MGE Energy Inc filed SEC Form 8-K: Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

MGE Energy, Inc. ☐ Madison Gas and Electric Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

MGE Energy, Inc. ☐ Madison Gas and Electric Company ☐

Item 1.02. Termination of a Material Definitive Agreement.

On January 27, 2026, Madison Gas and Electric Company (“MGE”), satisfied and discharged its Indenture of Mortgage and Deed of Trust, dated as of January 1, 1946 (as amended and supplemented, the “Indenture”), between MGE and U.S. Bank Trust Company, National Association, as successor trustee (the “Trustee”). The Indenture had created a lien on, and security interest in, MGE’s utility plant assets.

On January 27, 2026, MGE completed a redemption of all $1.2 million of its outstanding 7.70% First Mortgage Bonds due 2028 (the “2028 Mortgage Bonds”). The 2028 Mortgage Bonds were the last remaining series of first mortgage bonds outstanding under the Indenture.

As a result of the foregoing, there are no longer any outstanding first mortgage bonds under the Indenture. On January 27, 2026, MGE delivered to the Trustee a satisfaction and discharge which, pursuant to the terms of the Indenture, effectively discharged the Indenture. MGE is in the process of recording the satisfaction and discharge of the Indenture in the appropriate jurisdictions to remove the lien of the Indenture from MGE’s assets. MGE will not issue any additional first mortgage bonds under the Indenture.

Item 9.01. Financial Statements and Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.