From Our Chairman, President and CEO

The Company’s current capital plan supports the additional development of nearly 400 MW of renewables and energy storage in the next five years.

In March 2026, MGE applied for State regulatory approval to purchase a share of the existing natural gas-fired RockGen Energy Center. Cost-effective natural gas supports the Company’s renewables growth by helping to ensure reliability during extreme conditions, such as the severe cold weather this past winter. If approved, we expect to close on the purchase in 2027.

Safe, reliable, affordable energy is our fundamental obligation to our customers. It helps our communities continue to grow and to thrive as new large-load customers seek opportunities in Wisconsin. Your community energy company is working to support the continued health and vitality of our communities through our ongoing economic development efforts and the creation of new rate structures to serve very large customers.

We also continue working in multiple ways to maintain energy affordability, including through innovative partnerships with customers and other stakeholders. MGE’s affordability as a percentage of customer wallet has improved 20% since 2014. Maintaining energy affordability is a top priority as we work to meet our communities’ sustainability goals and reliability needs and advance new energy solutions for the future.

Thank you for your valued partnership and investment in MGE Energy. Please review this Proxy Statement and cast your vote promptly.

Sincerely,

Jeff M. Keebler

Chairman, President and CEO

April 2, 2026

From Our Lead Independent Director

Sincerely,

James L. Possin

Lead Independent Director

April 2, 2026

Notice of 2026 Annual Meeting of Shareholders

Regardless of whether you plan to attend the MGE Energy, Inc., 2026 Annual Meeting of Shareholders (the Annual Meeting), please take a moment to vote your proxy.

The Annual Meeting will be held virtually, using the same format as last year's meeting. As always, we encourage you to vote your shares prior to the meeting date.

By Order of the Board of Directors,

Cari Anne Renlund

Vice President General Counsel and Secretary

This notice of Annual Meeting, Proxy Statement and accompanying proxy card are first being mailed on or about April 2, 2026, to shareholders of record at the close of business on March 23, 2026, the record date for this meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 19, 2026:

This Proxy Statement and our 2025 Annual Report to Shareholders are available at www.mgeenergy.com/proxy.

Table of Contents

Voting Matters

This summary highlights certain information contained elsewhere in the Proxy Statement for the 2026 Annual Meeting of MGE Energy. This summary does not contain all of the information you should consider and you should read the entire Proxy Statement and our 2025 Annual Report on Form 10-K before casting your vote.

How To Vote

Question: How can I attend the Annual Meeting?

The Annual Meeting will be held online. Shareholders are encouraged to participate by visiting the following website: www.virtualshareholdermeeting.com/mgee2026. To fully participate in the meeting, you will need your 16-digit control number from your proxy materials. See the Notice of Annual Meeting Shareholders at the beginning of this Proxy Statement for more information.

Question: How do I participate in the Annual Meeting?

Shareholders will be able to join via a webcast. An audio broadcast of the Annual Meeting also will be available by telephone

toll-free at 1-877-328-2502. Shareholders of record as of close of business on March 23, 2026, are entitled to participate in and to submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/mgee2026.

To participate in the online Annual Meeting, you will need the 16-digit control number included on your proxy materials. The Annual Meeting will begin promptly at 11:00 a.m., Central Time (CT). Online check-in will begin at 10:30 a.m. CT. Please allow yourself time to log in to the virtual meeting.

Question: Why is it important to vote?

Your broker is not permitted to vote on your behalf on the election of directors, or the advisory vote related to executive compensation matters. Thus, your broker needs your instructions in order for your shares to be voted on these matters. For your vote to be counted, you must communicate your voting instructions to your broker, bank or other financial institution before the date of the Annual Meeting. If you do not vote, your shares may not be represented at the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting
to be Held on May 19, 2026

This Proxy Statement and our 2025 Annual Report to Shareholders are available at www.mgeenergy.com/proxy. Shareholders can elect to receive email alerts when proxy and Annual Meeting materials are available on the Internet instead of receiving paper copies in the mail. Please consider visiting www.mgeenergy.com/paperless to sign up for next year. Email delivery of your proxy materials will help us reduce costs and the amount of resources used in connection with the Annual Meeting.

Our board takes seriously its responsibility to shareholders and appreciates the confidence that shareholders have placed in corporate leadership to oversee the Company and to manage investors' capital wisely. Each director is committed to the highest ethical standards, accountability and open dialogue with one another and with management. The board believes that the skills and perspectives represented among our directors help provide effective oversight.

The board is elected to oversee management's performance, although management is responsible for managing the day-to-day operations of the Company. The board reviews the Company's long-term strategic plan, business initiatives, major capital projects and budget matters. Also included in the areas over which our board provides oversight are the Company's environmental and sustainability performance, enterprise-wide risk assessment (including with respect to cybersecurity), strategic projects and investments, and trends in new technologies and industry changes.

Board Leadership

The position of Board Chairman and CEO may be combined or separated as deemed appropriate by the board. If the Chairman and the CEO are the same person, the Chair of the Corporate Governance Committee serves in the role of Lead Independent Director. The Lead Independent Director also will serve as a liaison between the board and the CEO. Currently, our CEO serves as Chairman and guides the board along with the Lead Independent Director. Given the complexity of the industry, its operations and the regulatory environment, the board believes having an experienced industry executive as our Chairman, combined with a strong Lead Independent Director, is the appropriate structure for the Company.

Chairman

Jeffrey M. Keebler

Role of Our Chairman and CEO

As the individual with primary responsibility for managing the Company's day-to-day operations and for executing on the Company's vision and strategy, our CEO is best positioned to chair regular board meetings as we discuss key business and strategic issues. Our CEO brings Company-specific experience to help the board focus on those issues of greatest importance to the Company and its shareholders.

Lead Independent Director

James L. Possin

Role of Our Lead Independent Director

Director Possin, who is an independent member of our board as determined under the guidelines adopted by the Nasdaq Stock Market (Nasdaq), serves as our Lead Independent Director. Director Possin has served as a board member since 2009 and has served as our Lead Independent Director since May 2024.

Our Lead Independent Director has extensive authority and responsibility in ensuring the board meets its responsibilities for Company oversight. The board has structured the role of our Lead Independent Director to fulfill the important requirements of strong, independent leadership on the board. The Lead Independent Director is responsible for the following:

Experience and Skills of the Board of Directors

Board members bring a breadth of experience and diversity to their service as directors, which helps them in their oversight of the Company. In addition, directors are kept informed and educated through reports provided to them by senior management on a regular basis and through collaborations with Company officers and subject matter experts, including presentations by officers and internal and external subject matter experts. Directors also have the opportunity to participate in industry and director training events.

The board conducts an annual assessment that evaluates board structure and composition, board meetings, board committees, key board responsibilities, board management, and the directors' expertise and experience.

In addition, a peer evaluation is performed annually for the directors up for election and as part of succession planning to consider and select new directors. This evaluation covers key professional skills, diversity of backgrounds, and breadth of community and other business experience and knowledge. Finally, each director also conducts an individual self-assessment once every three years to evaluate their own skills and experience relative to their board service.

Effective oversight comes from a board that represents a diverse range of experience and perspectives that provides the collective qualifications, attributes, skills and experience necessary for sound governance. The percentages below are based on MGE Energy's 10 directors.

C - Chairman L - Lead Independent Director

Our Board consists of 10 directors divided into three classes. One class is elected each year for a term of three years.

You are being asked to vote on the three nominees named below to serve as Class I directors. If elected, each nominee will serve for a three-year term to expire at the 2029 Annual Meeting. Each director will hold office until his or her successor has been elected and qualified or until the director's earlier resignation or removal. Your proxy may not be voted for a greater number of persons than the three nominees below.

All our directors serve concurrently as directors of MGE Energy's wholly owned subsidiary, MGE. Our board has determined that all of our current directors, other than Directors Keebler and Wolter, are independent as defined in the applicable Nasdaq listing standards and reflected in our Corporate Governance Guidelines.

Our Director Nominees

Directors Berbee, Dewey and Rieger are currently Class I directors whose terms expire at the 2026 Annual Meeting of Shareholders and who have been recommended by our Corporate Governance Committee and nominated by our board for reelection.

Each of the nominees has indicated a willingness to serve if elected, and the board has no reason to believe that any nominee will be unavailable for that service. If any nominee should become unable to serve, it is presently intended that your proxy will be voted for a substitute nominee designated by the board. Under the Company's retirement guidelines, directors are expected to retire no later than the date and time of the Annual Meeting of Shareholders following the date on which he or she attains the age of 75, unless requested to remain by the board.

The balanced tenure of our directors promotes experience and stability while also allowing for a broader understanding of the issues that affect our business. We have a mix of seasoned directors who provide in-depth knowledge and historical perspective of the industry and of new directors who bring fresh ideas. The board believes the directors of MGE Energy collectively have backgrounds and skills important for MGE Energy's business and the makeup of the board serves to ensure that members are able to provide oversight and guidance, balanced with our overall Company strategies.

Majority Vote Resignation Policy

Under our Amended and Restated Bylaws, any incumbent nominee for director in an uncontested election who does not receive a greater number of votes "for" election than votes "against" such election is required to tender promptly an offer of resignation. The Board's Corporate Governance Committee will consider that resignation and recommend to our Board of Directors, based on all relevant factors, whether to accept the tendered resignation or to pursue another action. Our Board will then act on that recommendation no later than 90 days following the certification of the shareholder vote. We will promptly publicly disclose the Board's decision and, if applicable, the reasons for rejecting the resignation or pursuing another action. The full details of our director resignation policy are set forth in our Amended and Restated Bylaws, which are available on our website at www.mgeenergy.com/governance and also found under the "Corporate Governance Committee" caption.

Board Refreshment 4 new directors since 2021

Enterprise-wide risk assessment and oversight are fundamental responsibilities of our board. Directors are involved in the process of overseeing the primary risks we face in the conduct of our business. Trends in economic, business and commodity market conditions and trends in legislative and regulatory initiatives are reviewed by the board as part of the Company's Enterprise Risk Management (ERM) program.

The board receives, on an ongoing basis, information from management related to key business risks and mitigation strategies. These business risks include existing and emerging risks related to environmental performance and sustainability, information technology systems and cybersecurity, including artificial intelligence; operational risks; financial risks; reliability risks; and regulatory risks.

The Company's Internal Audit department, on behalf of MGE management and the board, facilitates a biannual ERM process with each officer of the Company and with management. The sessions with individual Company officers and management update existing areas of risk; classify new or emerging areas of risk; and identify owners responsible for assessing, managing and/or mitigating areas of risk. The results of these updates are reported to the Audit Committee, which oversees the ERM process, to ensure the directors are aware of any material updates. This serves to complement ongoing and regular presentations and reports from Company officers, the Internal Audit department, and subject matter experts on risk and emerging risk identification, assessment and mitigation strategies.

Additionally, on a biennial basis, the board conducts a broad-based exercise with Company officers on risk and emerging risk identification, assessment and mitigation strategies. The board last conducted this exercise in 2025.

Our comprehensive approach encourages all our directors to initiate discussion at any time, either directly or through our Lead Independent Director, on any areas of concern, including risk identification and assessment, controls, management and oversight.

Responsibility for risk is assigned as indicated in the table below.

Our investor relations efforts help Company officers and the board understand how investors view the Company's policies and practices, strategies and long-term direction and help leadership assess and address emerging areas of interest to investors. We are committed to accountability and transparency and believe that understanding and considering shareholder perspectives advance those priorities. Shareholder feedback from our shareholder engagement and outreach and our investor relations program is shared with board members.

The board takes seriously its responsibility to oversee corporate responsibility and environmental performance of the Company. Our sustainability strategy is a part of our long-term business strategy to provide for long-term growth and to meet the needs and expectations of our customers and communities, many of which have sustainability goals.

Board oversight includes review of environmental risks and mitigation as well as assessment of current and/or future environmental regulations. It also includes review of the Company's corporate responsibility, environmental and sustainability performance and MGE's annual Corporate Responsibility and Sustainability Report and related disclosures, accessible at mgeenergy.com.

Board members bring a variety of expertise to this responsibility; for example, oversight and administration related to environmental areas, education and training related to environmental matters, and experience holding managerial and/or public positions with environmental purview. The board also draws on external expertise as appropriate for education on key topics relevant to environmental and sustainability-related matters and to its risk oversight responsibilities.

Carbon Reduction Targets

Reducing carbon emissions is a key component of our strategic business planning. The Company continues to pursue its key decarbonization strategies, which include advancing the electrification of transportation, engaging customers around energy efficiency and continuing to transition its energy supply mix to cleaner energy sources. The Company is investing in cost-effective cleaner energy while working to maintain its record of top-ranked electric reliability as it works toward net-zero carbon electricity by 2050. Those efforts include:

Net-Zero Carbon Electricity

In May 2019, MGE was one of the first utilities in the nation to announce a goal of net-zero carbon electricity by 2050. The Company has said that if it can go further faster by working with its customers, it will. Achievement of the Company's net-zero carbon goal will depend on, among other things, the timing, scope and relative costs of technological developments, customer participation in programs and partnerships, and regulatory support.

MGE's carbon reduction goals are generally aligned with leading scientific guidance, including recommendations from the Intergovernmental Panel on Climate Change (IPCC) to limit global temperature increases to 1.5 degrees Celsius above pre-industrial levels. In 2020, the University of Wisconsin-Madison's Nelson Institute for Environmental Studies released its analysis of MGE's net-zero carbon by 2050 goal. The IPCC modeling available suggested that by 2050, emissions from electricity generation in industrialized countries should be 87% to 99% lower than the 2005 baseline. The analysis determined that our 2050 goal is in line

with model benchmarks to limit global warming to 1.5 degrees Celsius above pre-industrial levels. To advance its goals of deep decarbonization, the Company's initiatives include:

The Company looks forward to additional cost-effective generation investments beyond what is currently planned to enable deep decarbonization.

Framework for a More Sustainable Future

Introduced in 2015, MGE's framework for a more sustainable future lays out foundational objectives and strategic direction for building customer and shareholder value in the Company's ongoing transition toward greater sustainability. Those objectives continue to guide the Company's long-term business strategy and help to ensure all our customers benefit from the Company's clean energy transition.

As part of its ongoing assessment of corporate performance, our Board of Directors regularly reviews how well the Company is advancing its overall goals around carbon emissions reductions as well as the progress on its specific strategies for deep decarbonization. Additional information related to the Company's carbon emissions reductions is available at mgeenergy.com.

Natural Gas Emissions

The Company completed an in-depth analysis and inventory of all its greenhouse gas emissions. Included in its study are emissions associated with the Company's electric generation and distribution, purchase and distribution of natural gas, and other sources.

Throughout MGE's natural gas distribution system, MGE already has replaced and upgraded all piping made of material considered to be leak-prone. Additionally, MGE's leak inspection schedule already exceeds federal requirements.

To further address emissions associated with MGE's purchase and distribution of natural gas, the Company is building on its framework for a more sustainable future. MGE has committed to strategies for working with its suppliers, pipeline operators, customers, regulators and other industry stakeholders and to the exploration of new and emerging technologies, such as renewable natural gas, to serve its customers more sustainably.

In 2024, MGE introduced a Renewable Natural Gas (RNG) rate for customers interested in offsetting their use of natural gas through Renewable Thermal Certificates purchased by MGE and tracked and retired by a third party. MGE is the first utility in the state to provide this option to customers looking to reduce their environmental impact.

In 2025, State regulators approved a new RNG Injection Pilot from MGE. The pilot program, which launched in January 2026, will help facilitate the growth of renewable energy markets by enabling customers who produce RNG to interconnect directly with and inject RNG into MGE's distribution system. Customers can contract with MGE or third parties to sell the gas and/or its environmental attributes.

Sustainability Governance

Our Company seeks to foster a proactive and forward-thinking approach to environmental and sustainability-related matters, beginning with board oversight of and executive leadership on key topics and emerging issues.

The board's engagement with management and the Company's participation in third-party benchmarking and evaluation programs help to assess performance and promote continuous improvement.

Our governance structure helps to ensure that oversight and management of environmental and sustainability-related risks and initiatives throughout the Company are incorporated into our long-term strategy and day-to-day management and operations. Our approach to these matters extends from the Board of Directors to our executive officers to our Sustainability Steering Team, leaders and internal subject matter experts. To help facilitate effective oversight, the board receives timely and relevant information on a regular basis related to the Company's sustainability initiatives and performance and on a wide range of topics, including workforce environment and culture, safety and other topics.

Business Operations

The Company is committed to reducing its environmental impacts across all areas of the organization. For example, in 2025, the Company:

MGE Energy and MGE are committed to providing transparency and accountability in Company disclosures. To learn more about the Company's initiatives, please see our annual Corporate Responsibility and Sustainability Report and ESG Data Center at mgeenergy.com.

How Our Board Operates

Board meetings are typically held at the Company's corporate headquarters in Madison, Wisconsin. Board meetings are structured to provide for regular presentations by and active dialogue with MGE management. Subject matter experts from across the Company regularly present to the board on issues of strategic importance. These regular interactions provide useful information and insight relative to critical business initiatives and corporate strategy, including financial performance, environmental performance and sustainability, risk management and oversight, and corporate succession planning. In addition, the board takes advantage of external expertise as needed on key strategic topics. On an annual basis, the board conducts comprehensive strategy and risk sessions, tailoring the primary focus each year to ensure a balanced review of business strategy and corporate risks.

The strategic topics reviewed and discussed by the board during the past year include but are not limited to:

Committees

Corporate Governance Committee

The Corporate Governance Committee takes a leadership role in shaping corporate governance of the Company and oversees officer and director succession planning. The committee reviews and makes recommendations to the board on an ongoing basis regarding corporate governance policies and practices for the Company. The committee also reviews and makes recommendations on board and committee organization, membership, function and effectiveness.

Our board has adopted a Corporate Governance Committee Charter and Corporate Governance Guidelines, which are posted on our website at mgeenergy.com/governance, under the "Governance" caption. More information regarding our corporate governance practices can be found on our website.

The board has determined that no member of the Corporate Governance Committee has a material relationship with the Company and that every member of the committee is independent under the listing requirements of Nasdaq and the Company's Directors Independence Standards that are contained in its Corporate Governance Guidelines.

Nominating Process

The Corporate Governance Guidelines also delegate to the Corporate Governance Committee the responsibility of reviewing candidates for our board and making nominations of appropriate candidates for election to the board. As stated in our Corporate Governance Guidelines, the candidate review criteria include characteristics such as integrity, business experience, knowledge and independence of judgment, as well as diversity in business and personal backgrounds in order to bring different experiences and perspectives to the board. While screening candidates, the committee will examine potential conflicts of interest, including interlocking directorships and substantial business, civic and social relationships with other members of the board that could impair a prospective board member's ability to act independently.

Given the complexity of the industry in which we operate, the board also values experience. Under the Company's retirement guidelines for directors, contained in the Company's Corporate Governance Guidelines, employee directors may not continue to serve as a director after ceasing to be an employee, unless requested to do so by the board. All directors are expected to retire not later than the date and time of the Annual Meeting of Shareholders following the date on which he or she attains the age of 75, unless requested to remain by the board.

The Corporate Governance Committee also considers qualified director candidates suggested by our shareholders. Shareholders can suggest candidates by writing to MGE Energy, Inc., Attention: Corporate Secretary, Post Office Box 1231, Madison, Wisconsin 53701‑1231. Submissions should describe the candidate's background, experience and ownership of our shares and otherwise address the factors considered by the committee as described in our Corporate Governance Guidelines posted on our website at mgeenergy.com/governance, under the "Governance" caption. The Corporate Governance Committee will apply the same standards in considering candidates recommended by shareholders as it applies to other candidates.

Audit Committee

Our Audit Committee assists our Board in fulfilling its oversight responsibilities relating to the integrity of financial reporting and accounting practices; the system of internal controls; the independence and performance of the internal and external audit processes; the Company's process for monitoring compliance with laws and regulations and the Company’s Code of Ethics; and the Company’s risk management and oversight policies and procedures. The Audit Committee also oversees our relationship with our internal auditors and independent registered public accounting firm and discusses with them the scope and results of their audits, accounting practices and the adequacy of our internal controls. The Audit Committee also oversees compliance with enterprise risk management and cybersecurity policies and procedures. The Audit Committee also reviews all "related person transactions" for potential conflict-of-interest situations. A related person transaction is a transaction between us and one or more of our directors, executive officers, nominees for director, beneficial owners of more than 5% of any class of MGE Energy’s securities or their immediate family members that is required to be disclosed pursuant to applicable Securities and Exchange Commission (SEC) rules. See "Related Person Transactions" below. The committee has a written charter that is posted on our website at mgeenergy.com/governance, under the "Governance" caption.

The Audit Committee has established a policy to preapprove all audit and non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Preapproval is generally provided for up to one year. Any preapproval is detailed as to the particular service or category of services and is subject to a specific budget. Once preapproved, the services and preapproved amounts are monitored against actual charges incurred and modified if appropriate.

Our board has determined that no Audit Committee member has a material relationship with the Company and every member of the committee is otherwise independent under the listing requirements of Nasdaq and the Company's Director Independence Standards set forth in our Corporate Governance Guidelines. In addition, all Audit Committee members must meet the heightened standards for independence for Audit Committee members imposed by the SEC. Under those heightened standards, a director may not serve on the Audit Committee if the director (i) has received any consulting, advisory or other compensatory fees from us (other than in his or her capacity as a director) or (ii) is affiliated with us or any of our subsidiaries. All Audit Committee members meet the heightened standards. The board has determined that all members of the Audit Committee are considered "audit committee financial experts," as that term is defined by the SEC.

Human Resources and Compensation Committee

Our Human Resources and Compensation Committee assists the Board and, where appropriate, carry out the Board’s oversight relating to human resources and compensation of the Company’s executive officers and directors, including the review and recommendation to the Board of compensation plans, policies and programs, as well as approval of individual executive officer compensation, intended to attract, retain and appropriately reward employees in order to motivate their performance in the achievement of the Company’s business objectives and align their interests with the long-term interests of the Company’s shareholders. Functions of the Human Resources and Compensation Committee include evaluating performance; reviewing the salaries, fees and other benefits of officers and directors; recommending compensation adjustments to the board; overseeing the

design and development of new, and revisions to, compensation and benefit plans; evaluating the Company's human resource strategies around workplace environment and culture, employee engagement, talent development, retention and recruitment; Stock Ownership Guidelines; and recovering, or the "clawback" of, excess incentive compensation based on erroneous data.

The board has determined that each of the members of the committee has no material relationship with the Company and is otherwise independent under the listing requirements of Nasdaq and the Company's Director Independence Standards set forth in our Corporate Governance Guidelines.

All committee members must meet additional independence standards. Under those standards, a director may not serve on the committee if the director has received any consulting, advisory or other compensatory fees from the Company (other than in his or her capacity as a director). All committee members meet these additional standards.

Committee members take into consideration performance on both short- and long-term corporate strategy, among other factors, when evaluating executive compensation. The committee also considers performance goals that are critical to Company performance. These goals include earnings, system reliability and customer satisfaction. In addition, the board also considers numerous qualitative performance measures that are critical to our business success, including financial strength, environmental performance, cost containment, business operations, safety and efficiency, and progress on corporate initiatives and projects.

The board has adopted a Committee Charter, which is posted on our website at mgeenergy.com/governance, under the "Governance" caption. See "Executive Compensation - Compensation Discussion and Analysis - Role of the Human Resources and Compensation Committee" for further information regarding the role of the committee in our executive compensation programs.

Executive Committee

The Executive Committee acts in lieu of the full board and between meetings of the board. The Executive Committee has the powers of the board in the management of our business and affairs, except action with respect to dividends to shareholders, election of principal officers or the filling of vacancies on the board or committees created by the board. There was no need for the Executive Committee to meet or take action in 2025.

Director Independence

Our board makes an annual assessment of the independence of our directors under the independence guidelines adopted by Nasdaq and in our Governance Guidelines.

Our board has determined that Directors Ackerman, Anderson, Berbee, Dewey, Kelly, Possin, Rieger and Wray are independent under the Nasdaq definition of independence and the Company's Corporate Governance Guidelines, which parallel the Nasdaq definition. In reaching that determination, the board considered certain relationships or arrangements that are described below. In each case, the amounts involved in the transactions between us and our subsidiaries, on the one hand, and the companies with which a director or an immediate family member is associated, on the other hand, fell below the amounts identified in our Corporate Governance Guidelines and the Nasdaq requirements as being thresholds for concerns about their effect on director independence. Because we provide utility services through our subsidiary, MGE, and many of our directors live in the area served by MGE, many of our directors either directly receive, or are affiliated with entities that receive, utility services from MGE. Similarly, because we and our subsidiaries are active in the community and make substantial charitable contributions in the areas we serve and many of our directors live in communities served by MGE and are active in those communities, many of our directors are affiliated with charities that receive contributions from us and our subsidiaries.

Related Person Transactions

The Company recognizes that transactions with related persons can present potential or actual conflicts of interest. Accordingly, we have a written policy and procedure for the review, approval or ratification of any transaction with the Company or its subsidiaries involving an amount in excess of $120,000 in which any director, executive officer, nominee for director, beneficial owner of more than 5% of any class of MGE Energy’s securities or any of their immediate family members had a material interest, as contemplated by applicable SEC regulation. Under this policy and procedure, our Audit Committee reviews the information assembled by the Director Internal Audit regarding all transactions identified pursuant to the written policy and procedure. Based upon that review, the committee approves, ratifies or rejects the identified transaction. Information gathered by our Director Internal Audit includes:

The purpose of the information is to enable our Audit Committee to perform its review and to consider whether the transaction is on terms that are at least as favorable to the Company as achievable from an unaffiliated third party or, in the case of unique or sole source procurements, whether the transaction is fair to the Company.

There were no related person transactions requiring disclosure since January 1, 2025.

Code of Ethics

Our Code of Ethics applies to our directors and all our employees, including our executive officers. A copy of our Code of Ethics is posted on our website at mgeenergy.com/governance, under the "Governance" caption.

Insider Trading Policy

Our board has adopted an Insider Stock Trading Policy, which governs the purchase, sale and other dispositions of MGE Energy securities by directors, officers and employees and the Company itself. The policy is designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to MGE Energy, Inc. The policy is incorporated by reference as Exhibit 19.1 to our annual report on Form 10-K for the fiscal year ended December 31, 2025.

Nonemployee Director Compensation

In 2025, nonemployee directors received compensation as shown below. Directors who are our employees receive no additional fees for service as a director or a committee member. Please see the “2025 Summary Compensation Table” for the compensation received by Mr. Keebler for his service as our Chairman, President and Chief Executive Officer, with respect to 2025.

Cash Compensation

In December 2024, the Human Resources and Compensation Committee completed a review of director compensation and determined that, based upon research provided by FW Cook, total nonemployee director compensation was below the market median. The Human Resources and Compensation Committee recommended, and the Board approved, a modification to its nonemployee director compensation program in 2025 to eliminate attendance and director educational activity fees and to increase certain cash retainers, as reflected below.

Stock Ownership Guidelines

Our Stock Ownership Guidelines, set forth within our Corporate Governance Guidelines, are an important feature of our compensation philosophy that helps align the interests of our directors with those of our shareholders. Directors are expected to achieve the applicable ownership requirement within three years from the later of the date of election or from adoption of the guidelines, which occurred on January 1, 2023. For nonemployee directors, the applicable ownership requirement is equal to three times the annual cash retainer (excluding retainers for Lead Independent Director service and board committee chair service). The applicable ownership requirement for Director Keebler is equal to three times his base salary as CEO.

A director can meet the ownership guidelines through the following combination of "Qualifying Shares": (i) shares of common stock owned outright or (ii) vested and unvested restricted stock and restricted stock units awarded under the 2021 LTI Plan. All the Directors have achieved, or are on track to achieve, the stated stock ownership requirement by the date specified for achievement.

Meeting Attendance

The board met 10 times in 2025. Each member of the board attended more than 90% of the total number of meetings of the board and the committees on which he or she served.

Policy Regarding Annual Meeting Attendance

Our Corporate Governance Guidelines set forth our policy with respect for director attendance at our Annual Meeting of Shareholders. Our directors are expected and encouraged to attend the Annual Meeting of Shareholders. Nine of our ten directors attended last year's virtual Annual Meeting of Shareholders.

Beneficial Ownership

Beneficial Ownership of Common Stock

Directors and Executive Officers

The first three columns of the following table list the beneficial ownership of our common stock as of March 23, 2026 (except as otherwise noted), of each director and nominee, the individuals named in the Summary Compensation Table, and the directors and executive officers as a group. Except as noted in those columns, the individuals in the table below have sole voting power and sole investment power with respect to the shares shown as beneficially owned. As explained in Footnotes 1 and 4 to the table, the second three columns show items that are counted in meeting our common stock ownership guideline.

* Less than 1%

(1) The time-based restricted stock units do not represent issued common stock or a right of the holder to receive common stock within 60 days and are not considered beneficially owned in accordance with Rule 13d-3 under the Exchange Act. The amounts are shown here because the Company includes those units when determining whether a director or named executive officer has met his or her applicable share ownership guideline.

(2) J. Keebler is a director of Madison Gas and Electric Foundation, Inc., and, as such, has voting and investment power in an additional 18,000 shares of our common stock held by the Foundation. Those shares are not shown in the numbers in the table. The Foundation receives contributions primarily from MGE Energy, which are used for charitable purposes.

(3) Includes common stock held by executive officers and retired executive officers in the MGE 401(k) defined contribution plan with respect to which those persons have sole voting and investment power: L. Hobbie, 137 shares; G. Wolter, 333 shares.

(4) Includes notional shares in the "MGEE Stock Deemed Investment Fund" under MGE's 2023 Deferred Compensation Supplemental Executive Retirement Plan (2023 DCSERP). Those notional shares do not represent issued common stock or a right of the holder to receive common stock within 60 days and are not considered beneficially owned in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act). See "Executive Compensation - 2023 Deferred Compensation Supplemental Executive Retirement Plan" for more information regarding the 2023 DCSERP.

(5) L. Hobbie retired on December 31, 2025.

Significant Beneficial Owners

Company records and information filed with the SEC indicate that the following shareholders beneficially owned more than 5% of the Company's common stock.

(1) Percentages are calculated based on 36,752,339 shares of common stock outstanding as of March 23, 2026.

(2) Based solely on Schedule 13G/A filed on October 17, 2025, in which BlackRock, Inc., on behalf of itself and certain subsidiaries, reported sole voting power for 5,540,636 shares and sole dispositive power for 5,616,238 shares as of September 30, 2025.

(3) Based solely on Schedule 13G/A filed on November 12, 2024, in which The Vanguard Group, Inc., on behalf of itself and certain subsidiaries, reported shared voting power for 62,004 shares, sole power to dispose or to direct the disposition of 4,533,701 shares and shared power to dispose or to direct the disposition of 99,714 shares as of September 30, 2024.

(4) Based solely on Schedule 13G filed on May 13, 2025, in which State Street Corporation, on behalf of itself and certain subsidiaries, reported shared voting power for 1,819,520 shares and shared dispositive power for 1,963,772 shares as of March 31, 2025.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires each director, officer and individual beneficially owning more than 10% of a registered security to file with the SEC, within specified time frames, initial statements of beneficial ownership (Form 3) and statements of changes in beneficial ownership (Forms 4 and 5). Based solely on such forms filed electronically with the SEC and written representations that no additional forms were required, to the best of our knowledge, all required Section 16(a) filings were timely and correctly made by reporting persons for 2025.

Our Audit Committee and our board have recommended that PricewaterhouseCoopers LLP (PwC) be retained as our independent registered public accounting firm in 2026. We are seeking ratification of that retention by our shareholders.

Representatives of PwC will be present at the Annual Meeting and will have the opportunity to make a statement if they choose to do so. They also are expected to be available to respond to appropriate questions.

Our Audit Committee approves each engagement of the independent registered public accounting firm to render any audit or non-audit services before the firm is engaged to render those services. The Chairperson of the Audit Committee or other designated Audit Committee member may represent the entire Audit Committee for purposes of this approval. Any services approved by the Chairperson or other designated Audit Committee member are reported to the full Audit Committee at the next scheduled Audit Committee meeting after such approval has been given. No exceptions to this approval process are allowed under the Audit Committee Charter; and thus, none of the services described in the following table were approved pursuant to Rule 2-01(c)(7)(i)(C) of Regulation S-X, which otherwise would allow de minimus amounts of services to be provided without specific approval.

The following table presents fees for professional services rendered by PwC for the years ended December 31, 2025 and 2024. (Fees include amounts related to the year indicated, which may differ from amounts billed.)

THE AUDIT COMMITTEE AND THE BOARD RECOMMEND A VOTE "FOR" THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2026.

Audit Committee Report

Our Audit Committee consists of four directors who are independent as required by the Nasdaq listing standards and applicable SEC rules. Pursuant to the Audit Committee's Charter, the Audit Committee assists our board in fulfilling its oversight responsibilities relating to the integrity of financial reporting and accounting practices, the system of internal controls; the independence of the external auditor, the performance of the internal and external audit processes, and the Company's process for monitoring compliance with laws and regulations. Management is responsible for the preparation of the Company's financial statements and for establishing and maintaining adequate internal financial controls.

Our independent registered public accounting firm for 2025, PwC, has been retained to audit those statements in accordance with professional auditing standards and is responsible for expressing opinions on the conformity of the Company's audited financial statements with generally accepted accounting principles and on the Company's internal control over financial reporting. The Audit Committee's responsibility is to monitor and oversee these processes. Their duties and responsibilities are set forth in more detail in the Audit Committee Charter adopted by the board. The Audit Committee Charter is available on our website at mgeenergy.com/governance, under the "Governance" caption.

As in prior years, the Audit Committee and management have engaged in a review in connection with the Audit Committee's consideration of whether to recommend that shareholders ratify the selection of PwC as the Company's independent auditor for 2026. In that review, the Audit Committee considered both the continued independence of PwC and whether retaining PwC is in the best interests of the Company and its shareholders. In addition to independence, other factors considered by the Audit Committee included:

Our Audit Committee has issued the following report:

In the course of fulfilling our responsibilities, we have:

Based on the foregoing, we have recommended to the board that the audited financial statements referred to above be included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

We seek your approval of the compensation paid to our named executive officers as described under the Compensation Discussion and Analysis section and the related compensation tables in this Proxy Statement. Because your vote is advisory, it will not be binding on our board or the Company. However, our board will receive and review the voting results and take them into consideration when making future decisions regarding executive compensation. We intend to submit this executive compensation vote to our shareholders annually, consistent with the results of the advisory vote on the frequency of such votes approved by the shareholders at the 2023 Annual Meeting of Shareholders.

We believe our executive compensation policies and practices are effective in tying a significant portion of pay to performance, while at the same time providing competitive compensation that attracts and retains talented personnel and aligns the interests of our executive officers with those of our shareholders.

As described under the Compensation Discussion and Analysis section of this Proxy Statement, we believe our annual executive compensation is competitive with the market, and our Human Resources and Compensation Committee considers market data obtained from its independent compensation consultant to help establish compensation levels. Our board believes it has been careful and prudent in its approach to executive compensation and has generally taken a conservative approach, taking into account the impact of such programs on our cost to customers and returns to our shareholders. Our program for 2025 was based on cash compensation and share-based awards, consisting of salary and short-term and long-term incentive compensation. Our long-term incentives are intended to encourage attention to, and reward participants for, the performance of our stock over a long-term period. Our Human Resources and Compensation Committee monitors executive compensation programs and adopts changes to reflect the dynamic marketplace in which we compete for talent as well as general economic, regulatory and legislative developments affecting executive compensation. We will continue to emphasize compensation arrangements that align the financial interests of our executives with the interests of long-term shareholders.

RESOLVED, that the shareholders of MGE Energy, Inc., approve the compensation of the Company's named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and related materials disclosed in the Proxy Statement for the 2026 Annual Meeting of Shareholders.

THE BOARD RECOMMENDS A VOTE "FOR" ON THE ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.

Executive Compensation

Compensation Discussion and Analysis

In this section, we describe the material components of our 2025 compensation program for our named executive officers listed in the 2025 Summary Compensation Table (the named executive officers or NEOs). For 2025, our NEOs were:

(1) L. Hobbie retired as of December 31, 2025.

Highlights - 2025 Performance

Executive Compensation Program

Our executive compensation program is designed to compensate our NEOs fairly based upon an assessment of compensation available in the marketplace where we compete for executive talent and our desire to achieve a balance of short-term and long-term incentives for maintaining and improving Company performance and shareholder value.

The table below outlines each of the principal elements of the Company’s 2025 executive compensation programs for NEOs:

Alignment of Executive Compensation Programs with Operational Performance and Stakeholder Interests

The Committee believes a balanced mix of compensation with a blend of short-term and long-term incentives encourages short-range and long-range strategic thinking, which is important given the nature of utility operations and the Company's capital investment necessary in the coming years. We believe that the metrics in our 2025 executive compensation programs balance the needs of our various stakeholders and incentivize actions to provide the best-in-class gas and electric service.

Base Salary

We pay base salaries to provide management with a level of fixed compensation at competitive levels to reflect their professional skills, responsibilities and performance to attract and retain key executives. We adjust base salaries taking into consideration changes in the market, changes in responsibilities and performance against job expectations. We also consider the nature of the position, responsibilities, skills, internal equity and experience of the officer and his or her past performance. The Committee and board also consider expectations with respect to the economic and regulatory climate at the time of review. Based on these considerations, the Committee and board established base salaries for the NEOs in the following amounts: J. Keebler - $800,000; J. Bushek - $425,035; C.A. Renlund - $415,359; L. Hobbie - $391,217; and J. Lorenz - $333,217.

Annual Cash Incentive Awards

Our executive officers, including the named executive officers, are partially compensated through annual short-term incentives (STI). Our STI is intended to reward the NEOs for achievement of short-term Company and individual performance goals.

Setting the Target Opportunity under Short-Term Incentive Program

The incentives are based on objective metric-specific targets and the board’s subjective assessment of overall corporate performance and individual performance. The program is structured to allow payments in excess of the target bonus amount in the event of performance exceeding the target levels, subject to an overall individual limit of 150% of target. This element of compensation provides executive officers with the opportunity for annual cash bonuses tied directly to the achievement of the Company and individual performance goals. The Committee and board believe the structure of our STI encourages executive officers to achieve superior annual performance on key financial, strategic and operational goals.

In designing the Company’s STI, the Committee and board seek to maintain flexibility to refine the program to be responsive to our operating environment and to continue to incentivize actions to drive operational performance and long-term strategies. The board recognizes that not every opportunity or threat that may present itself over the course of the year can be anticipated when the goals for the year are established. Further, the board recognizes that making decisions takes judgment to balance the interests of various constituencies. The board believes it is necessary to encourage actions that have a long-term focus and support our strategy and shareholder value creation without concern that the success of such actions may not be immediately quantifiable. In order to evaluate and reward management’s responsiveness to an evolving operating environment, the board maintains some flexibility in the program by not tying all bonus compensation to a predetermined formula. This flexibility allows the board to appropriately reward performance in areas deemed critical to the Company’s long-term strategy.

The following components make up the target bonus opportunity, each as described further below:

2025 STI Pay for Performance Alignment

The size of the 2025 short-term incentive aggregate target bonus for the NEOs was $1,428,696, an increase of $216,238 from the aggregate target bonus for 2024 established for the same group of NEOs, due to base salary increases from the prior year and a 15% increase in the target STI opportunity for J. Keebler and 5% increases in the target STI opportunities for J. Bushek and C.A. Renlund.

L. Hobbie's and J. Lorenz's target bonus opportunities remained unchanged. The Committee and board determined the incentive opportunities after reviewing market data and individual performance. Based on these considerations, the Committee and board established 2025 target bonus opportunities, as a percentage of base salary, for the NEOs in the following amounts: J. Keebler – 80%; J. Bushek – 60%; C.A. Renlund - 50%; L. Hobbie – 45%; and J. Lorenz – 45%. The actual award may be above or below the target, with the maximum award capped at 150% of the target.

The following is a summary of the results of each component of the bonus:

Consistent with the approach used in recent years, the Committee and board developed objective targets for 2025 based on EPS, customer satisfaction ratings and service reliability, with these goals reflective of our approach of balancing the needs of our various stakeholders and incentivizing actions to provide the best-in-class gas and electric service. Those targets are shown below. Actual payouts for the NEOs reflected an assessment that performance exceeded the target level of performance, resulting in a payout equal to 57.3% of the metric-specific incentive pool versus a targeted level of 40%.

The corporate goals consist of accomplishments the board deems important with respect to the Company’s strategic operating plan related to key financial, strategic and operational performance and which supported the Company’s ability to achieve the metric-specific targets. Target payout for these corporate goals was expected to be reasonably achievable with strong management performance, with payouts above maximum expected to be more difficult to achieve in light of historical performance and the operating environment at the time the 2025 STI was established. As part of assessing the degree of achievement in this component, the CEO reviews information with the board on how Company activities, initiatives and programs have advanced the goals over the year. His review includes information on how the Company has advanced overall corporate strategies and the realization of goals established at the beginning of the performance year through the corporate goal-setting process.

For 2025, the Committee and board determined that management's performance on the subjective measures for the Other Corporate Goals category, as discussed in the section entitled "Highlights - 2025 Performance" above, should result in a payout at 38% versus the target level of 30%. All named executive officers are compensated at the same percentage of target for the

Other Corporate Goals category because of the interrelated nature of these items amongst the officers and the required coordinated, cross-functional focus and effort of the NEOs. We believe this encourages a team approach.

The individual component is assessed based on the degree to which the NEO’s individual performance contributed to the Company’s achievement of the strategic operating plan and the Company’s ability to achieve the metric-specific targets. Target payout on the individual component was expected to be reasonably achievable with strong performance, with payouts above maximum expected to be more difficult to achieve in light of historical performance and the operating environment at the time the 2025 STI was established.

When determining the CEO's individual performance percentage for 2025, the Committee and board considered the Company's strong performance against the metrics-driven targets discussed above, such as strong earnings and continued top-decile performance in electric reliability, as well as the subjective assessment of management's overall performance against other measures identified by the board. As a result, our CEO was compensated at 40% versus the target level of 30% for his individual performance. Similar considerations were taken into account for the remaining named executive officers, including the strong financial performance of the Company and the degree of accomplishment of individual goals within their respective functions. The remaining named executive officers were compensated between 30% and 40% for their individual performance.

The actual STI payout for the CEO was 135.3% of his target amount and the actual aggregate payouts to the NEOs for 2025 was $1,897,540 which was 133% of the incentive pool at the target level of performance.

Long-Term Incentive Program

Long-Term Incentive Pay for Performance Alignment

Our Committee and board believe that the combination of our annual and longer-term incentive awards provides appropriate short- and long-term incentives to perform while creating additional and necessary retention for our key executives. Awards under our 2021 LTI Plan, which consist of PSUs tied to performance metrics and time-based RSU awards, seek to reward performance by selected executives over a three-year period.

Setting Award Levels in 2025

In 2025, we issued awards under the 2021 LTI Plan that are intended to align long-term compensation incentives with shareholders' interests. Each award consists of equal amounts of RSUs and PSUs, which were subject to the terms described in the table below:

Average ROE and cumulative EPS are equally weighted and were set to be moderately difficult to achieve. Each performance goal is measured using a threshold, target and maximum level of 50%, 100% and 150%, respectively, with performance below threshold resulting in no vesting with respect to such measure. Our board retained limited rights to adjust the measures to reflect modifications outside the control of Company management made by regulatory agencies. However, no such adjustments have been made since the issuance of the awards. Actual targets used in our PSU cycles are not disclosed until each cycle is completed to safeguard the confidentiality of our long-term outlook on projected performance. This policy is aligned with our long-standing disclosure practice to not provide performance guidance.

Market performance can add up to another 50% of the award target, enabling a maximum payout of 150% on average ROE and cumulative EPS to increase the overall plan maximum to 200%. If the Company's relative total shareholder return compared to the

EEI index companies is at or below the 50th percentile, between the 50th percentile and 75th percentile, or at or above the 75th percentile, the numbers of units earned based on average ROE and cumulative EPS will not change, increase by 25%, and increase by 50% of the initial units granted, respectively.

For 2025, based on a review of market data and individual performance, the board determined that the LTI targets for certain NEOs were below market and adjusted those targets. Our CEO was granted aggregate RSUs and PSUs equal to 160% of base salary, while the remaining named executive officers were granted aggregate RSUs and PSUs, as a percentage of base salary, in the following amounts: J. Bushek – 125%; C.A. Renlund – 60%; L. Hobbie – 50%; and J. Lorenz – 60%. Additional information regarding vesting in the event of a change in control is provided under "Potential Payments upon Employment Termination or Change in Control."

2023 Long-Term Incentive Results and Payouts

The board granted PSU awards to participants under the 2021 LTI Plan in 2023. Payouts on those PSUs were measured over a three-year performance period ending on December 31, 2025, based upon a target cumulative EPS over the three-year performance period of $9.06 and a target ROE of 9.49% for the three-year performance period. The cumulative three-year impact of the Company's performance against the EPS and ROE performance measures was a 50% increase in the vesting percentage of the PSUs for a total vesting level of 150%. Similar to the PSUs awarded in 2025, as described above, the number of units earned was subject to adjustment, from 0% to 50%, based upon our TSR over the three-year period relative to the TSR of the EEI index companies. Our TSR for that three-year period was at the 35th percentile of the peer group, resulting in no further modification. Each NEO vested at 150% of the target PSUs granted, with the PSUs settled in cash. The actual payouts were determined by multiplying the number of vested PSUs by the closing price of our common stock on December 31, 2025.

Other Elements of Our 2025 Executive Compensation Programs

Other Benefits

Our named executive officers participate in our corporate-wide benefit programs. In addition, the Company provides the named executive officers with limited yet competitive benefits that the Committee believes are consistent with the Company’s philosophy of attracting and retaining talent.

All of our NEOs participate in our 401(k) retirement plans and, depending on their date of hire, our NEOs are eligible to participate in our pension plan (the Retirement Plan) and other retirement plans as described further below.

Based on the dates they became executive officers, the Company offers two named executive officers, J. Keebler and L. Hobbie, certain executive supplemental retirement benefits under individual income continuation agreements. Retirement benefits under the agreements supplement benefits from the qualified pension plan (Retirement Plan). The benefit formulas are outlined below in the 2025 Pension Benefits Table.

Executives hired after December 31, 2006, are not eligible to participate in the Retirement Plan but do participate, like all employees hired after December 31, 2006, in an enhanced 401(k) retirement plan. C.A. Renlund and J. Bushek were hired after December 31, 2006 and participate in the enhanced 401(k) retirement plan. J. Lorenz, hired prior to 2007, participates in the Retirement Plan and a 401(k) plan with a lower employer contribution.

Our NEOs are also eligible to participate in the 2023 Deferred Compensation Supplemental Executive Retirement Plan (2023 DCSERP). The 2023 DCSERP provides participants with the ability to defer compensation into market-based notional investments (including Company stock), provide restoration benefits lost as a result of defined contribution plan compensation limits under the Internal Revenue Code of 1986, as amended (Code), and provide supplemental market-based retirement benefits to help us recruit and retain executives. Executives with an income continuation agreement are not eligible for restoration or supplemental benefits under the 2023 DCSERP. Discretionary contributions are also permitted under the 2023 DCSERP.

The board has approved contributions for all eligible participants under the 2023 DCSERP, excluding executive officers with income continuation agreements, consisting of a restoration contribution equal to 9.5% of compensation above limits applicable to the defined contribution tax-qualified retirement plans under the Code and a supplemental contribution of 6% of compensation.

Additional information regarding the 2023 DCSERP is shown in the 2025 Nonqualified Deferred Compensation Table.

The Company also purchases individual supplemental disability policies for executive officers of the Company, including each of the named executive officers. The policies pay disabled individuals a supplemental disability benefit in excess of the group disability coverage up to 60% of salary and STI; coverage varies by individual and may be adjusted from year to year with approval from the Committee.

Severance Arrangements

During 2025, each of the NEOs were subject to a Severance Agreement that provided for severance benefits upon certain qualifying terminations of employment with the Company. The Committee believes that these severance benefits (1) help secure the

continued employment and dedication of our NEOs and (2) are important as a recruitment and retention device, as many of the companies with which we compete for executive talent have similar agreements in place for their senior management.

Additional information regarding the employment arrangements with each of our NEOs, including, with respect to each of our NEOs, a quantification of the payments and benefits that would have been received by each such NEO had his or her employment terminated on December 31, 2025, is provided under “Potential Payments upon Employment Termination or Change in Control.”

Clawback Provisions

The Company has adopted the MGE Energy, Inc. Policy on Recoupment of Incentive Compensation to comply with SEC and Nasdaq listing rules that require the Company to recoup incentive compensation paid to certain current or former executive officers of the Company, including the NEOs, in the event of an accounting restatement.

Stock Ownership Guidelines

Our Stock Ownership Guidelines are an important feature of our compensation philosophy that helps align the interests of our executives with those of our shareholders. Executives are expected to achieve the applicable ownership requirement within the later of five years of the date they assume their current position or from adoption of the guidelines.

The guidelines vary by position. For the Chief Executive Officer, they are equal to a multiple of three times annual base salary. For Executive Presidents, Senior Vice Presidents or the Chief Financial Officer, they are equal to a multiple of 1.5 times annual base salary; and for all other Vice Presidents, they are equal to a multiple of one times annual base salary.

An officer can meet the ownership guidelines through the following combination of "Qualifying Shares": (i) shares of common stock owned outright, (ii) vested and unvested restricted stock and restricted stock units awarded under the 2021 LTI Plan, and (iii) notional shares in the "MGEE Stock Deemed Investment Fund" under MGE's 2023 Deferred Compensation Supplemental Executive Retirement Plan (2023 DC SERP) and/or other Deferred Compensation Agreements. Unearned performance awards do not count for this purpose.

All the NEOs have achieved, or are on track to achieve, the stated stock ownership requirement by the date specified for achievement.

Anti-Pledging and Hedging Policies

We maintain a "no pledging" policy that prohibits directors and executive officers from pledging their shares of the Company's common stock to secure indebtedness, including a prohibition against maintaining those shares in a brokerage margin account.

We also maintain a "no hedging" policy that prohibits directors and executive officers from engaging in any kind of hedging transaction that seeks to reduce or limit that person's economic risk associated with his or her ownership of shares of the Company's common stock.

How We Make Executive Compensation Decisions

Our approach to establishing executive compensation is to assess periodically the ranges of comparable executive compensation within the competitive market and then to set overall compensation within a competitive market range. Market-based salary ranges are examined for each position, and an executive's positioning within that range is determined by that individual's experience in their position as well as the Committee's evaluation of that individual's performance during the year.

Our compensation programs are designed to link a significant portion of the compensation of our named executive officers to defined performance standards that promote a balance of the drive for near-term earnings and returns with growth in long-term shareholder value.

Our Executive Compensation Philosophies and Objectives

The principal goal of our compensation programs is to pay our employees, including all our executive officers, at levels which:

In addition to its review of external competitive factors, the Committee considers internal equity among colleagues in determining compensation levels. This means that while the Committee considers competitive pay data for specific positions, such data is not the sole factor considered in setting pay levels as the Committee believes promoting internal equity helps to provide long-term stability among its senior management.

Our Committee believes it is important to place a significant amount of an executive's total compensation at risk in the form of variable pay, including both short-term and long-term incentives, in order to better align the Company's pay packages with the interests of our shareholders and customers. Actual award levels are determined based on a variety of factors examined by the Committee, including Company performance, individual performance and market data. In addition, the board considers progress on long-term corporate strategy and performance in setting incentive targets under this program.

An additional element of our compensation strategy is to promote a long-term commitment to the Company. As a consequence, while we believe compensation should have a strong performance link, we also believe the Company benefits from creating a team of tenured, seasoned professionals with significant industry experience. The purpose of this long-term compensation mechanism, including vesting requirements and annual grant design, is to promote long-term retention and stability among the senior management team by creating significant potential forfeitures of value for employees who depart for other employment opportunities. The Committee believes this approach will appropriately reward our executives while protecting the Company's long-term investment in its executives.

Our Committee does not believe that our policies and practices with respect to executive and nonexecutive compensation are likely to encourage risk taking outside our established policies, practices and risk management programs.

Role of the Human Resources and Compensation Committee

The Committee, in consultation with its compensation consultant and the other independent directors on our board, determines the amounts and elements of compensation for our executive officers and provides overall guidance for our executive compensation policies and programs. Our independent directors are responsible for the final approval of those recommendations, as they relate to the compensation of our CEO; and our board, including our CEO, is responsible for the final approval of those recommendations as they relate to the compensation of our executive officers other than our CEO. Additional information about the Committee is described in its charter, which can be found on our website mgeenergy.com/governance.

Under its charter, our Committee is empowered to retain, compensate and terminate compensation consultants and other advisors as considered necessary to the accomplishment of its work. The Committee determined to renew the engagement of FW Cook as an independent compensation consultant to advise the Committee with respect to executive compensation decisions for 2025.

To arrive at informed decisions, the Committee collects and/or considers input from various sources and may invite certain senior executives or non-Committee board members to attend Committee meetings to discuss executive compensation and individual performance. Subject to the Committee's direction, invitees provide additional insight, suggestions or recommendations regarding compensation decisions. Deliberations generally occur with input from the compensation consultant, management or other board members. Only independent board members may vote on compensation decisions for the CEO, which are always done without the CEO being present.

The Committee also considers the results of the shareholder advisory vote on executive compensation. That vote, which last occurred at our Annual Meeting in 2025, expressed strong approval for our executive compensation programs. As a result, the Committee has not changed its basic compensation policies.

Guidance from Independent Compensation Consultant

FW Cook was hired as an independent compensation consultant in 2024 to assist the Committee with a review and benchmarking of the Company's compensation programs and levels. FW Cook provided benchmarking updates in December 2024. The consultant was hired directly by the Committee, and the Committee retains full autonomy to direct the consultant's activities. The consultant has no prior relationship with our CEO or any of our Company's senior management. The consultant was determined by the Committee to be independent in connection with its original retention and was redetermined to be independent in 2025, after considering the independence factors prescribed by Nasdaq, in connection with the selection of compensation consultants. The Committee asked its compensation consultant to develop an approach and conduct studies to determine "competitive market" compensation. Working with the Committee, the compensation consultant identified a peer group for the study, and used general and industry-specific survey data as well as information available from published proxy statements. The objective was to identify companies representing the Company's broad labor market for talent while maintaining comparability, having sufficient size to avoid distortions from a single company, and ensuring sufficient and credible data are available.

In the process of assisting the Committee, the compensation consultant may interact directly with our CEO, General Counsel, Chief Financial Officer, head of Human Resources and their staffs to provide the Committee with relevant compensation and performance data for our executives and the Company. In addition, the consultant may seek comments and feedback from specific members of our Company's management to the extent the consultant finds it necessary or desirable to do so.

Comparison to Relevant Peer Group

The Committee considered three sources of market data in making its determinations on executive compensation levels: an industry-specific peer group where the Committee reviewed and approved specific companies, general industry survey data covering companies of similar revenues, and industry specific data covering companies of similar revenues and business models. No specific weighting was assigned to each of the industry specific peer group, general industry, and industry-specific data presented in FW Cook’s report. The peer group used in FW Cook’s market study was reviewed and approved by the Committee in October 2024 prior to issuance of the market study in December 2024. The approved peer group included no changes to the group last reviewed and approved in 2023. The companies in the peer group are listed below.

When reviewing competitive market data, the Committee examines the range of market data but does not set a specific targeted percentile as part of its compensation philosophy. An executive's positioning against the competitive labor market is intended to reflect that executive's experience, marketability and performance over a period of time. While we use benchmarking as described above in determining appropriate compensation ranges, the Committee avoids making "automatic" adjustments based on an employee's positioning relative to the market. The Committee believes this approach better utilizes competitive data to facilitate rather than drive the Company's pay decisions, which we believe allows us flexibility to adjust pay decisions based on individual performance and other factors deemed relevant by the Committee.

Depending on whether the Company and individual performance meets expectations, realized total compensation during any given year may be above or below the benchmark compensation levels. The amount and structure of compensation can also vary by executive due to negotiations and competitive pressures inherent in attracting and hiring experienced leaders in the utilities industry. To help attract and retain such talent, the Committee also seeks to provide an appropriate level of employee benefits comparable to those in the utility industry and to publicly traded companies.

Human Resources and Compensation Committee Report

The Human Resources and Compensation Committee of the Board of Directors of MGE Energy oversees the Company's compensation programs on behalf of the board. In fulfilling its oversight responsibilities, the Committee reviewed and discussed with management the "Executive Compensation - Compensation Discussion and Analysis" set forth in this Proxy Statement.

In reliance on the review and discussions referred to above, the Committee recommended to the board that the "Executive Compensation - Compensation Discussion and Analysis" be included in this Proxy Statement, which is incorporated by reference in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Marcia M. Anderson (Chair)

James G. Berbee

Londa J. Dewey

Daniel J. Kelly

Angela S. Rieger

2025 Summary Compensation Table

Shown below are the elements of compensation paid or earned by our CEO, our CFO and our three most highly compensated executive officers (other than our CEO and CFO) serving as of December 31, 2025, during the fiscal years ended December 31, 2025, 2024, and to the extent required by SEC rules, 2023.