revised the NAAQS for ozone in 2015.
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.
Financial Statements and Supplementary Data." (In millions) 2025 2026 2027 2028 2029 Total Total contractual obligations $ 443.2 $ 261.6 $ 436.9 $ 629.4 $ 478.7 $ 2,249.8 Amounts recoverable through fuel adjustment clause and other regulatory mechanisms (A) (230.4 ) (181.0 ) (175.2 ) (123.3 ) (122.5 ) (832.4 ) Total contractual obligations, net $ 212.8 $ 80.6 $ 261.7 $ 506.1 $ 356.2 $ 1,417.4 (A) Includes expected recoveries of costs incurred for OG&E's railcar operating lease obligations, OG&E's minimum fuel purchase commitments, OG&E's expected wind purchase commitments and OG&E's capacity agreements.
Financial Statements and Supplementary Data." (In millions) 2026 2027 2028 2029 2030 Total Total contractual obligations $ 425.4 $ 917.6 $ 768.0 $ 524.1 $ 758.6 $ 3,393.7 Amounts recoverable through fuel adjustment clause and other regulatory mechanisms (A) (274.0 ) (173.1 ) (158.0 ) (149.4 ) (149.5 ) (904.0 ) Total contractual obligations, net $ 151.4 $ 744.5 $ 610.0 $ 374.7 $ 609.1 $ 2,489.7 (A) Includes expected recoveries of costs incurred for OG&E's railcar operating lease obligations, OG&E's minimum fuel purchase commitments, OG&E's expected wind purchase commitments and OG&E's capacity agreements.
Common Stock OGE Energy expects to issue between $15 million to $25 million of common stock from its Automatic Dividend Reinvestment and Stock Purchase Plan in 2025. See Note 8 within "Item 8. Financial Statements and Supplementary Data" for a discussion of OGE Energy's common stock activity.
Common Stock OGE Energy expects to issue between $15 million to $25 million of common stock from its Automatic Dividend Reinvestment and Stock Purchase Plan in 2026.
Particulate Matter NAAQS On February 7, 2024, the EPA issued a final rule resulting from its reconsideration of the primary (health-based) and secondary (welfare-based) NAAQS for PM, which were set in 2013 and which the EPA declined to revise in 2020.
As only future, currently unknown activities are affected by this regulation, it is unknown what potential material impacts, if any, there will be from this final action by EPA. 42 Particulate Matter NAAQS In February 2024, the EPA issued a final rule resulting from its reconsideration of the primary (health-based) and secondary (welfare-based) NAAQS for PM, which were set in 2013 and which the EPA declined to revise in 2020.
Known trends and contingencies of a material nature are discussed to the extent considered relevant.
The following information should be read in conjunction with the financial statements and notes thereto. Known trends and contingencies of a material nature are discussed to the extent considered relevant.
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.
For new natural gas-fired combustion turbines commencing construction after May 23, 2023, the 2024 GHG rules establish three subcategories—baseload, intermediate-load, and low-load—based on capacity factor thresholds, all of which are subject to efficiency requirements.
Such rating may be subject to revision or withdrawal at any time by the credit rating agency, and each rating should be evaluated independently of any other rating.
Such rating may be subject to revision or withdrawal at any time by the credit rating agency, and each rating should be evaluated independently of any other rating. On April 14, 2025, Moody's Investors Service revised their ratings outlook on both OGE Energy and OG&E from stable to negative.
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.
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. In April 2025, the EPA extended the compliance deadline to July 8, 2029.
The final rule was published in the Federal Register on March 6, 2024. Litigation on the final rule is proceeding in the D.C. Circuit. A coalition of 24 states, including Oklahoma, filed challenges to the final rule, and a separate coalition of states and other stakeholders filed to intervene in these challenges on behalf of the EPA.
A coalition of 24 states, including Oklahoma, filed challenges to the final rule, and a separate coalition of states and other stakeholders filed to intervene in these challenges on behalf of the EPA. A coalition of 22 state governors separately requested the EPA to pause implementation of the final rule.
This use of treated municipal effluent offsets the need for fresh water as cooling water, making fresh water available for other beneficial uses like drinking water, irrigation and recreation.
OG&E has made investments in its infrastructure at Redbud and McClain that have led to OG&E's use of treated municipal effluent for cooling water at each plant, which offsets the need for fresh water as cooling water, making fresh water available for other beneficial uses like drinking water, irrigation and recreation.
In 2024, OG&E obtained refunds of $2.5 million from the recycling of scrap metal, salvaged transformers and used transformer oil. This figure does not include the additional savings gained through the reduction and/or avoidance of disposal costs and the reduction in material purchases due to the reuse of existing materials. Similar savings are anticipated in future years.
This figure does not include the additional savings gained through the reduction and/or avoidance of disposal costs and the reduction in material purchases due to the reuse of existing materials. Similar savings are anticipated in future years. Water OG&E's operations are subject to the Federal Clean Water Act and comparable state laws and regulations.
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.
However, in January 2023, the EPA disapproved the SIPs 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.
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 $164.7 million, or 18.1 percent, primarily driven by the below factors.
OG&E's fuel, purchased power and direct transmission expense increased $183.5 million, or 17.0 percent, primarily driven by the below factors.
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.
Under these rules, existing coal-fired units that intend to operate beyond 2039 must achieve 90 percent carbon capture by 2032. Units that plan to operate until 2039 must co-fire with natural gas at 40 percent by 2030. Units that retire by 2032 are exempt from these requirements.
OG&E has completed installation of dry bottom ash handling technology at an affected facility and is evaluating options at another affected facility to comply with the final rule by the December 31, 2029 compliance date.
OG&E's installation of dry bottom ash handling technology at an affected facility complies with the 2024 rule requiring facilities to cease 44 discharging bottom ash transport water. OG&E is evaluating compliance options at another affected facility, and in December 2025, the EPA published a final rule revising the deadline to cease bottom ash transport water discharge to December 31, 2034.
Interest expense increased $14.5 million, or 7.3 percent, primarily due to the $200.0 million in borrowings under OG&E's revolving credit agreement during the second and third quarters of 2024, the $350.0 million senior notes issuance in August 2024, and the $350.0 million senior notes issuance in April 2023. These borrowings were used to support OG&E's growing asset base.
Interest expense increased $11.1 million, or 5.2 percent, primarily due to the $350.0 million in senior notes issuance in April 2025 and the full year effect of the issuance of $350.0 million in senior notes 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.
Changes to these assumptions and estimates could have a material effect on the Registrants' financial statements. However, the Registrants believe they have taken reasonable positions where assumptions and estimates are used in order to minimize the negative financial impact to the Registrants that could result if actual results vary from the assumptions and estimates.
However, the Registrants believe they have taken reasonable positions where assumptions and estimates are used in order to minimize the negative financial impact to the Registrants that could result if actual results vary from the assumptions and estimates. 39 In management's opinion, the areas where the most significant judgment is exercised include the determination of pension and postretirement plan assumptions, income taxes, contingency reserves, and regulatory assets and liabilities.
(B) Increased primarily due to higher market prices and increased MWhs purchased during 2024. (C) Increased primarily due to capacity agreements in order for OG&E to meet generation requirements.
(B) Increased primarily due to higher market prices and increased MWhs purchased during 2025.
Based on estimates from the American Coal Ash Association, OG&E fly ash reuse helped avoid over approximately 4 million tons of CO 2 emissions in the last 16 years. OG&E has sought and will continue to seek pollution prevention opportunities and to evaluate the effectiveness of its waste reduction, reuse and recycling efforts.
OG&E has sought and will continue to seek pollution prevention opportunities and to evaluate the effectiveness of its waste reduction, reuse and recycling efforts. In 2025, OG&E obtained refunds of $2.2 million from the recycling of scrap metal, salvaged transformers and used transformer oil.
The Registrants discuss their significant accounting policies, including those that do not require management to make difficult, subjective or complex judgments or estimates, in Note 1 within "Item 8. Financial Statements and Supplementary Data." Pension and Postretirement Plan Assumptions OGE Energy has a Pension Plan that covers certain employees, including OG&E's employees, hired before December 1, 2009.
The selection, application and disclosure of the following critical accounting estimates have been discussed with the Audit Committee of OGE Energy's Board of Directors. The Registrants discuss their significant accounting policies, including those that do not require management to make difficult, subjective or complex judgments or estimates, in Note 1 within "Item 8.
OG&E also submitted its final 2024 IRP for Oklahoma and Arkansas in March 2024 and is currently reviewing proposals submitted in this process. These matters, as well as other regulatory matters, are discussed in Note 14 within "Item 8.
OG&E also issued its 2025 IRP to the OCC and APSC and has filed for and/or received preapproval, in both Oklahoma and Arkansas, of certain generation and capacity investments identified by OG&E's IRP and related request for proposals process. These matters, as well as other regulatory matters, are discussed in Note 14 within "Item 8.
The primary drivers of the changes in fuel, purchased power and direct transmission expense during the period are further detailed in the table below.
The primary drivers of the changes in fuel, purchased power and direct transmission expense during the period are further detailed in the table below. (B) 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.
At this time, it is not anticipated that any associated liability will cause a significant impact to OG&E.
No associated liability is expected to significantly impact OG&E at this time.
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.
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.
Accounts Receivable and Accrued Unbilled Revenues increased $33.7 million, or 12.0 percent, primarily due to an increase in billings to OG&E's retail customers reflecting higher usage in 2024 and new rates as approved in the Oklahoma general rate review interim order received in November 2024.
The following discussion addresses changes in OGE Energy's working capital balances at December 31, 2025 compared to December 31, 2024. Accounts Receivable and Accrued Unbilled Revenues increased $108.8 million, or 34.5 percent, primarily due to an increase in billings to OG&E's retail customers reflecting higher usage in 2025 compared to 2024 and receivables related to customer connections.
Fuel Clause Under Recoveries increased $112.7 million and Fuel Clause Over Recoveries decreased $11.2 million, or 54.6 percent, primarily due to lower recoveries from OG&E retail customers as compared to the actual cost of fuel and purchased power. 35 Other Current Assets increased $30.1 million, or 51.2 percent, primarily due to an increase in SPP deposits, the SPP transmission formula rate true-up and under-recovered riders.
Fuel Inventories decreased $36.3 million, or 24.5 percent, primarily due to net withdrawals of coal and natural gas, as well as a decrease in coal prices. Fuel Clause Recoveries changed $130.5 million from an under recovery to an over recovery, primarily due to higher recoveries from OG&E retail customers as compared to the actual cost of fuel and purchased power.
However, OG&E preliminarily estimates 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 42 period following effectiveness of the FIP.
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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeYear Ended December 31 (Dollars in millions) 2025 2026 2027 2028 2029 Thereafter Total 12/31/24 Fair Value OGE Energy (holding company) fixed-rate debt (A): Principal amount $ — $ — $ — $ — $ 350.0 $ — $ 350.0 $ 355.7 Weighted-average interest rate — % — % — % — % 5.45 % — % 5.45 % OGE Energy (holding company) variable-rate debt (A): Principal amount $ — $ — $ 60.0 $ — $ — $ — $ 60.0 $ 60.0 Weighted-average interest rate — % — % 5.53 % — % — % — % 5.53 % OG&E fixed-rate debt (A): Principal amount $ — $ — $ 125.0 $ 500.0 $ — $ 3,921.7 $ 4,546.7 $ 4,183.9 Weighted-average interest rate — % — % 6.65 % 4.34 % — % 4.74 % 4.75 % OG&E variable-rate debt (B): Principal amount $ 32.4 $ — $ 56.0 $ — $ — $ 47.0 $ 135.4 $ 135.4 Weighted-average interest rate 3.75 % — % 3.65 % — % — % 3.65 % 3.67 % (A) Prior to or when these debt obligations mature, the Registrants may refinance all or a portion of such debt at then-existing market interest rates which may be more or less than the interest rates on the maturing debt.
Biggest changeYear Ended December 31 (Dollars in millions) 2026 2027 2028 2029 2030 Thereafter Total 12/31/25 Fair Value OGE Energy (holding company) fixed-rate debt (A): Principal amount $ — $ — $ — $ 350.0 $ — $ — $ 350.0 $ 362.5 Weighted-average interest rate — % — % — % 5.45 % — % — % 5.45 % OGE Energy (holding company) variable-rate debt (A): Principal amount $ — $ 60.0 $ — $ — $ — $ — $ 60.0 $ 60.0 Weighted-average interest rate — % 4.89 % — % — % — % — % 4.89 % OG&E fixed-rate debt (A): Principal amount $ — $ 125.0 $ 500.0 $ — $ 600.0 $ 3,671.5 $ 4,896.5 $ 4,653.8 Weighted-average interest rate — % 6.65 % 4.34 % — % 3.28 % 5.08 % 4.82 % OG&E variable-rate debt (B): Principal amount $ — $ 56.0 $ — $ — $ — $ 47.0 $ 103.0 $ 103.0 Weighted-average interest rate — % 2.40 % — % — % — % 2.40 % 2.40 % (A) Prior to or when these debt obligations mature, the Registrants may refinance all or a portion of such debt at then-existing market interest rates which may be more or less than the interest rates on the maturing debt.
The Registrants' exposure to changes in interest rates relates primarily to variable-rate debt, commercial paper and future long-term debt issuances. The 45 Registrants are exposed to commodity prices in their operations to the extent any fuel price changes are not recovered in customer rates. Risk Oversight Committee The Registrants manage market risks using a risk committee structure.
The Registrants' exposure to changes in interest rates relates primarily to variable-rate debt, commercial paper and future long-term debt issuances. The Registrants are exposed to commodity prices in their operations to the extent any fuel price changes are not recovered in customer rates. Risk Oversight Committee The Registrants manage market risks using a risk committee structure.
Interest rate derivatives would be used solely to modify interest rate exposure and not to modify the overall leverage of the debt portfolio, but the Registrants have no intent at this time to utilize interest rate derivatives. 46 The fair value of the Registrants' long-term debt is based on quoted market prices and estimates of current rates available for similar issues with similar maturities or by calculating the net present value of the monthly payments discounted by the Registrants' current borrowing rate.
Interest rate derivatives would be used solely to modify interest rate exposure and not to modify the overall leverage of the debt portfolio, but the Registrants have no intent at this time to utilize interest rate derivatives. 45 The fair value of the Registrants' long-term debt is based on quoted market prices and estimates of current rates available for similar issues with similar maturities or by calculating the net present value of the monthly payments discounted by the Registrants' current borrowing rate.
In 2024, this committee and the Registrants' management applied a holistic perspective of risk assessment and application of its strategies and policies to manage the Registrants' overall financial performance.
In 2025, this committee and the Registrants' management applied a holistic perspective of risk assessment and application of its strategies and policies to manage the Registrants' overall financial performance.
(B) A hypothetical change of 100 basis points in the underlying variable interest rate incurred by OG&E would change interest expense by $1.4 million annually. 47
(B) A hypothetical change of 100 basis points in the underlying variable interest rate incurred by OG&E would change interest expense by $1.0 million annually. 46

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