OGE Energy Corp. Files Equity Distribution Agreement for Up to $750 Million

OGE Energy Corp. has entered into an equity distribution agreement to offer and sell shares of its common stock from time to time. The filing, dated October 28, 2026, states that the aggregate sales price of the shares may not exceed $750,000,000.

The offering is being conducted under an automatic shelf registration statement on Form S-3 (Registration No. 333-279061) and a prospectus supplement filed with the SEC on the same date. The company has no obligation to sell any shares under the agreement, and actual sales will depend on market conditions and the company's determination of appropriate funding sources.

The agreement involves multiple financial institutions acting in various capacities. The company has appointed a group of agents, including Barclays Capital Inc., BMO Capital Markets Corp., BofA Securities Inc., J.P. Morgan Securities LLC, and others, to facilitate the sale. These agents are acting on behalf of the company and the forward purchasers.

The forward purchasers include Barclays Bank PLC, Bank of Montreal, Bank of America, N.A., JPMorgan Chase Bank, National Association, and others. These entities act as forward purchasers, and their affiliates act as forward sellers, selling shares borrowed from third parties at the company's request.

Sales under the agreement may be made through privately negotiated transactions, block trades, or transactions deemed to be "at the market offerings" as defined in Rule 415 under the Securities Act of 1933. The company may elect to physically settle, cash settle, or net share settle forward sale transactions. In the case of physical settlement, the company expects to receive cash proceeds; however, in the case of cash or net share settlement, the company may not receive proceeds or may owe cash or shares to the forward purchaser.

The filing notes that affiliates of certain agents are lenders under the company's credit facilities and will receive customary fees. If the company uses net proceeds from the offering to repay borrowings under these credit facilities, the affiliates will receive their proportionate share of the repaid amount.