OGE 10-K & 10-Q changes, risk factors and insider trading
Oge Energy Corp. · NYSE · Electric Services · CIK 1021635 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Largest changes
We cannot assure you that any of the current credit ratings of the Registrants will remain in effect for any given period of time or that a rating will not be lowered or withdrawn entirely by a rating agency if, in its judgment, circumstances so warrant. 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. 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. 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.see in full comparison
“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. 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.”see in full comparison
“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. …”see in full comparison
“Beginning December 2022, the Registrants began utilizing SOFR for their credit facility reference rate. 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. 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. …”see in full comparison
“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. 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. This potential upward pressure could decrease the capacity available in OG&E's rates for other projects.”see in full comparison
In addition, to the extent that any climate change adversely affects the national or regional economic health through physical impacts or increased rates caused by the inclusion of additional regulatory costs, CO2 taxes or imposed costs, OGE Energy and its affiliates may be adversely impacted.see in full comparisonThere 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. 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.To the extent financial markets view climate change and emissions of greenhouse gases as a financial risk, this could negatively affect our ability to access capital markets or cause us to receive less than ideal terms and conditions.
Full comparison: every changed paragraph (18)
OG&E operates in Oklahoma and western Arkansas and is subject to rate regulation by the OCC and the APSC, in addition to FERC regulation of its transmission activities and any wholesale sales. 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 ourthe authorized returncost onof equity,capital, may harm our financial position and results of operations.
Recent environmental regulations may also impact our plan to comply with potential additional changes to the SPP’s planning reserve margin and, as further discussed in Note 14 within "Item 8. 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. We may be constrained by the ability to procure resources or labor that is needed to construct projects on time and at a reasonable price, which could significantly impact the extent to which we can successfully comply with these proposed environmental regulations and SPP requirements.
In addition to the potential for physical risk related to climate changerisks (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. These risks are often interconnected, representing policy and regulatory changes, technology and market risks, and risks to our reputation and financial performance.
Potential regulation associated with climate change legislation could pose financial risks to OGE Energy and its affiliates. Potential legislation and regulation as discussed above, could result in enforceable greenhouse gas emission reduction requirements that could lead to increased compliance costs for OGE Energy and its affiliates. For example, inAlthough May 2024, the2024 EPA finalizedregulations rules to reducereducing 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 rulesunits are currently under judicial reviewreview, andthey could ultimately be upheld, modified, or overturned. 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.
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-efficientlong-duration energy storage is still in development. Other technology risks include the need for significant upfront financial investments, lengthy development timelines, and the uncertainty of integration and scalability across our entire service territory.
In addition, to the extent that any climate change adversely affects the national or regional economic health through physical impacts or increased rates caused by the inclusion of additional regulatory costs, CO2 taxes or imposed costs, OGE Energy and its affiliates may be adversely impacted. 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. 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. To the extent financial markets view climate change and emissions of greenhouse gases as a financial risk, this could negatively affect our ability to access capital markets or cause us to receive less than ideal terms and conditions.
Our business plan calls for extensive investments in capital improvements and additions in OG&E, including modernizing existing infrastructure as well as other initiatives. Significant portions of OG&E's facilities were constructed many years ago. 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 andAct, Inflation Reduction ActAct, and "One Big Beautiful Bill" present opportunities for federal grantsgrants, loans and tax incentives intendedaimed toat hastenelectrical theinfrastructure future economy-wide deployment of various greenhouse gas emission reducing technologies and approaches.development. 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 thisthese Act,Acts. however,For underawarded thegrants Trump Administration, the status of additionalwhere funding underhas thesenot Actsyet been received, there is unclearno atguarantee thisthat time.funding will materialize. We expect to typically be responsible for any project costs not covered by grantsfederal funding on further investments related to thisthese Act.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. 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. While OG&E may seek to limit the impact of any denied recovery by attempting to reduce the scope of its capital investment, there can be no assurance as to the effectiveness of any such mitigation efforts, particularly with respect to previously incurred costs and commitments.
This could adversely affect the Registrants' financial position and results of operations. While OG&E may seek to limit the impact of any denied recovery by attempting to reduce the scope of its capital investment, there can be no assurance as to the effectiveness of any such mitigation efforts, particularly with respect to previously incurred costs and commitments.
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. 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. This potential upward pressure could decrease the capacity available in OG&E's rates for other projects.
The occurrence of any of these events, if not fully covered by insurance or if insurance is not available to us, could have a material effect on our financial position and results of operations. Further, when unplanned maintenance work is required on power plants or other equipment, OG&E will not only incur unexpected maintenance expenses, but it may also have to make spot market purchases of replacement electricity that could exceed OG&E's costs of generation,generation or be forced to retire a generation unit if the cost or timing of the maintenance is not reasonable and prudent. If OG&E is unable to recover any of these increased costs in rates, it could have a material adverse effect on our financial performance.
Security threats continue to evolve and adapt.adapt, notably with artificial intelligence which may be used to enhance malicious cyber-attacks. We and our third-party vendorsvendors, 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. 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. Despite implementation of security and control measures, there can be no assurance that we will be able to prevent the unauthorized access of our systems and data, or the disruption of our operations, either of which could have a material impact. Our security procedures, which include among others, virus protection software, cybersecurity controls and monitoring and our business continuity planning, including disaster recovery policies and back-up systems, may not be adequate or implemented properly to fully address the adverse effect of cybersecurity attacks on our systems, which could adversely impact our operations.
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.
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. 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. 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. 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.
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.
We cannot assure you that any of the current credit ratings of the Registrants will remain in effect for any given period of time or that a rating will not be lowered or withdrawn entirely by a rating agency if, in its judgment, circumstances so warrant. 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. 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. 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.
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. 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. 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. 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. 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.
We have seen increased interest for electric service from emerging industries such as datacrypto mining and hydrogendata production,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.
Management's Discussion & Analysis (MD&A)
New heading “Legislative Matters”
Removed heading “Refinance of Industrial Authority Bonds”
Largest changes
“In a related matter, in April 2022, the EPA published a proposed FIP related to the "Good Neighbor" requirements intended to reduce interstate NOx emissions. OG&E commented on this proposed FIP in June 2022. By June 2023, the EPA finalized this plan for 23 states, including Oklahoma. This final Good Neighbor FIP would revise Oklahoma's NOx emissions budget for electric generating units, including OG&E's, starting in 2023. The emissions budget would decrease over time based on achievable reductions. …”see in full comparison
“In a separate but related matter, on April 6, 2022, the EPA also published a proposed FIP related to the "Good Neighbor" requirements intended to reduce interstate NOX emissions contributions. OG&E filed comments to the proposed FIP with the EPA on June 21, 2022. On June 5, 2023, the EPA published a final FIP for 23 states, including Oklahoma. The issuance of the FIP resulted from the EPA's aforementioned SIP disapprovals. Among other changes, the EPA finalized a revision of the current Oklahoma NOX emissions budget for electric generating units, including OG&E's units, which began in 2023. …”see in full comparison
“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. 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. …”see in full comparison
“On May 24, 2024, several groups of petitioners, including OG&E, which joined with Edison Electric Institute and three other declarants, filed motions for stay of the rule at the D.C. Circuit. The Court consolidated these motions and on July 19, 2024, denied all stay requests. On July 29, 2024, OG&E, jointly with Edison Electric Institute and another applicant, appealed the stay denial to the U.S. Supreme Court. Other industry and state petitioners, including Oklahoma, appealed the D.C. Circuit's stay denial to the U.S. Supreme Court as well. On October 16, 2024, the U.S. …”see in full comparison
see in full comparisonUnderOG&E’sSectionexisting111(b),natural gas-fired boilers satisfy theEPA finalizednew standardsforand therefore require no additional compliance measures other than reporting. For new natural gas-fired combustion turbines commencing construction after May 23, 2023,usingthe 2024 GHG rules establish three subcategories—baseload, intermediate-load, and low-load—based on capacity factorthresholdsthresholds,toalldifferentiateofamong new units establishing three subcategories: baseload, intermediate load, and low load. All three categorieswhich are subject to efficiencystandards.requirements. Baseload units,thosedefined as units withacapacityfactorfactors greater than 40 percent, are alsosubjectrequired toa phase two requirement based onachieve 90 percent CO₂ captureof CO2 with a compliance deadline ofby January 1, 2032.
Full comparison: every changed paragraph (98)
On NovemberMarch 26,27, 2024,2025, the OCC issued ana interimfinal order approving the settlement agreement inrelating to OG&E's most2023 recentgeneral rate review.review Theand settlementapproved includedthe aALJ basereport rateon revenuethe increaseremaining ofone $126.7MW million,issue effectivewith Julyone 1, 2024.exception. OG&E also submittedissued its final 20242025 IRP to the OCC and APSC and has filed for and/or received preapproval, in both Oklahoma and ArkansasArkansas, inof Marchcertain 2024generation and iscapacity currentlyinvestments reviewingidentified by OG&E's IRP and related request for proposals submitted in this process. These matters, as well as other regulatory matters, are discussed in Note 14 within "Item 8. Financial Statements and Supplementary Data."
Legislative Matters
Federal
On July 4, 2025, the legislation known as the “One Big Beautiful Bill” was signed into law, which includes significant changes to federal tax law and other regulatory provisions that may impact the Registrants. The Registrants will consider the legislation’s provisions, such as changes to tax credits for renewables, and the potential impact on future investment decisions.
In May 2025, SB 998 was passed into law and became effective August 29, 2025. This legislation allows rate-regulated retail electric service providers, such as OG&E, to receive CWIP recovery of new natural gas generation capacity, if those proposed generation sources are approved by the OCC under existing statutory review procedures, and sets specific timelines for the OCC to review proposed projects. SB 998 also allows utilities to establish a regulatory asset to defer 90 percent of depreciation expense and return associated with qualified plant investments, that are not classified as transmission or new generation, for recovery over an allowed 20-year period in a future rate review filing. OG&E began deferring such costs to a regulatory asset in September 2025, as further discussed in Note 1 within "Item 8. Financial Statements and Supplementary Data."
In March 2025, Act 373 was signed into law by the Governor of Arkansas. Act 373 enables rate-regulated retail electric providers, such as OG&E, to receive CWIP recovery of "strategic investments," including (i) new electric generating facilities, including transportation and storage facilities for associated fuel, (ii) upgrades, expansions, or fuel conversions of electric generating facilities, including transportation and storage facilities for associated fuel, and (iii) new or upgraded electric transmission facilities, including substations. All projects are subject to review and approval by the APSC. Act 373 further authorizes use of a rider to recover approved strategic investments that are not being recovered through previously approved rates, upon approval of the project by the APSC.
An increase in net income at OG&E of $43.5$29.9 million, or $0.21$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 primarily by load growth andthe 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, higheroperation and maintenance expense, income tax expense, higherand 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.2025.
An increase in net loss of other operations (holding company) of $18.8$0.7 million, or $0.09$0.01 per diluted share of OGE Energy's common stock, was primarily due to higher interest expenseexpense, partially offset by higher net other income driven by borrowingsa underone-time benefit related to activity at OGE Energy's revolvinglegacy creditmidstream agreementoperations and OGEa Energy'shigher seniorincome notestax issuance in May 2024, as well as lower net other income.benefit.
OGE Energy is projected to earn approximately $447$494 million to $471$514 million, or $2.21$2.38 to $2.33$2.48 per average diluted share, with a midpoint of $459approximately $504 million, or $2.27$2.43 per average diluted share in 20252026 and is based off the following assumptions:
OGE Energy forecasts earnings for OG&E of $491approximately $533 million, or $2.43$2.57 per average diluted share;
OGE Energy forecasts a loss of $32approximately $30 million for other operations (primarily the holding company), or a loss of $0.16$0.14 per average diluted share;
total retail load growth of approximately 7.5 percent4 to 9.56 percent;
net interest expense of approximately $281$256 million to $284$261 million which assumes a $15$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 to $350 million;
Degree days are calculated as follows: The high and low degrees of a particular day are added together and then averaged. If the calculated average is above 65 degrees, then the difference between the calculated average and 65 is expressed as cooling degree days, with each degree of difference equaling one cooling degree day. 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. The calculation of heating and cooling degree normal days is based on a 30-year average and updatedweighted everyon tena years.jurisdictional split.
Increased primarily due to new rates effective July 1, 2024 resulting from the Oklahoma general rate review interim order received in November 2024 and increasedfinalized recoveryin throughMarch rider mechanisms, such as the Storm Cost Recovery Rider.2025.
Increased primarily due to initiating new customer service that includes a demand component.
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. 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.
Decreased primarily due to lower fuel costs related to the generating assets utilized during 2024.
IncreasedDecreased primarily due to highera marketdecrease pricesof and11 increasedpercent MWhsin purchasedcooling duringdegree 2024.days.
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. 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 $183.5 million, or 17.0 percent, primarily driven by the below factors.
Increased primarily due to capacityhigher agreementsfuel incosts order for OG&Erelated to meetthe generationgenerating requirements.assets utilized during 2025.
Increased primarily due to higher market prices and increased MWhs purchased during 2025.
Other operation and maintenance expense increased $9.1$16.9 million, or 1.83.3 percent, primarily due to an increase in variousvegetation costsmanagement suchactivities, asresulting softwarefrom expense,approvals in OG&E's most recent Oklahoma rate review, energy efficiency program activities and uncollectible accounts, partially offset by lower contract technical and construction services,services anddriven payrollby andthe benefits, nettiming of capitalizedcertain labor.projects.
Depreciation and amortization expense increased $32.9$20.3 million, or 6.53.8 percent, primarily due to additional assets being placed into service and increased amortization of certain regulatory assets, partially offset by deferrals of allowable depreciation and amortization expense of $12.7 million to a decreaseregulatory asset in depreciationaccordance expensewith dueSB to new depreciation rates effective998 as offurther July 1, 2024 resulting from the Oklahoma general rate review interim order receiveddiscussed in NovemberNote 2024.1 within "Item 8. Financial Statements and Supplementary Data."
Allowance for equity funds used during construction increased $6.1 million, or 31.4 percent, primarily due to higher construction work in progress balances resulting from increased spending on new generation and information technology projects.
Other net periodic benefit expense changed $8.1 million, primarily due to higher pension expense driven by changes to the level of pension expense included in base rates, effective July 1, 2024, as approved in the Oklahoma general rate review interim order received in November 2024.
OtherNet other income decreased $11.4$1.5 million, or 47.74.7 percent, primarily due to higher other net periodic benefit cost driven by changes to the level of pension expense included in base rates as a result of OG&E's most recent Oklahoma rate review, partially offset by increased interest income related to the carrying charge for the higher fuel under recovery balance in 2023.early 2025.
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.
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. The increase in interest expense was partially offset by an increase in allowance for borrowed funds used during construction primarily due to higher construction work in progress balances resulting from increased spending on new generation and information technology projects.
Income tax expense increased $24.4$11.9 million, or 35.512.8 percent, primarily due to higher pretax income andcombined awith decreasean increase in stateother taxnondeductible credits generated.items.
Changed primarily due to decreasedincreased cash received from customers, including cash related to fuel recoveries, and increased interest payments from recent debt issuances, partially offset by decreased vendor payments, includingincreased payments for fuel.fuel and purchased power.
Changed primarily due to timing of power delivery, power supply and powerenterprise deliveryservices projects.
Changed primarily due to OGEa Energy'sdecrease $350.0 millionin senior notes issuanceissuances in May2025 compared to 2024 and OG&E's $350.0 million senior notes issuance in August 2024, partially offset by a decrease in commercial paper borrowings.borrowings, partially offset by the equity issuance in November 2025.
Accounts Receivable and Accrued Unbilled Revenues increased $33.7$108.8 million, or 12.034.5 percent, primarily due to an increase in billings to OG&E's retail customers reflecting higher usage in 2025 compared to 2024 and newreceivables ratesrelated asto approvedcustomer in the Oklahoma general rate review interim order received in November 2024.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.
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. At December 31, 2024, other current assets is primarily comprised of $46.6 million in SPP-related activities and under-recovered riders.
AccountsFuel PayableInventories increaseddecreased $29.3$36.3 million, or 10.624.5 percent, primarily due to timingnet withdrawals of vendor paymentscoal and annatural increasegas, as well as a decrease in purchasedcoal power payables.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.
Other Current Assets decreased $17.2 million, or 19.3 percent, primarily due to SPP security deposit refunds received during 2025, as well as a decrease in the SPP transmission formula rate true-up.
Short-term debt decreased $177.3 million, or 37.8 percent, primarily due to proceeds from OG&E's $350.0 million senior notes issuance in April 2025 and OGE Energy's equity issuance in November 2025, which proceeds were used to pay down short-term debt, partially offset by increased borrowings for general operating needs. The Registrants borrow on a short-term basis, as necessary, through the issuance of commercial paper.
AccruedAccounts TaxesPayable increased $11.2$44.9 million, or 23.514.7 percent, primarily resultingdue fromto antiming increaseof vendor payments, partially offset by a decrease in taxpurchased accrualspower related to ad valorem and income taxes.payables.
Customer Deposits increased $16.1 million, or 14.5 percent, primarily due to an increase in large commercial customers.
Long-Term Debt Due Within One Year increaseddecreased $32.4 million, or 100.0 percent, due to the reclassificationrepayment of the Muskogee industrial authority bonds whichthat matured in January 2025.
In 2024,2025, OGE Energy's primary sources of capital were cash generated from operations andoperations, the proceeds from the issuance of long- and short-term debt.debt and proceeds from the issuance of common stock. Changes in working capital reflect the seasonal nature of OGE Energy's business, the revenue lag between billing and collection from customers and fuel inventories. See "Working Capital" for a discussion of significant changes in net working capital requirements as it pertains to operating cash flow and liquidity.
In addition, OGE Energy's liquidity was further enhanced in 2025 by FSAs, entered into in conjunction with OGE Energy's November 2025 public equity offering, which as of December 31, 2025 could have been physically settled with common shares in exchange for cash of $193.0 million. For more information concerning the FSAs, see Note 8 within "Item 8. Financial Statements and Supplementary Data."
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 areinclude expecteditems tosuch be primarily related toas maturing debt, operating lease obligations, fuel clause under recoveries and other general corporate purposes. Further, working capital requirements can be seasonal. OGE Energy generally meets its cash needs through a combination of cash generated from operations, short-term borrowings (through a combination of bank borrowings and commercial paper) and permanent financings. WeOGE believeEnergy ourbelieves 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.
The following table presents OGE Energy's estimates of capital expenditures, which represent base maintenance capital expenditures plus capital expenditures for known and committed projects, for the years 20252026 through 2029.2030 Theseare presented in the following table. 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.
Transmission includes the Fort Smith to Muskogee transmission project discussed in Note 14 within "Item 8. Financial Statements and Supplementary Data," with projected capital expenditures of approximately $70 million in 2026, $80 million in 2027, $65 million in 2028, and $35 million in 2029.
Capital expenditures associated with the SPP's 2025 Integrated Transmission Plan, including the Seminole to Shreveport Transmission Line that is discussed in Note 14 within "Item 8. Financial Statements and Supplementary Data," will be included in OG&E's capital plan upon final notice to construct acceptances.
Generation capacity projects include the Tinker Air Force Base, Horseshoe Lake Units 11 and 12, and Horseshoe Lake Units 13 and 14 generation projects. Additional generation capacity projects will be included in OG&E's capital plan when final preapproval orders are received.
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.
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. In May 2024, OG&E issued requests for proposals for resources to meet the capacity needs identified in its 2024 IRP and is currently reviewing the proposals submitted in the process. OG&E intends to file for approval of additional generation capacity investments and would expect to update its capital plan based on final orders received by state regulators. The annual level of investments in the transmission and distribution system could vary depending on the amount and timing of incremental generation capacity investments.
At December 31, 2024,2025, 22.614.5 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. Treasury notes and bonds and mutual funds, as presented in Note 11 within "Item 8. Financial Statements and Supplementary Data." During 2024,2025, the actual return on the Pension Plan was $11.8$23.3 million, compared to an expected return on plan assets of $16.5 million. During the same time, corporate bond yields, which are used in determining the discount rate for future pension obligations, increased.decreased. Funding levels are dependent on returns on plan assets and future discount rates. OGE Energy made a contributioncontributions to its Pension Plan of $13.5 million in 2025 and $10.0 million in 2024 and did not make a contribution to its Pension Plan in 2023.2024. OGE Energy expects to contribute $10.0$15.0 million to the Pension Plan in 2025, of which $5.0 million was contributed in January 2025.2026. 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.
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. OGE Energy utilizes short-term borrowings (through a combination of bank borrowings and commercial paper) to satisfy temporary working capital needs and as an interim source of financing capital expenditures until permanent financing is arranged.
On May 9, 2024, OGE Energy issued $350.0 million of 5.45 percent senior notes due May 15, 2029. The proceeds from this issuance were added to OGE Energy's general funds to be used for general corporate purposes and to repay short-term debt.
On AugustApril 15,1, 2024,2025, OG&E issued $350.0 million of 5.605.80 percent senior notes due April 1, 2053, bringing the aggregate total principal amount of this series of senior notes to $700.0 million.2055. The proceeds from this issuance were added to OG&E's general funds to beand used for the repayment of short-term debt and borrowings under OG&E'sits revolving credit agreement,facility, and to fund OG&E's capital investment program and working capital needs.
In 2025,2026, OG&E expects to issue approximately $300 million to $350 million in long-term debt to help fund general operating needs.
Refinance of Industrial Authority Bonds
On October 2, 2024, OG&E caused the refinancing of its Garfield industrial authority bonds, series due January 1, 2025. The $47.0 million in bonds are now due October 1, 2039, and will continue to be remarketed on a weekly basis.
On April 14, 2025, Moody's Investors Service revised their ratings outlook on both OGE Energy and OG&E from stable to negative. Moody's Investors Service indicated that the revised outlook reflects pressure related to OG&E's capital expenditure plan and higher debt levels at the holding company.
What changed in the latest 10-Q
Risk Factors
There have been no significant changes in the Registrants' risk factors from those discussed in the Registrants' 2025 Form 10-K, which are incorporated herein by reference.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Six Months Ended June 30, 2026 as compared to the Six Months Ended June 30, 2025”
Removed heading “New Source Performance Standards”
Largest changes
“Six Months Ended June 30, 2026 as compared to the Six Months Ended June 30, 2025”see in full comparison
“In December 2024, the EPA published in the Federal Register a proposed rule that would revise the new source performance standards regulating NOx and SO2 emissions from new, modified, and reconstructed stationary combustion turbines. OG&E participated with trade associations to submit comments on the proposed rule in April 2025. In January 2026, the EPA published in the Federal Register its final rule establishing NOx emissions standards for several subcategories of stationary combustion turbines based on the size, rates of utilization, design efficiency, and fuel type of these turbines. …”see in full comparison
see in full comparisonLitigationInonJunethe2024,final rule is proceeding in the D.C. Circuit. Aa coalition of 24 states, including Oklahoma, filed challenges to the finalrule,rule in the D.C. Circuit, 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. In June 2026, the D.C. Circuit issued an opinion denying the challenges and upholding the primary annual PM2.5 NAAQS of 9.0 µg/m3 as revised in 2024.
“Other operation and maintenance expense increased $12.3 million, or 9.7 percent, and $27.3 million, or 11.0 percent, during the three and six months ended June 30, 2026, respectively, primarily due to an increase in contract technical and construction services, driven by the timing of certain projects, vegetation management activities and payroll and benefits, net of capitalized labor, and with respect to the six months ended June 30, 2026, other operation and maintenance expense also increased due to energy efficiency program activities and services, which are recoverable through riders.”see in full comparison
“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. The fuel adjustment clauses are subject to periodic review by the OCC and the APSC. …”see in full comparison
Full comparison: every changed paragraph (56)
Three Months Ended MarchJune 31,30, 2026 as compared to the Three Months Ended MarchJune 31,30, 2025
OGE Energy's net income was $50.2$116.3 million, or $0.24$0.56 per diluted share, during the three months ended MarchJune 31,30, 2026 as compared to $62.7$107.5 million, or $0.31$0.53 per diluted share, during the same period in 2025. The decreaseincrease in net income of $12.5$8.8 million, or $0.07$0.03 per diluted share, is further discussed below.
AAn decreaseincrease in net income at OG&E of $13.1$12.4 million, or $0.07$0.05 per diluted share of OGE Energy's common stock, was primarily due to lowerhigher operating revenues (excluding the impact of recoverable fuel, purchased power and direct transmission expense not impacting earnings) driven by milderthe weatherrecovery andof highercapital other operation and maintenance expense, partially offset byinvestments, the deferral of certain interest expense to a regulatory asset in accordance with Oklahoma PISA.PISA, and higher other income, partially offset by increased other operation and maintenance expense.
An increase in net loss of other operations of $3.6 million, or $0.02 per diluted share of OGE Energy's common stock, was primarily due to higher interest expense and lower net other income driven by a one-time benefit related to activity at OGE Energy's legacy midstream operations recognized in 2025, which was partially offset by increased other income from OGE Energy’s other energy-related investments.
Six Months Ended June 30, 2026 as compared to the Six Months Ended June 30, 2025
OGE Energy's net income was $166.5 million, or $0.80 per diluted share, during the six months ended June 30, 2026 as compared to $170.2 million, or $0.84 per diluted share, during the same period in 2025. The decrease in net income of $3.7 million, or $0.04 per diluted share, is further discussed below.
A decrease in net income at OG&E of $0.7 million, or $0.02 per diluted share of OGE Energy's common stock, was primarily due to an increase in other operation and maintenance expense, partially offset by the deferral of certain interest expense to a regulatory asset in accordance with Oklahoma PISA and 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 first quarter weather.
An increase in net loss of other operations of $3.0 million, or $0.02 per diluted share of OGE Energy's common stock, was primarily due to lower net other income driven by a one-time benefit related to activity at OGE Energy's legacy midstream operations recognized in 2025, which was partially offset by increased other income from OGE Energy’s other energy-related investments.
A decrease in net loss of other operations of $0.6 million was primarily due to lower interest expense, driven by a lower average short-term debt balance during the first quarter of 2026 compared to the first quarter of 2025.
OGE Energy’s consolidated earnings guidance remains unchanged from OGE Energy's original 2026 earnings guidance range of $494 million to $514 million, or $2.38 to $2.48 per average diluted share. OG&E is projected to earn approximately $533 million, or $2.57 per average diluted share. A loss of $30 million, or $0.14 per average diluted share is projected for other operations (primarily the holding company). This guidance assumes, among other things, approximately 207.3 million average diluted shares outstanding and normal weather for the remainder of the year. OG&E has significant seasonality in its earnings due to weather on a year-over-year basis. See OGE Energy's 2025 Form 10-K for other key factors and assumptions underlying its 2026 guidance.
The following discussion and analysis presents factors that affected the Registrants' results of operations for the three and six months ended MarchJune 31,30, 2026 as compared to the same periodperiods in 2025 and the Registrants' financial position at MarchJune 31,30, 2026. Due to seasonal fluctuations and other factors, the Registrants' operating results for the three and six months ended MarchJune 31,30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 or for any future period. The following information should be read in conjunction with the condensed financial statements and notes thereto. Known trends and contingencies of a material nature are discussed to the extent considered relevant.
OG&E's net income decreasedincreased $13.1$12.4 million, or 18.511.5 percent, and decreased $0.7 million, or 0.4 percent, during the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the same periodperiods in 2025. The following section discusses the primary drivers for the decreasechanges in net income during the three and six months ended MarchJune 31,30, 2026 as compared to the same periodperiods in 2025.
Operating revenues increaseddecreased $4.9$29.7 million, or 0.74.0 percent, and $24.8 million, or 1.7 percent, during the three and six months ended MarchJune 31,30, 2026, respectively, primarily driven by the below factors.
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. The primary drivers of the changes in fuel, purchased power and direct transmission expense during the periodperiods are further detailed in the table below.
Decreased during the three and six months ended June 30, 2026 primarily due to a SPP formula rate true-up for transmission revenues.
(C)
(CD)
Decreased primarily due to a 27 percent decrease in heating degree days.
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. 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 $12.7 million, or 3.9 percent, during the three months ended March 31, 2026, primarily driven by the below factors.
Increased primarily due to higher fuel costs related to the generating assets utilized during the period.
Decreased primarily due to lower market prices during the period.
Other operation and maintenance expense increased $15.0 million, or 12.3 percent, during the three months ended March 31, 2026, primarily due to an increase in energy efficiency program activities and services, which are recoverable through riders, contract professional services, and uncollectible accounts, partially offset by lower contract technical and construction services driven by the timing of certain projects.
Depreciation and amortization expense decreased $1.0 million, or 0.7 percent, during the three months ended March 31, 2026, primarily due to deferrals of allowable depreciation and amortization expense of $11.2 million to a regulatory asset in accordance with Oklahoma PISA, partially offset by additional assets being placed into service.
Net other income decreased $2.0 million, or 22.5 percent,Increased during the three months ended MarchJune 31,30, 2026,2026 primarily due to decreasedprice interest incomevariance related to theweather carryingand chargeincreased forduring the highersix fuelmonths underended June 30, 2026 primarily due to increased recovery balancethrough inrider early 2025.mechanisms.
(E)
Increased during the three months ended June 30, 2026 primarily due to a 33 percent increase in cooling degree days and decreased during the six months ended June 30, 2026 primarily due to a 27 percent decrease in heating degree days.
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. 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 decreased $43.4 million, or 16.6 percent, and $30.7 million, or 5.2 percent, during the three and six months ended June 30, 2026, respectively, primarily driven by the below factors.
Interest expense decreased $6.8 million, or 12.0 percent, during the three months ended March 31, 2026, primarily due to the deferral of certain interest expense to a regulatory asset in accordance with Oklahoma PISA, partially offset by the $350.0 million in senior notes issuance in April 2025.
Income tax expense decreased $2.6 million, or 18.1 percent,Increased during the threesix months ended MarchJune 31,30, 2026,2026 primarily due to lowerhigher pretaxfuel income.costs related to the generating assets utilized.
Decreased during the three and six months ended June 30, 2026 primarily due to lower market prices.
Other operation and maintenance expense increased $12.3 million, or 9.7 percent, and $27.3 million, or 11.0 percent, during the three and six months ended June 30, 2026, respectively, primarily due to an increase in contract technical and construction services, driven by the timing of certain projects, vegetation management activities and payroll and benefits, net of capitalized labor, and with respect to the six months ended June 30, 2026, other operation and maintenance expense also increased due to energy efficiency program activities and services, which are recoverable through riders.
Depreciation and amortization expense decreased $2.5 million, or 1.8 percent, and $3.5 million, or 1.3 percent, during the three and six months ended June 30, 2026, respectively, primarily due to deferrals of allowable depreciation and amortization expense of $12.0 million and $23.3 million, respectively, to a regulatory asset in accordance with Oklahoma PISA, partially offset by additional assets being placed into service.
Net other income increased $3.6 million, or 51.4 percent, and $1.6 million, or 10.1 percent, during the three and six months ended June 30, 2026, respectively, due to increased allowance for equity funds used during construction driven by higher construction work in progress balances resulting from increased spending for generation projects, partially offset by lower interest income related to the carrying charge for the higher fuel under recovery balance in 2025.
Interest expense decreased $5.0 million, or 7.9 percent, and $11.8 million, or 9.8 percent, during the three and six months ended June 30, 2026, respectively, primarily due to the deferral of certain interest expense to a regulatory asset in accordance with Oklahoma PISA, partially offset by interest expense related to the $350.0 million senior notes issuance in April 2026 and, with respect to the six months ended June 30, 2026, also partially offset by interest expense related to the $350.0 million senior notes issuance in April 2025.
Income tax expense increased $0.5 million, or 2.1 percent, during the three months ended June 30, 2026, primarily due to higher pretax income, partially offset by additional state tax credits generated and decreased $2.1 million, or 5.6 percent, during the six months ended June 30, 2026, primarily due to additional state tax credits generated and lower pretax income.
* Change is greater than 100 percent.
Changed primarily due to increases inincreased cash received from customers, including cash related to fuel recoveries and customer connections.connections, and lower purchased power payments, partially offset by higher payments for fuel.
Changed primarily due to timing of power delivery projects and anpower increasegeneration in the cost of removals.projects.
Changed primarily due to decreasesa decrease in long-term revolver borrowings and short-term debt, partially offset by the repayment of the Muskogee industrial authority bonds that matured in January 2025.
Working capital is defined as the difference in current assets and current liabilities. OGE Energy's working capital requirements are driven generally by changes in accounts receivable, accounts payable, commodity prices, credit extended to and the timing of collections from OG&E's customers, the level and timing of spending for maintenance and expansion activity, inventory levels and fuel recoveries. The following discussion addresses changes in OGE Energy's working capital balances at MarchJune 31,30, 2026 compared to December 31, 2025.
Accounts Receivable and Accrued Unbilled Revenues decreased $51.3 million, or 12.1 percent, primarily due to a decrease in billings to OG&E's retail customers reflecting lower usage in early 2026 compared to late 2025.
Short-term Debt increased $200.4 million, or 68.6 percent, primarily due to increased borrowings for general operating needs. The Registrants borrow on a short-term basis, as necessary, through the issuance of commercial paper under their revolving credit agreements.
Accounts Payable decreased $67.7 million, or 19.3 percent, primarily due to the timing of vendor payments and a decrease in fuel and integrated market payables.
AccruedIncome Taxes Receivable decreased $20.2$11.8 million, or 38.131.6 percent, primarily resultingdue fromto thean timingincrease ofin paymentsfederal fortaxes ad valorem taxes.owed.
Short-term Debt decreased $162.9 million, or 55.8 percent, primarily due to OG&E's $350.0 million senior notes issuance in April 2026, which was used to pay down short-term debt along with general operating needs. The Registrants borrow on a short-term basis, as necessary, through the issuance of commercial paper under their revolving credit agreements.
AccruedAccounts InterestPayable increaseddecreased $13.8$68.4 million, or 20.119.5 percent, primarily resultingdue fromto the timing of interestvendor payments and accruals.payments.
Long-Term Debt due within One Year increased $115.9 million, due to the reclassification of OGE Energy's term loan scheduled to mature in May 2027 and OG&E's industrial authority bonds scheduled to mature in June 2027.
Other Current Liabilities increased $15.1 million, or 45.1 percent, primarily due to increases in SPP projected payables and under recovered riders.
On June 12, 2026, OGE Energy hasand OG&E entered into new, unsecured five-year revolving credit facilities totaling $1.1$1.3 billion ($550.0$650.0 million for OGE Energy and $550.0$650.0 million for OG&E), which can also be used as letter of credit facilities. OGE Energy also has a $120.0 million floating rate unsecured three-year credit agreement, of which $60.0 million is considered a revolving loan. The following table presents information about OGE Energy's revolving credit agreements at MarchJune 31,30, 2026.
The following table presents information about OGE Energy's total short-term debt activity for the three and six months ended MarchJune 31,30, 2026.
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 NOx and SO2 emissions from new, modified, and reconstructed stationary combustion turbines. OG&E participated with trade associations to submit comments on the proposed rule in April 2025. In January 2026, the EPA published in the Federal Register its final rule establishing NOx emissions standards for several subcategories of stationary combustion turbines based on the size, rates of utilization, design efficiency, and fuel type of these turbines. The rule applies to affected sources constructed, modified, or reconstructed after the December 2024 publication date. 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.
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. The final rule lowers the primary annual PM2.5 NAAQS from 12.0 µg/m3 to 9.0 µg/m3 and retains the other PM standards at their current levels, including the 24-hour PM2.5 NAAQS. The Clean Air Act requires the EPA willto 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.
LitigationIn onJune the2024, final rule is proceeding in the D.C. Circuit. Aa coalition of 24 states, including Oklahoma, filed challenges to the final rule,rule in the D.C. Circuit, 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. In June 2026, the D.C. Circuit issued an opinion denying the challenges and upholding the primary annual PM2.5 NAAQS of 9.0 µg/m3 as revised in 2024.
The revised NAAQS could impact regional air quality goals and emission limits for emission sources, and it could affect pre-construction permitting for the siting of new emission sources; however, it is unknown at this time what, if any, potential material impacts to OG&E individual operating permit emission limits or the siting of new sources will result from the EPA actions.
In June 2025, the EPA proposed to repeal the 2024 GHG rules for both existing and new units or, alternatively, to repeal the 2024 GHG rules for existing units and rescind the carbon capture requirements applicable to new combustion turbines. OG&E submitted comments on the 2025 proposed rules individually and through trade associations. The repeal rulemaking is in process, and the EPA's proposed final rule is undergoing review at the Office of Management and Budget after which the EPA will finalize and publish the rule in the Federal Register. Although the EPA has initiated reconsideration and proposed repeal, the 2024 power sector GHG rules have not been stayed, and future compliance timelines remain in effect. If the new emission standards and guidelines are implemented, compliance costs could be significant. OG&E continues to monitor these developments and plan for compliance with 2024 GHG rules standards currently in effect.
OGE insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 2 filings (2 insiders, 2 trade dates, 13,853 shares, about $652.4K). Net open-market shares: -13,853 (purchases minus sales); net value about -$652.4K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-27 | Jones Donnie O. |
Open-market sale | 6,508 | $46.11 | $300.1K |
| 2026-05-21 | Sultemeier William H |
Open-market sale | 7,345 | $47.97 | $352.3K |
Well-known investors holding OGE (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 5,035,976 | $245.1M | 0.09% | Added 89% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 1,159,153 | $56.4M | 0.03% | Added 79% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 1,155,427 | $56.2M | 0.09% | Added 14% |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 645,045 | $31.4M | 0.07% | Reduced 21% |
| Millennium Management (Israel Englander) | 2026-06-30 | 514,179 | $25.0M | 0.02% | Added 77% |
| Renaissance Technologies | 2026-06-30 | 337,300 | $16.2M | — | Sold out |
| Bridgewater Associates | 2026-06-30 | 21,773 | $1.1M | 0.0% | Reduced 96% |
| Two Sigma Investments | 2026-06-30 | 13,900 | $676.4K | 0.0% | Reduced 87% |
| D. E. Shaw & Co. | 2026-06-30 | 13,120 | $638.4K | 0.0% | Added 14% |