DEF 14A of Mge Energy Inc, Apr 2, 2026

DEF 14A of Mge Energy Inc

Filed Apr 2, 2026 · FY20250001161728-26-000005

Open on EDGAR

  1. Our Director Nominees

    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.

  2. Majority Vote Resignation Policy

    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.

  3. Majority Vote Resignation Policy

    | Your Board recommends a vote "FOR" each nominee. | | | | | Nominee Biographies | | | Class I – Term Expiring in 2026 | | | James G. Berbee Age 62 | Independent Director since: 2018 Committees: Human Resources and Compensation, Corporate Governance | | | | Qualifications | | Key Experiences | | | Mr. Berbee brings to the Board extensive business experience, including with respect to leadership, strategic growth, operational oversight and corporate governance. Mr. Berbee also has significant technology and cybersecurity experience, bringing the Board valuable insight with respect to its risk oversight practices. Director skills: Financial Acumen Technology/Security Strategic Leadership/Governance Legal/Regulated Industry Customer/Community/Workforce | | ▪ Chairman and co-founder of WiscMed LLC, a medical device company that designed the Wispr digital otoscope, from 2015 to present ▪ Licensed physician ▪ Former Chairman and CEO of Berbee Information Network Corp., a network integration services and e-business consulting company ▪ Former Chair of the Wisconsin Alumni Research Foundation and holds several patents ▪ Master of Science in mechanical engineering and a Master of Business Administration from the University of Wisconsin-Madison ▪ Graduated from Stanford University School of Medicine | | | | Londa J. Dewey Age 65 | Independent Director since: 2008 Committees: Human Resources and Compensation, Corporate Governance, Executive | | | | Qualifications | | Key Experiences | | | Ms. Dewey brings significant strategic leadership and governance experience as a chief executive officer, as well as strong financial skills through her prior experience as President of the Private Client Group and Market President at U.S. Bank. She also has extensive experience serving on both for-profit and nonprofit boards, giving her a deep understanding of effective organizational oversight. Director skills: Financial Acumen Strategic Leadership/Governance Legal/Regulated Industry Environmental/Safety | | ▪ Chief Executive Officer of QTI Management Services, Inc., a human resources and staffing company, since 2007 ▪ Past President of the Private Client Group and Market President at U.S. Bank where she was an employee from 1982 to 2007 and an Officer from 1985 to 2007 ▪ Holds the following directorships: American Family Insurance; Wealth Management Company, Northwestern Mutual Life; and Puelicher Center (UW business school). Past directorships include: Board Chair Meriter Health Services and Meriter Hospital, Wausau Paper Inc., Board Chair Edgewood College, Board Chair United Way of Dane County and Foundation | |

  4. Majority Vote Resignation Policy

    | | Angela S. Rieger Age 58 | Independent Director since: 2024 Committees: Human Resources and Compensation, Corporate Governance | | Qualifications | Key Experiences | | Ms. Rieger brings to the Board extensive business experience, including with respect to strategy development, operations oversight and organizational leadership. She also brings strategic leadership and governance expertise gained through her several leadership roles at Lands’ End. Director skills: Financial Acumen Strategic Leadership/Governance Legal/Regulated Industry Environmental/Safety Operations Customer/Community/Workforce | ▪ Retired Executive Vice President, Chief Transformation Officer at Lands' End, a clothing and home decor retailer, from 2023 to April 2025, where she was responsible for all aspects of the product life cycle, from initial development through final sale ▪ Previously, held several progressively advanced leadership roles at Lands' End, including Senior Vice President of International and Wholesale from 2019 through 2022 and Senior Vice President Global Planning and Inventory from 2014 to 2019 ▪ Serves on boards of Thrivent Financial and American Family Children's Hospital Development Partners Advisory Board ▪ She previously served on the boards of Clean Lakes Alliance and Women in Retail Leadership | | Other Members of the Board of Directors Class II – Term Expiring in 2027 | | | | Patricia K. Ackerman Age 65 | Independent Director since: 2024 Committees: Audit | | Qualifications | Key Experiences | | Ms. Ackerman brings a unique perspective to the Board as a former head of investor relations and with extensive experience in corporate responsibility and sustainability matters. She also has a background in financial management. Director skills: Financial Acumen Strategic Leadership/Governance Legal/Regulated Industry Environmental/Safety | ▪ Retired Senior Vice President, Investor Relations, Corporate Responsibility and Sustainability, and Treasurer of A.O. Smith, a global water heater and boiler manufacturing company, from 2018 to 2022 ▪ Served as the Management representative for A.O. Smith's Audit Committee and ESG advisor to the Board ▪ Served on the board of directors and as Governance Committee Chair for the American Red Cross for Southeast Wisconsin, Investment Policy Committee for Aurora Healthcare and a Finance Committee Member for the Wisconsin Multiple Sclerosis Society ▪ External Advisory Board member for the University of Wisconsin School of Business and is past chair for Milwaukee Women, Inc. ▪ Has her MBA from Marquette University |

  5. Majority Vote Resignation Policy

    | | Marcia M. Anderson Age 68 | Independent Director since: 2018 Committees: Human Resources and Compensation | | Qualifications | Key Experiences | | Ms. Anderson brings to the Board significant leadership experience through her extensive military service, in addition to experience with public utility operations. Ms. Anderson also has public board experience, giving her valuable corporate governance experience, and bringing to the Board key insights regarding corporate reporting. Director skills: Financial Acumen Strategic Leadership/Governance Legal/Regulated Industry Environmental/Safety Operations Customer/Community/Workforce | ▪ Owner of Elan Solutions, LLC, a consulting service that provides services to organizations in human capital and strategic planning, from 2020 to present ▪ Former Clerk of Court of U.S. Bankruptcy Court - Western District of Wisconsin until her retirement in 2019 ▪ Has a Juris Doctor from Rutgers University School of Law and a Master of Strategic Studies from the U.S. Army War College ▪ Retired from the Army in May 2016 with a rank of Major General ▪ Worked for General Public Utilities Corporation early in her career ▪ Serves on the board of directors for the Green Bay Packers ▪ Previously served on the board of directors for Nicolet National Bank | | | Jeffrey M. Keebler Age 54 Director since: 2017 Committees: Executive | | Qualifications | Key Experiences | | Mr. Keebler has served in a wide variety of roles with increasing responsibility over almost three decades with MGE Energy and MGE. Mr. Keebler brings to the Board a deep understanding of the public utility space and insight into the business of MGE Energy and MGE. Director skills: Financial Acumen Technology/Security Strategic Leadership/Governance | ▪ Chairman of MGE Energy, Inc., and Madison Gas and Electric Company since October 1, 2018 ▪ President and Chief Executive Officer of MGE Energy, Inc., and Madison Gas and Electric Company since March 1, 2017 ▪ Was Senior Vice President - Energy Supply and Planning of Madison Gas and Electric Company, a position he held since July 2015 ▪ Was Assistant Vice President - Energy Supply and Customer Service, a position he held since January 2012 ▪ Has been employed at Madison Gas and Electric Company since 1995 ▪ Has a Master of Business Administration and has been involved in the public utility business for 30 years ▪ Holds the following directorships: Director of ATC Management Inc. and ATC Development Manager Inc., Director of the University of Wisconsin Research Park and Director of United Way of Dane County |

  6. Majority Vote Resignation Policy

    | Legal/Regulated Industry Environmental/Safety Operations Customer/Community/Workforce |

  7. Majority Vote Resignation Policy

    | | Gary J. Wolter Age 71 Director since: 2000 Committees: Executive |

  8. Majority Vote Resignation Policy

    | Qualifications | Key Experiences | | Mr. Wolter served in a number of roles throughout his more than 30 years with MGE Energy and MGE, including 28 years as an officer. Mr. Wolter brings to the Board a wealth of industry and company-specific knowledge, in addition to his financial and legal acumen. Director skills: Financial Acumen Technology/Security Strategic Leadership/Governance Legal/Regulated Industry Environmental/Safety Operations Customer/Community/Workforce | ▪ Past Chairman, President and Chief Executive Officer of MGE Energy, Inc., and Madison Gas and Electric Company until March 1, 2017, and was an officer since 1989 and an employee since 1984 ▪ Was an attorney ▪ Has been involved in the public utility business for 40 years ▪ Holds or has held the following directorships: Chairman of National Guardian Life Insurance Company, Director of the Oscar Rennebohm Foundation, and former Chair of the Board of Authority for the University of Wisconsin Hospitals and Clinics |

  9. Majority Vote Resignation Policy

    | | Class III – Term Expiring in 2028 | | | Daniel J. Kelly Age 63 | Independent Director since: 2024 Committees: Audit, Human Resources and Compensation | | Qualifications | Key Experiences | | Mr. Kelly brings to the Board strong financial expertise and strategic leadership experience, particularly through his former roles at American Family Insurance. He also has extensive knowledge of public accounting, corporate reporting, financial services, risk management, operational oversight and corporate governance. Director skills: Financial Acumen | ▪ Senior Lecturer, University of Wisconsin-Madison, School of Business, September 2021 to present ▪ Director Kelly held various executive leadership positions over his 36-year career with American Family Insurance, including: ▪ Chief Underwriting Officer from 2022 through 2023, where he was responsible for |

  10. Majority Vote Resignation Policy

    | Strategic Leadership/Governance Legal/Regulated Industry Customer/Community/Workforce | overseeing product management of the organization's property and casualty product portfolio ▪ Chief Financial Officer, from 2011 through 2021, where accountabilities included Controller, Enterprise Risk Management, Reinsurance, Investments, Internal Audit and Facilities ▪ Vice President of Human Resources from 2007 through 2011 ▪ Serves on the University of Wisconsin-Madison Athletic Board since 2023 and the University of Wisconsin Carbone Cancer Center Advisory Board since 2020 ▪ Served on the Risk Management and Insurance MBA Advisory Board from 2017 – 2025, University of Wisconsin-Madison School of Business Dean's Advisory Board from 2012-2024, and Edgewood College School of Business Advisory Board from 2018-2020 ▪ Is a certified public accountant and has his MBA from the University of Wisconsin-Madison | | | James L. Possin Age 74 | Independent Director since: 2009 Committees: Audit, Executive, Corporate Governance | | Qualifications | Key Experiences | | Mr. Possin brings to the Board extensive knowledge of public accounting, tax matters, corporate reporting, financial services and risk management through his certified public accounting background, as well as his audit committee experience. Director skills: Financial Acumen Strategic Leadership/Governance Legal/Regulated Industry Customer/Community/Workforce | ▪ Is a certified public accountant and holds a BBA in accounting and a Juris Doctor from the University of Wisconsin-Madison ▪ Self-employed tax consultant with James L. Possin CPA LLC from 2008 through 2018 ▪ Former partner at Grant Thornton LLP where he advised on tax- and financial-related matters until his retirement in 2007 ▪ Was a past member of the Audit, Finance and Insurance Council of Oakwood Lutheran Homes Association, Inc. |

  11. Majority Vote Resignation Policy

    | | Noble L. Wray Age 65 | Independent Director since: 2021 Committees: Audit, Corporate Governance | | | Qualifications | | Key Experiences | | ▪ Mr. Wray is a community leader and brings to the Board significant leadership experience. Mr. Wray’s nonprofit and government board service give him significant expertise in effective governance and leadership, with a focus on community engagement. Mr. Wray also brings to the Board strong financial acumen. Director skills: Financial Acumen Technology/Security Strategic Leadership/Governance Legal/Regulated Industry Environmental/Safety Operations Customer/Community/Workforce | | ▪ Served as Chief of Police, Practices and Accountability for the U.S. Department of Justice in 2016 ▪ Former Chief of Police, City of Madison, until his retirement in 2013 ▪ Helped lead the national initiative to implement the U.S. Department of Justice 21st Century policing reforms ▪ Currently serves on Wisconsin Governor's Pardon Advisory Board ▪ Co-chaired Wisconsin Governor Doyle's bipartisan State Commission on Reducing Racial Disparity in the Criminal Justice System ▪ Since 2014, has consulted as a subject matter expert on the use of force and organizational transformation for several police agencies nationally ▪ Holds a Bachelor of Science degree in Criminal Justice from the University of Wisconsin-Milwaukee ▪ Graduate of the Wisconsin Department of Justice Executive Leadership Course ▪ Received an honorary Doctor of Philosophy in Social Welfare degree from the University of Wisconsin-Milwaukee ▪ Certified trainer/consultant for both Stephen Covey and COPS Office Fair and Impartial Policing ▪ In addition to serving on many community boards, in 2014, served as Interim President and CEO of the Urban League of Greater Madison |

  12. Majority Vote Resignation Policy

    | Governance Snapshot |

  13. Majority Vote Resignation Policy

    | Board Structure | | ▪ Eight out of 10 directors are independent ▪ 100% independent key board committees: Corporate Governance, Audit, and Human Resources and Compensation ▪ Ongoing board refreshment: Four new directors since 2021 ▪ Strong Lead Independent Director role ▪ Director tenure average of nine years |

  14. Majority Vote Resignation Policy

    | Board Independence | Director Tenure | | 80% are independent | 9 years average tenure | | Director Tenure Ranges | | | <5 years ■■■■ 5-10 years ■■■ 10+ years ■■■ | |

  15. Majority Vote Resignation Policy

    Board Refreshment 4 new directors since 2021

  16. Majority Vote Resignation Policy

    | | | | | | September 2021 Noble Wray | March 2024 Patricia Ackerman | March 2024 Daniel Kelly | March 2024 Angela Rieger | | All directors have extensive experience in the following: | | Other key professional skills include experience in the following: | |

  17. Majority Vote Resignation Policy

    | Demographic Information | Ethnic/Racial Diversity | | Four of our directors identify as female and two of our directors identify with a racial background from an underrepresented community. One director is a military veteran. | 20% are people of color | | | Gender Diversity | | | 40% are women |

  18. Majority Vote Resignation Policy

    | Risk Assessment and Oversight |

  19. Majority Vote Resignation Policy

    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.

  20. Majority Vote Resignation Policy

    | Full Board | | | | Enterprise Risk Management Corporate Sustainability and ESG Customer and Community Engagement | Financial Performance Operations Public and Regulatory Policy | Security - Cyber and Physical Strategic Oversight | | Committees | | | | Audit | Human Resources and Compensation | Governance | | Financial Reporting Compliance Code of Conduct Cyber Compliance Disclosure Ethics | Executive Compensation and Benefits Human Resources Strategies | Board Succession and Composition Board and Corporate Governance CEO Succession |

  21. Majority Vote Resignation Policy

    | Shareholder Engagement and Outreach |

  22. Majority Vote Resignation Policy

    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.

  23. Majority Vote Resignation Policy

    | How We Engage Company officers engage shareholders in several ways, including through: ▪ In-person and virtual meetings with institutional shareholders and others. ▪ Presentations at industry conferences and investor meetings. ▪ Annual disclosure documents, including financial and corporate responsibility and sustainability reports and related disclosures. ▪ Annual Meeting of Shareholders, during which shareholders may ask questions, which are answered either at the meeting or in follow-up afterward. ▪ Review and board discussion of Annual Meeting proxy voting results to understand voting and any shareholder comments. ▪ Responses to inquiries taken through the Company's investor site, board email and in-house Shareholder Services staff. ▪ Annual shareholder newsletters and our investor website, which is updated regularly. These efforts are in addition to the Company's regular and ongoing investor relations program. | Who We Engage Company officers and members of management engage with stakeholders, including: ▪ Institutional shareholders ▪ Retail shareholders ▪ Analysts and investment firms ▪ ESG ratings firms ▪ Proxy advisory firms | | | Topics Discussed in 2025 ▪ Our business strategy for serving new large customers, such as data centers, generation planning and investment opportunities, and sustainability ▪ Climate change and deep decarbonization ▪ Financial performance ▪ Board oversight and general corporate governance matters ▪ Executive compensation |

  24. Majority Vote Resignation Policy

    | Engagement Calendar | | | | | | Post-Annual Meeting: ▪ Review feedback and results from the Annual Meeting and continue to review the Company's governance and compensation practices. ▪ Start planning for fall engagement. ▪ Continue preparation of the Company's annual Corporate Responsibility and Sustainability Report. | | Winter: ▪ Shareholder feedback from the engagement discussions is shared with the board. ▪ The board considers any potential changes to governance, compensation or other proxy disclosures. ▪ Publish our Annual Report on Form 10-K. | | | Fall: ▪ Corporate Governance Committee typically meets to review emerging governance issues. ▪ Management begins institutional shareholder engagement and outreach. ▪ Begin review of updates to our annual Proxy Statement. ▪ Share with investors our annual Corporate Responsibility and Sustainability Report. | | Pre-Annual Meeting: ▪ Publish our Annual Report and Proxy Statement. ▪ Conduct follow-up shareholder discussions, if warranted, to discuss important Annual Meeting matters. ▪ Host Annual Meeting of Shareholders, typically in mid-May. |

  25. Majority Vote Resignation Policy

    | Corporate Responsibility and Sustainability |

  26. Majority Vote Resignation Policy

    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.

  27. Nonemployee Director Compensation

    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.

  28. Nonemployee Director Compensation

    | 2025 Director Compensation | | | | | Name | Fees Earned or Paid in Cash | Stock Awards | Total | | (a) | ($)(1) (b) | ($)(2) (c) | ($) (h) | | Patricia K. Ackerman | 97,845 | 85,000 | 182,845 | | Marcia M. Anderson | 97,500 | 85,000 | 182,500 | | James G. Berbee | 85,000 | 85,000 | 170,000 | | Londa J. Dewey | 85,000 | 85,000 | 170,000 | | Daniel J. Kelly | 85,000 | 85,000 | 170,000 | | James L. Possin | 109,655 | 85,000 | 194,655 | | Angela S. Rieger | 85,000 | 85,000 | 170,000 | | Gary J. Wolter | 85,000 | 85,000 | 170,000 | | Noble L. Wray | 85,000 | 85,000 | 170,000 |

  29. Nonemployee Director Compensation

    (1) Consists of the amounts described below under "Cash Compensation." (2) Restricted (time-based) units were awarded to each of our directors in March 2025 under our 2021 Long-Term Incentive Plan (2021 LTI Plan). For 2025, the annual equity grant had a grant date fair value of $85,000. 2025 awards granted under the 2021 LTI Plan vest at the end of a one-year period and allow for continued vesting in the event of death, disability or retirement or immediate vesting due to a change of control. The amount shown represents the March 2025 grant date fair value of that award, calculated in accordance with FASB ASC 718 based on the closing stock price on the grant date. The award will be settled in stock or a combination of cash and stock, which, in the case of the awards granted in March 2025, was issued or paid during the first quarter of 2026. At December 31, 2025, there were three awards outstanding for each director representing a total of 3,329 units except for Directors Ackerman, Kelly and Rieger, who joined our board in March 2024 and who each held two awards outstanding representing 1,979 units.

  30. Directors and Executive Officers

    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.

  31. Directors and Executive Officers

    | Name | Number of Shares Beneficially Owned | Percent of Class | Restricted Stock Units (1) | 2023 DC SERP (4) | Total Shares Considered Owned Under Our Common Stock Ownership Guideline | | Patricia K. Ackerman | 734 | * | 2,100 | - | 2,834 | | Marcia M. Anderson | 3,279 | * | 2,306 | - | 5,585 | | James G. Berbee | 9,419 | * | 2,306 | - | 11,725 | | Jared J. Bushek | 2,391 | * | 8,405 | 3,214 | 14,010 | | Londa J. Dewey | 7,135 | * | 2,306 | - | 9,441 | | Lynn K. Hobbie | 11,392(3)(5) | * | 2,494 | - | 13,886 | | Jeffrey M. Keebler | 8,991(2) | * | 22,974 | 4,829 | 36,794 | | Daniel J. Kelly | 924 | * | 2,100 | - | 3,024 | | James J. Lorenz | 2,914 | * | 3,441 | - | 6,355 | | James L. Possin | 6,863 | * | 2,306 | - | 9,169 | | Cari Anne Renlund | 2,474 | * | 4,577 | - | 7,051 | | Angela S. Rieger | 924 | * | 2,100 | - | 3,024 | | Gary J. Wolter | 22,638(3) | * | 2,306 | - | 24,944 | | Noble L. Wray | 2,188 | * | 2,306 | - | 4,494 | | All directors and executive officers as a group (17 persons) | 73,906 | * | 69,369 | 8,043 | 151,318 |

  32. Directors and Executive Officers

    * 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.

  33. Executive Compensation Program

    | | Pay Element | | | | | | Salary | Annual Cash Incentive Awards | Performance Share Units (PSUs) | Restricted Stock Units (RSUs) | | Who Receives | All NEOs | | | | | When Granted | Annually | | | | | Form of Delivery | Cash | | Combination of cash or equity | Equity | | Type of Performance | Short-term emphasis | Short-term emphasis (variable) | Long-term emphasis (variable) | | | Performance Period | 1 Year | | 3 Year | | | How Payout Determined | Human Resources and Compensation Committee (Committee) and board determination based on skills, experience, internal equity, performance, external market, responsibilities | Based upon objectives established by Committee and board | Based upon objectives established by Committee and board plus stock price at vesting | Based upon stock price at vesting | | 2025 Performance Measures | Individual performance expectations | Earnings per share (EPS), customer satisfaction ratings, service reliability, | EPS, Return on Equity (ROE), Relative Total Shareholder Return (TSR), Stock Price | At-risk based on stock price fluctuations |

  34. Annual Cash Incentive Awards

    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.

  35. Setting the Target Opportunity under Short-Term Incentive Program

    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: • 40% upon the achievement of objective targets, • 30% upon a subjective assessment of the degree of achievement of corporate goals, and • 30% upon a subjective assessment of the degree of achievement of individual goals.

  36. 2025 STI Pay for Performance Alignment

    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: Metric-Specific Targets (40% at targeted level of performance) 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%.

  37. 2025 STI Pay for Performance Alignment

    | Metric-Specific Targets - 40% at Targeted Level of Performance | | | | | | | | | Percent of Overall Incentive Pool at | Required Level of Performance (1) | | | | Percent of Overall Incentive Pool at | | Goals | Target Performance | Threshold | Target | Maximum | Actual | Actual Performance | | Earnings Per Share | 20% | $3.09 | $3.43 | $3.77 | $3.72 | 28.5% | | Customer Satisfaction Ratings: | | | | | | | | Overall satisfaction rating in annual customer survey for residential customers (2) | 5% | 4.10 | 4.40 | 4.70 | 4.62 | 6.8% | | Overall satisfaction rating in annual customer survey for commercial customers (2) | 5% | 4.10 | 4.40 | 4.70 | 4.64 | 7.0% | | Service Reliability: | | | | | | | | Electric reliability (average of SAIFI and SAIDI reported in national survey based on 2024 results) (3)(4) | 5% | Top-half | Top-quartile | Top-decile | Top-decile | 7.5% | | Gas safety measures (average response time for emergency calls and third-party damages rankings in national survey based on 2024 results) (4) | 5% | Top-half | Top-quartile | Top-decile | Top-decile | 7.5% | | Total | 40% | - | - | - | - | 57.3% |

  38. 2025 STI Pay for Performance Alignment

    (1) Incentive paid at 50% of Target at the Threshold level, 100% at Target level and 150% of Target at the Maximum level. (2) Scale of 1 to 5, with 1 being very dissatisfied and 5 being very satisfied. The survey was conducted during 2025 by an independent market research firm. (3) SAIFI (System Average Interruption Frequency Index) is an industry-recognized measure defined by the Institute of Electrical and Electronic Engineers (IEEE) as the number of outages a typical customer experiences in a year. SAIDI (System Average Interruption Duration Index) is an industry-recognized measure defined by the IEEE as the length of time a typical customer experiences a loss of service annually. The survey results exclude major events such as major storm events. (4) The 2024 national survey provides the most current published data. • Other Corporate Goals (30% at targeted level of performance) 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. Individual Performance Goals (30% at targeted level of performance) 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.

  39. Long-Term Incentive Program

    Long-Term Incentive Program

  40. Long-Term Incentive Pay for Performance Alignment

    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.

  41. Setting Award Levels in 2025

    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:

  42. Setting Award Levels in 2025

    | Long-Term Incentive Plan | | | | PSUs | ▪ 50% of target LTI opportunity ▪ Performance goals and weightings: ▪ 50% average ROE ▪ 50% cumulative EPS ▪ Performance modifier: Relative TSR ▪ 2025-2027 performance period, with vesting 0% - 200% payout curve (threshold vesting of 50%) | ▪ Multiyear vesting schedule with 100% of the award scheduled to vest on December 31, 2027, subject to continued service and achievement of the applicable performance goals. ▪ The total number of PSUs ultimately settled will equal the percentage achievement of the performance measures plus the percentage achievement of the market measure, multiplied by the target number of PSUs granted. ▪ May be settled in cash, stock or a combination of cash and stock, based on NEO election at or before the end of the performance period. | | RSUs | ▪ 50% of target LTI opportunity | ▪ Cliff-vest on December 31, 2027 ▪ Stock-settled |

  43. Setting Award Levels in 2025

    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."

  44. 2023 Long-Term Incentive Results and Payouts

    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.

  45. Severance Arrangements

    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.”

  46. Our Executive Compensation Philosophies and Objectives

    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: • Reflect how well we are achieving our corporate mission as well as realizing both short-term and long-term corporate strategy; • Are consistent with our current financial condition, recent earnings, rates and total shareholder return; • Reflect each individual's performance, experience, and overall actual and potential contributions to our Company; • Are competitive in the marketplace for similarly situated employees; and • Provide the ability to attract and retain the talent we need. 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.

  47. Guidance from Independent Compensation Consultant

    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.

  48. Comparison to Relevant Peer Group

    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.

  49. Comparison to Relevant Peer Group

    | Companies Used for Compensation and Benchmark Purposes | | | | ALLETE, Inc. | IDACORP, Inc. | Otter Tail Corporation | | Avista Corporation | Northwest Natural Holding Company | Suburban Propane Partners, L.P. | | Chesapeake Utilities Corporation | NorthWestern Energy Group, Inc. | Sunnova Energy International, Inc. | | Genie Energy Ltd. | Ormat Technologies Inc. | Unitil Corporation |

  50. Comparison to Relevant Peer Group

    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.

  51. 2025 Summary Compensation Table

    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.

  52. 2025 Summary Compensation Table

    | 2025 Summary Compensation Table | | | | | | | | | | | | Name and Principal Position | Year | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | Total Without Change in Pension Value | | (1) (a) | (b) | ($) (c) | ($) (d) | ($) (2) (e) | ($) (3) (f) | ($) (4) (g) | ($) (5) (h) | ($) (6) (i) | ($) (j) | ($) | | Jeffrey M. Keebler Chairman, President | 2025 | 795,833 | - | 1,402,881 | - | 865,920 | 531,180 | 17,694 | 3,613,508 | 3,094,737 | | and Chief Executive | 2024 | 758,272 | - | 703,219 | - | 634,725 | 14,170 | 15,745 | 2,126,131 | 2,126,131 | | Officer (PEO) | 2023 | 710,710 | - | 546,536 | - | 559,337 | 740,314 | 9,900 | 2,566,797 | 1,842,707 | | Jared J. Bushek Vice President, | 2025 | 420,868 | - | 582,316 | - | 345,044 | 3,222 | 113,434 | 1,464,884 | 1,464,884 | | Chief Financial Officer | 2024 | 386,819 | - | 252,570 | - | 277,223 | 3,679 | 95,370 | 1,015,661 | 1,015,661 | | and Treasurer (PFO) | 2023 | 347,519 | - | 184,206 | - | 208,584 | 4,212 | 76,358 | 820,879 | 820,879 | | Cari Anne Renlund Vice President, | 2025 | 413,180 | - | 273,183 | - | 270,607 | - | 102,953 | 1,059,923 | 1,059,923 | | General Counsel | 2024 | 395,900 | - | 206,525 | - | 217,234 | - | 93,785 | 913,444 | 913,444 | | and Secretary | 2023 | 377,048 | - | 187,887 | - | 184,846 | - | 82,938 | 832,719 | 832,719 | | Lynn K. Hobbie Former Executive | 2025 | 389,012 | - | 214,485 | - | 220,588 | 28,376 | 58,427 | 910,888 | 882,512 | | Vice President | 2024 | 373,142 | - | 195,899 | - | 200,711 | - | 11,484 | 781,236 | 781,236 | | | 2023 | 358,790 | - | 199,890 | - | 197,270 | 241,087 | 9,900 | 1,006,937 | 765,850 | | James J. Lorenz Vice President, | 2025 | 328,631 | - | 219,156 | - | 195,382 | 185,188 | 58,846 | 987,203 | 802,015 | | Energy Operations | 2024 | 294,786 | - | 132,416 | - | 173,334 | 69,759 | 43,297 | 713,592 | 643,833 |

  53. 2025 Summary Compensation Table

    Note: In order to show the effect that the year-over-year change in pension value had on total compensation, as determined under applicable SEC rules, we have included an additional column to show total compensation minus the change in pension value. The amounts reported in the Total Without Change in Pension Value column may or may not differ substantially from the amounts reported in the Total column required under SEC rules and should not be viewed as a substitute for total compensation as calculated in accordance with SEC rules. Total Without Change in Pension Value represents total compensation, as determined under applicable SEC rules, minus the change in pension value reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column. We are providing this additional context as the change in pension value is subject to many external variables, such as interest rates, that are not related to Company performance. Therefore, we believe that total compensation minus the change in pension value provides helpful additional information for comparative purposes. (1) Principal Position. The table reflects the principal position held by the NEO as of December 31, 2025. L. Hobbie was Executive Vice President Marketing and Communications until March 1, 2025, at which time she was named Executive Vice President. (2) Stock Awards. The amounts in this column reflect the grant date fair value of the stock-based awards made to the NEOs under the 2021 LTI Plan. Terms of the 2021 LTI Plan are further described above under "Compensation Discussion and Analysis." The grant date fair value for the PSU awards was determined by a calculation in accordance with FASB ASC 718, factoring in the probability of achieving the underlying performance conditions, and is $110.44 per share. For the RSUs, the grant date fair value was calculated in accordance with FASB ASC 718 and is the closing price of our common stock on March 3, 2025, and is $92.67. The vesting and payment options applicable to awards under the 2021 LTI Plan are described in the "Outstanding Equity Awards at December 31, 2025 Table." The value of the PSU awards as of the grant date, assuming achievement of the highest level of performance and excluding any PSUs resulting from dividend equivalents, for each of J. Keebler, J. Bushek, C.A. Renlund, L. Hobbie, and J. Lorenz is $1,280,143, $531,370, $249,282, $195,719, and $199,982, respectively, for the 2025 awards. See “Option Exercises and Stock Vested For Fiscal Year 2025” for the amount of the actual payout with respect to the 2023 award of performance share units. (3) Option Awards. During 2025, 2024 and 2023, we did not grant any stock options. (4) Non-Equity Incentive Plan Compensation. The amounts reflected in this column represent amounts paid under the Company’s STI, as further explained above in the Compensation Discussion and Analysis. Change in Pension Value and Nonqualified Deferred Compensation Earnings. J. Keebler, L. Hobbie and J. Lorenz were hired prior to 2007 and are participants in the Company's pension plan. The amounts shown in these entries reflect the change in actuarial present values of a NEOs respective accumulated benefits under our Pension Plan and income continuation agreements and the above-market earnings on nonqualified deferred compensation. We are required to calculate the change in pension value by using the same discount rate assumption used for financial reporting purposes. See Footnote 11.c. of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025, for additional information regarding the assumptions used to determine benefit obligations. The discount rate methodology calculates the interest and service cost components of each plan's expense in the future. This results in an effective discount rate for each NEO for the Pension Plan and income continuation agreement that is based on the participant-specific cash flows as applied to the December 31, 2025, Empower Above Mean curve. In 2025, the discount rate by participant ranges from 5.31% to 5.78% for both the Pension Plan and income continuation agreements; in 2024, the range was higher at 5.57% to 5.79%. The change in the present value of pension benefits was higher than the prior year for several reasons, with the main reasons being the increase in average earnings and one less year to present value the benefit. The change in pension values represents the present values of future retirement benefits and does not represent cash transactions made to the NEOs during 2025 or in prior years. The change in the actuarial present value of accumulated pension benefits in 2025 are $518,771 for J. Keebler, $28,376 for L. Hobbie and $185,188 for J. Lorenz. There is no pension change amount for J. Bushek and C.A. Renlund as they were hired subsequent to December 31, 2006, when the Pension Plan was replaced by a 401(k) retirement plan for employees hired after that date. Above-market earnings on nonqualified deferred compensation in 2025 are $12,409 for J. Keebler and $3,222 for J. Bushek. All Other Compensation. Amounts shown for all other compensation for each NEO include Company contributions to a 401(k) defined contribution plan, the 2023 Deferred Compensation Supplemental Executive Plan (2023 DCSERP), premiums for supplemental disability insurance coverage and for L. Hobbie pay for unused vacation ($45,142) and a retirement award ($1,250). 401(k) contribution amounts are $10,500 for J. Keebler and L. Hobbie; $33,250 for J. Bushek; $32,750 for C. A. Renlund; and $9,859 for J. Lorenz. 2023 DCSERP contributions were made for J. Bushek, C. A. Renlund, and J. Lorenz. J. Bushek had a supplemental contribution of $41,885 and a restoration contribution of $33,069, C.A. Renlund had a supplemental contribution of $37,825 and a restoration contribution of $26,639, and J. Lorenz had a supplemental contribution of $30,118 and a restoration contribution of $14,437. Supplemental disability premiums were $7,194 for J. Keebler, $5,230 for J. Bushek, $5,739 for C.A. Renlund, $1,535 for L. Hobbie, and $4,432 for J. Lorenz.

  54. 2025 Summary Compensation Table

    | 2025 Grants of Plan-Based Awards Table | | | | | | | | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of | Grant Date Fair | | Name | Grant Date | Approval Date | Threshold | Target 100% | Maximum 150% | Threshold | Target 100% | Maximum 200% | Shares of Stock or Units | Value of Stock and Option Awards | | (a) | (b) | | ($) (c) | ($) (d) | ($) (e) | (#) (f) | (#) (g) | (#) (h) | (#) (i) | ($) (l) | | Jeffrey M. Keebler | (1) | | 320,000 | 640,000 | 960,000 | | | | | | | (PEO) | 03/03/2025(2) | 02/21/2025(4) | | | | 3,454 | 6,907 | 13,814 | | 762,809 | | | 03/03/2025(3) | 02/21/2025(4) | | | | | | | 6,907 | 640,072 | | Jared J. Bushek | (1) | | 127,511 | 255,021 | 382,532 | | | | | | | (PFO) | 03/03/2025(2) | 02/21/2025(4) | | | | 1,434 | 2,867 | 5,734 | | 316,631 | | | 03/03/2025(3) | 02/21/2025(4) | | | | | | | 2,867 | 265,685 | | Cari Anne Renlund | (1) | | 103,840 | 207,680 | 311,520 | | | | | | | | 03/03/2025(2) | 02/21/2025(4) | | | | 673 | 1,345 | 2,690 | | 148,542 | | | 03/03/2025(3) | 02/21/2025(4) | | | | | | | 1,345 | 124,641 | | Lynn K. Hobbie | (1) | | 88,024 | 176,048 | 264,072 | | | | | | | | 03/03/2025(2) | 02/21/2025(4) | | | | 528 | 1,056 | 2,112 | | 116,625 | | | 03/03/2025(3) | 02/21/2025(4) | | | | | | | 1,056 | 97,860 | | James J. Lorenz | (1) | | 74,974 | 149,948 | 224,922 | | | | | | | | 03/03/2025(2) | 02/21/2025(4) | | | | 540 | 1,079 | 2,158 | | 119,165 | | | 03/03/2025(3) | 02/21/2025(4) | | | | | | | 1,079 | 99,991 |

  55. 2025 Summary Compensation Table

    (1) The amounts show the threshold, target and maximum payouts under the 2025 STI. See the Compensation Discussion and Analysis for further information regarding the 2025 STI. (2) The amounts show the threshold, target and maximum payouts for grants of PSUs that were awarded in 2025 to the NEOs under our 2021 LTI Plan. The vesting of the PSUs is dependent on the level of achievement over a three-year period of the performance conditions described more fully in the Compensation Discussion and Analysis section, with each individual having the opportunity to earn from 0% to 200% of the target PSU award based on the level of achievement. The grant date fair value was determined by a calculation in accordance with FASB ASC 718 and is $110.44. (3) The amounts shown represent the number of time-based RSUs that were awarded in 2025 to the NEOs under our 2021 LTI Plan as described more fully below. The RSUs cliff vest on December 31, 2027. For the RSUs, the grant date fair value was calculated in accordance with FASB ASC 718 and is the closing price of our common stock on March 3, 2025, and is $92.67. The board approved the PSUs and RSUs for each NEO on February 21, 2025, with a grant date of March 3, 2025. We have a long-term incentive plan, which we refer to as the 2021 LTI Plan, under which certain key executives of the Company may be awarded PSUs, whose value is tied to the achievement of performance conditions described more fully under the 2025 Long-Term Incentives section, and RSUs, whose value is tied to changes in the Company's share price and any dividend payments made by the Company during the vesting period applicable to the awarded units. PSUs are settled by the Company in cash, stock or a combination of cash and stock. RSUs are settled by the Company in stock. The awards are accounted for in accordance with FASB ASC 718 as stock-based awards. That accounting also determines the presentation under applicable SEC disclosure rules, including the tables presented above and below. The 2025 awards under the 2021 LTI Plan vest on a three-year cliff vesting period. In the event of a bona fide retirement, not followed by work for a competitor, the executive will receive full vesting credit for each outstanding award. The awards vest 100% on the occurrence of a change in control. See the Potential Payments on Employment Termination or Change in Control section below. For 2025, the Company made awards under the 2021 LTI Plan equal to 160% of base salary for the CEO and between 50% to 125% of base salary for each other NEO. Award values are based on the Company's share price on the date of grant plus dividend equivalents to be received over the three-year term of the award. Actual value of units upon settlement may increase or decrease from the grant date fair values shown in the table based upon changes in the Company's share price and any changes in the actual dividends declared over the three-year term of the awards and, in the case of the PSUs, the extent to which the performance conditions are achieved.

  56. 2025 Summary Compensation Table

    | Outstanding Equity Awards at December 31, 2025 | | | | | | | | | Stock Awards | | | | | Name | Grant Year | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | (a) | | (#) (1) (2) (g) | ($) (4) (h) | (#) (2) (3) (i) | ($) (3) (4) (j) | | Jeffrey M. Keebler (PEO) | 2024 | 5,162 | 404,804 | 7,743 | 607,206 | | | 2025 | 6,907 | 541,647 | 10,361 | 812,510 | | Jared J. Bushek (PFO) | 2024 | 1,854 | 145,391 | 2,781 | 218,086 | | | 2025 | 2,867 | 224,830 | 4,301 | 337,284 | | Cari Anne Renlund | 2024 | 1,516 | 118,885 | 2,274 | 178,327 | | | 2025 | 1,345 | 105,475 | 2,018 | 158,252 | | Lynn K. Hobbie | 2024 | 1,438 | 112,768 | 2,157 | 169,152 | | | 2025 | 1,056 | 82,812 | 1,584 | 124,217 | | James J. Lorenz | 2024 | 972 | 76,224 | 1,458 | 114,336 | | | 2025 | 1,079 | 84,615 | 1,619 | 126,962 |

  57. 2025 Summary Compensation Table

    (1) This column reflects outstanding time-based RSU awards made under our 2021 LTI Plan, which will be issued in stock. At December 31, 2025, each NEO had two awards currently outstanding under the 2021 LTI Plan and which vest at the end of the three-year vesting period ending December 31, 2026, and December 31, 2027. (2) Awards under the 2021 LTI Plan provide for continued vesting with continued employment and in the event of a bona fide retirement by satisfying one of the following conditions: on or after age 65, on or after age 60 and has completed 10 years of service as an employee, or on or after age 55 and has completed 10 years as an officer or approval by the board. Based on age and years of service as an MGE officer L. Hobbie qualified for such continued vesting. (3) This column reflects outstanding PSU awards made under our 2021 LTI Plan, which will be settled in cash, stock or a combination of cash and stock as elected by the NEO at the time of vesting of the award. As described in the Compensation Discussion and Analysis section, payouts under these awards are subject to the achievement of specified performance metrics, and these awards vest, to the extent earned, at the end of a three-year performance period. The values in the table assume maximum level performance for performance units. The market value shown for the units composing each of the awards is based on the closing price of our common stock on December 31, 2025 ($78.42).

  58. 2025 Summary Compensation Table

    | 2025 Option Exercises and Stock Vested | | | | | | Stock Awards | | | | Name | Long-term Equity Awards | Number of Shares Acquired on Vesting | Value Realized on Vesting | | (a) | | (#) (1) (d) | ($) (2) (e) | | Jeffrey M. Keebler (PEO) | PSUs | 5,123 | 428,769 | | | RSUs | 3,415 | 285,818 | | Jared J. Bushek (PFO) | PSUs | 1,727 | 144,541 | | | RSUs | 1,151 | 96,333 | | Cari Anne Renlund | PSUs | 1,761 | 147,387 | | | RSUs | 1,174 | 98,258 | | Lynn K. Hobbie | PSUs | 1,874 | 156,844 | | | RSUs | 1,249 | 104,535 | | James J. Lorenz | PSUs | 1,106 | 92,567 | | | RSUs | 737 | 61,683 |

  59. 2025 Summary Compensation Table

    This table reflects awards under our 2021 LTI Plan that vested during 2025 and are settled in stock, cash or a combination of stock or cash upon conclusion of a three-year vesting period in the case of our 2021 LTI Plan. For cash-settled awards, because the value is based on our common stock, such awards are treated as stock-based awards for purposes of this table. Each NEO vested at 150% of the target PSUs granted. (2) Reflects the dollars vested during 2025 under the 2021 LTI Plan. For the PSUs and RSUs granted under the 2021 LTI Plan in 2023, the amounts were calculated by multiplying the number of PSUs and RSUs shown in Column (d) by the sum of the market price of our stock on the vesting date for those units, plus dividends at the rate in effect on the vesting date for the three-year period.

  60. 2025 Summary Compensation Table

    | 2025 Pension Benefits Table | | | | | | Name | Plan Name | Number of Years of Credited Service | Present Value of Accumulated Benefit | Payments during 2025 | | (a) | (b) | (#) (c) | (d) | (e) | | Jeffrey M. Keebler (PEO) | Retirement Plan | 30 | 1,136,930 | - | | | Income Continuation Agreement | 31 | 3,226,501 | - | | Jared J. Bushek (PFO) (1) | - | - | - | - | | | - | - | - | - | | Cari Anne Renlund (1) | - | - | - | - | | | - | - | - | - | | Lynn K. Hobbie | Retirement Plan | 30 | 1,571,817 | - | | | Income Continuation Agreement | 34 | 3,160,302 | - | | James J. Lorenz | Retirement Plan | 30 | 1,614,758 | - | | | - | - | - | - |

  61. 2025 Summary Compensation Table

    (1) J. Bushek and C. A. Renlund were hired subsequent to December 31, 2006, when the Retirement Plan was replaced by a 401(k) retirement plan for employees hired after that date. The Madison Gas and Electric Company Retirement Plan (Retirement Plan) is a funded, tax-qualified, noncontributory defined benefit pension plan closed to new entrants hired after December 31, 2006. Benefits are payable at retirement in the form of an annuity. Earnings, for purposes of calculation of benefits under the Retirement Plan, include salary and STI but exclude payments from awards made under the 2021 LTI Plan and pay deferred under nonqualified deferred compensation agreements. The amount of annual earnings that may be considered in calculating benefits under the Retirement Plan is limited by law. For 2025, the annual limitation is $350,000. In 2026, it increased to $360,000. Benefits under the Retirement Plan are calculated as an annuity based upon the employee's years of service to a maximum of 30 and the employee's highest average earnings for the 60 consecutive calendar month period during the 120 consecutive calendar month period preceding the employee's retirement multiplied by 1.4% for each year of service. If a NEO has achieved the maximum credited years of service under the Retirement Plan of 30, that is the amount shown. The Retirement Plan currently limits pensions paid under the Retirement Plan to an annual maximum in 2025 of $280,000 payable at age 65 in accordance with Internal Revenue Service requirements. Contributions to the Retirement Plan are made entirely by MGE and paid into a trust fund from which benefits of participants will be paid. Eligibility for early retirement under the Retirement Plan is age 55 and five years of service. Benefits in the form of an annuity are available on a reduced basis at age 55 and an unreduced basis at age 65 or at age 62 with 15 years of service. L. Hobbie qualifies for unreduced benefits and retired on December 31, 2025, J. Lorenz qualifies for reduced benefits and J. Keebler is not yet eligible for retirement. J. Bushek and C. A. Renlund are not eligible to participate in the Retirement Plan. J. Keebler and L. Hobbie have each also entered into an income continuation agreement to supplement benefits from the Retirement Plan. The income continuation agreements are unfunded, and benefits are paid from the Company's general assets. Benefits are payable upon the six-month anniversary of the employee's retirement in the form of a 10‑year certain and life annuity. Earnings, for purposes of the income continuation agreements, include salary, STI and nonqualified deferred compensation but exclude payments from awards made under the 2021 LTI Plan. Benefits under the income continuation agreement for J. Keebler range from 47% at age 54 to 65% at age 65 of the employee's highest average earnings for the 60 consecutive calendar month period during the 120 consecutive calendar month period preceding the employee's separation of service less the benefit from the Retirement Plan, if any. Benefits under the income continuation agreement for L. Hobbie are 70% at age 65 or older of the employee's highest average earnings for the 60 consecutive calendar month period during the 120 consecutive calendar month period preceding the employee's retirement less the benefit from the Retirement Plan. In each agreement, the designated percentage is based on the employee's age at retirement. If J. Keebler were to separate from service prior to age 55, the designated percentage is based on his age at separation of service. A grantor trust has been established through which the Company pays benefits. In the event of a potential change in control or an actual change in control, we are required to fund the trust with cash or marketable securities in an amount equal to 100% of the present value of the aggregate amounts required to pay beneficiaries under all income continuation and nonqualified deferred compensation agreements plus an amount to cover the expense of maintaining the trust. Amounts shown in the 2025 Pension Benefits Table above use a discount rate by participant which ranges from 5.31% to 5.78% for both the Pension Plan and income continuation agreements. For all participating NEOs, benefits are calculated at the earliest unreduced retirement age of 62 for the Retirement Plan and age 65 for the income continuation agreements. All benefits are calculated using Pri-2012/MP-2021 combined white collar mortality tables with fully generational scale MP‑2021. No preretirement decrement is assumed. Benefits are payable in the form of a life annuity for the Retirement Plan and a 10-year certain and life annuity for the income continuation agreements. See Footnote 11.c. of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025, for additional information regarding the assumptions used to determine benefit obligations.

  62. 2025 Summary Compensation Table

    | 2025 Nonqualified Deferred Compensation Table | | | | | | | Name | Executive Contributions in 2025 | Registrant Contributions in 2025 | Aggregate Earnings in 2025 | Aggregate Withdrawals/ Distributions | Aggregate Balance as of 12/31/25 | | (a) | ($) (1) (2) (b) | ($) (2) (c) | ($) (3) (d) | ($) (e) | ($) (4) (f) | | Jeffrey M. Keebler (PEO) | | | | | | | Deferred Compensation Plan | - | - | 57,789 | - | 857,196 | | 2023 Deferred Compensation Supplemental | 359,730 | - | 36,593 | - | 979,397 | | Executive Retirement Plan | | | | | | | Jared J. Bushek (PFO) | | | | | | | Deferred Compensation Plan | - | - | 15,005 | - | 222,572 | | 2023 Deferred Compensation Supplemental | 38,296 | 74,954 | 8,654 | - | 697,668 | | Executive Retirement Plan | | | | | | | Cari Anne Renlund | | | | | | | 2023 Deferred Compensation Supplemental | - | 64,464 | 84,690 | - | 680,655 | | Executive Retirement Plan | | | | | | | Lynn K. Hobbie | | | | | | | Deferred Compensation Plan | - | - | - | - | - | | James J. Lorenz | | | | | | | Deferred Compensation Plan | - | - | - | - | - | | 2023 Deferred Compensation Supplemental | - | 44,555 | 28,154 | - | 251,587 | | Executive Retirement Plan | | | | | |

  63. 2025 Summary Compensation Table

    (1) Amounts in this column are included in the "Salary" or "Non-Equity Incentive Plan Compensation" column in the 2025 Summary Compensation Table. For J. Keebler, amounts for the 2023 Deferred Compensation Supplemental Executive Retirement Plan (2023 DCSERP) represent elective employee contributions; for J. Bushek, amounts represent elective employee contributions and Company contributions; and for C. A. Renlund and J. Lorenz, amounts represent Company contributions. For J. Bushek, C.A. Renlund, and J. Lorenz, registrant contributions for the 2023 DCSERP are included under All Other Compensation in the 2025 Summary Compensation Table. For J. Keebler and J. Bushek, other than above-market earnings, amounts in this column for the Deferred Compensation Plan are not included in the 2025 Summary Compensation Table. For J. Keebler, J. Bushek, C.A. Renlund and J. Lorenz amounts in this column for the 2023 DCSERP are not included in the 2025 Summary Compensation Table. (4) For J. Keebler and J. Bushek, employee salary deferrals and above-market earnings for prior years have been previously reported in the Summary Compensation Table for those years. The aggregate balances for the prior year for the legacy Deferred Compensation Plan were $799,407 for J. Keebler and $207,567 for J. Bushek. The aggregate balance for the prior year for the 2023 DCSERP, as disclosed as of prior year's proxy, was $583,074 for J. Keebler, $575,764 for J. Bushek, $531,501 for C. A. Renlund, and $178,878 for J. Lorenz. The 2025 Nonqualified Deferred Compensation Table presents amounts deferred under a legacy Deferred Compensation Plan for employee contributions made prior to 2023 and employee contributions and Company contributions under the 2023 DCSERP.

  64. Potential Payments on Employment Termination or Change in Control

    Potential Payments on Employment Termination or Change in Control For purposes of potential payments on employment termination or change in control, each of our NEOs is a participant in the Madison Gas and Electric Company General Severance Plan (Severance Plan) that covers our salaried employees. In addition, MGE has entered into individual severance agreements (Severance Agreements) with each of our NEOs that provide for payments in connection with the officer's termination of employment in the event of a change in control. Each Severance Agreement is for a three-year fixed term and automatically extends for one year unless the NEO is provided notice that the agreement will not be extended. Such non-extension notice may not occur in the event the board has knowledge of a potential change in control or in the event of a change in control. In the event of a change in control where there are less than 24 months remaining in the term of the Severance Agreement, the term of the Severance Agreement will be extended so that the Severance Agreement will terminate 24 months following such change in control.

  65. Employment Terminations in Connection With a Change in Control

    Employment Terminations in Connection With a Change in Control For employment terminations in connection with a change in control, our benefits arrangements provide enhancements, which are described in the remainder of this section. Benefits receivable under our Retirement Plan and employee individual deferred compensation agreements are not separately valued in this section as they are described above under 2025 Pension Benefits Table and 2025 Nonqualified Deferred Compensation Table and are not affected by a change in control. To the extent not vested, registrant (employer) contributions under the 2023 DCSERP described in the 2025 Nonqualified Deferred Compensation Table are fully vested in the event of a change in control; however, the 2025 registrant contributions shown in the 2025 Nonqualified Deferred Compensation Table were fully vested when made. Under the form of Severance Agreements, for all new executive officers named in 2012 or later, such as J. Keebler, J. Bushek, C. A. Renlund and J. Lorenz, they are entitled to a severance payment following a "change in control" if, within 24 months after the change in control, the officer's employment is terminated by: (i) MGE, other than for cause, death or disability, or (ii) the employee for "good reason." The definition of "good reason" in these agreements is a material diminution in the employee's base compensation, authority, duties or responsibilities, authority or duties of the employee's supervisor, or a material diminution in the budget over which the employee retains authority. The employee must notify the Company within 90 days of the occurrence of the good reason condition, and the Company must be provided at least 30 days to remedy the condition. L. Hobbie, who retired on December 31, 2025, would have been entitled to a severance payment following a "change in control." Benefits would have been payable if, within 24 months after the change in control, employment was terminated by: (i) MGE, other than for cause; (ii) the employee for "good reason"; or (iii) the employee for any reason during the 30-day period commencing one year after the date of the change in control. "Good reason" was defined to include a material reduction in the employee's position, duties or responsibilities; any reduction in compensation or benefits; or failure to provide benefits comparable to peer employees and a required relocation of the employee from Dane County, Wisconsin. The employee's good faith determination of good reason would have been considered conclusive. Under all agreements, the employee must remain with the Company voluntarily until an attempted change in control terminates or until 90 days following a change in control. The employee agrees to keep confidential trade secrets and other nonpublic information concerning MGE. "Change in control" is defined to include: • The acquisition by any person, subject to certain exceptions, of beneficial ownership of 20% or more of our common stock; • A change in the majority of our Board of Directors; • Certain mergers or similar transactions involving MGE's assets where, among other conditions, the current shareholders do not constitute at least 60% of the shareholders of the resulting or acquiring entity; or • A liquidation or dissolution of MGE. Severance payments to L. Hobbie who retired on December 31, 2025, would have been equal to any unpaid salary, pro-rata STI and accrued vacation pay and three times the employee's annual base salary plus three times the highest STI paid during any of the five years immediately preceding a change in control, reduced to avoid triggering excise tax under Section 280G of the Internal Revenue Code. In connection with L. Hobbie’s retirement, no severance benefits were paid. Severance payments to J. Keebler, J. Bushek, C. A. Renlund and J. Lorenz will be equal to any unpaid salary, pro-rata STI and accrued vacation pay and two times the annual base salary plus two times the highest STI paid during any of the five years preceding a change in control, reduced to avoid triggering excise tax under Section 280G of the Internal Revenue Code. The agreement with L. Hobbie was entered into in 1994. J. Keebler's, J. Bushek's, C. A. Renlund's and J. Lorenz's agreements were entered into in connection with being named an officer of the Company in January 2012 for J. Keebler, July 2015 for J. Bushek, November 2015 for C. A. Renlund, and October 2018 for J. Lorenz. Severance payments are payable upon the six-month anniversary of the date of separation. Subject to Section 280G limitations referenced above, in addition to severance, MGE is obligated to pay any legal expenses incurred by the employee for disputes in which the employee prevails. Employees are not obligated to seek other employment or otherwise take action to mitigate the amounts payable by MGE. Over age 67, benefits are subject to reduction (eventually to zero); no benefits are payable beyond age 70 or if the employee dies. The table below was prepared to illustrate the benefits payable under the Severance Agreements and 2021 LTI Plan for each NEO. However, no change in control of MGE has actually occurred, and no executive has received any of the severance indicated. If a change in control did occur in the future, the actual payments to the NEOs would depend upon the circumstances in effect at the time, including relative compensation and age.

  66. Employment Terminations in Connection With a Change in Control

    | Executive Benefits Upon Termination | Jeffrey M. Keebler | Jared J. Bushek | Cari Anne Renlund | Lynn K. Hobbie(4) | James J. Lorenz | | | ($) | ($) | ($) | ($) | ($) | | Severance: (1) | | | | | | | Salary | 1,600,000 | 732,640 | 830,718 | 1,173,651 | 574,984 | | STI | 1,731,840 | 594,758 | 541,214 | 661,764 | 337,142 | | Accrued Vacation (If Eligible) | - | - | - | 45,142 | 33,172 | | Pro-rata STI - Year of Termination (2) | 634,725 | 238,927 | 217,234 | 200,711 | 149,549 | | 2021 LTI Plan - Unvested (3) | 2,366,167 | 925,591 | 560,938 | 488,949 | 402,138 | | Total | 6,332,732 | 2,491,916 | 2,150,104 | 2,570,217 | 1,496,985 |

  67. Employment Terminations in Connection With a Change in Control

    (1) Value reflects two or three times the amount of the executive's base salary plus the highest paid or payable STI in the past five years and accrued vacation pay if eligible under the Company's normal pay practices, reduced to avoid triggering excise tax under Section 280G of the Internal Revenue Code. (2) Executives are entitled to a pro-rated STI, depending on the time of the year in which the termination occurs, based upon the highest STI paid or payable in the past three fiscal years immediately preceding the year in which a change in control occurs. (3) Unvested values of 2021 LTI Plan awards are shown for all executives. These amounts would vest in the event of a change in control as described in this table. They would also vest in the event of death, disability or retirement. (4) L. Hobbie retired on December 31, 2025; benefits are disclosed above as if she had separated from service as of December 31, 2025 in the event of a change in control. In connection with L. Hobbie’s retirement, her outstanding equity awards vested pursuant to the terms of the underlying award agreements.

  68. Pay Versus Performance

    Pay Versus Performance

  69. Pay Versus Performance

    | Pay Versus Performance | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | Company Selected Measure | | Year (a) | Summary Compensation Table Total for PEO ($)(1) (b) | Compensation Actually Paid to PEO ($)(2)(3) (c) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(4) (d) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2)(4)(5) (e) | Total Shareholder Return ($) (f) | Peer Group Total Shareholder Return ($)(6) (g) | Net Income ($) (h) | Earnings Per Share - Basic and Diluted ($)(7) (i) | | 2025 | 3,613,508 | 2,632,179 | 1,105,725 | 888,101 | 125 | 144 | 135,889,000 | 3.72 | | 2024 | 2,126,131 | 3,303,145 | 855,983 | 1,138,299 | 146 | 129 | 120,569,000 | 3.33 | | 2023 | 2,566,797 | 2,206,732 | 895,191 | 838,196 | 110 | 108 | 117,699,000 | 3.25 | | 2022 | 1,678,867 | 1,590,003 | 797,155 | 731,318 | 105 | 119 | 110,952,000 | 3.07 | | 2021 | 2,628,028 | 2,189,827 | 863,501 | 766,775 | 120 | 117 | 105,761,000 | 2.92 |

  70. Pay Versus Performance

    Reflects amounts reported in the "Summary Compensation Table" for J. Keebler (PEO). (2) Compensation Actually Paid (CAP) includes adjustments in accordance with the SEC methodology to the total executive compensation reported from the summary compensation table. The adjustments include a deduction for actuarial present value of accumulated benefit of all defined benefit and actuarial pension plans reported in the summary compensation table; addition of actuarially determined service costs for services rendered by the executive during the covered fiscal period, deduction of grant date fair value of equity award amounts reported in the summary compensation table; and addition or subtraction of the change in fair value of the equity awards unvested and vested during the fiscal period. The calculation of "compensation actually paid" is prescribed by SEC rules and does not represent the compensation actually received by the named executive officers for any time period shown above. (3) To calculate CAP for the PEO, the following adjustments were made to the Summary Compensation Table total compensation, calculated in accordance with the SEC methodology for determining CAP for 2025:

  71. Pay Versus Performance

    | Year | Deduction for Actuarial Pension Present Value | Addition for Service Cost for Pension | Deduction of Grant Date Fair Value of Awards Granted in FY | Addition of Fair Value of Equity Awards Granted in FY | Change in Fair Value of Prior Years’ Unvested Equity Awards | Change in Fair Value of Prior Years’ Awards Vested in FY | Total Adjustment to CAP | | 2025 | (518,771) | 153,991 | (1,402,881) | 1,172,049 | (294,621) | (91,096) | (981,329) |

  72. Pay Versus Performance

    (4) For fiscal years 2021 through 2025, J. Bushek, L. Hobbie, and C.A. Renlund are included as other named executive officers. In addition, J. Lorenz is included for fiscal year 2024 and 2025; T. Johnson is included for fiscal years 2021 through 2023. D. Peterson is included for fiscal year 2021. (5) To calculate CAP for the average named executive officers, the following average adjustments were made to Summary Compensation Table total compensation, calculated in accordance with the SEC methodology for determining CAP for 2025:

  73. Pay Versus Performance

    | Year | Deduction for Actuarial Pension Present Value | Addition for Service Cost for Pension | Deduction of Grant Date Fair Value of Awards Granted in FY | Addition of Fair Value of Equity Awards Granted in FY | Change in Fair Value of Prior Years’ Unvested Equity Awards | Change in Fair Value of Prior Years’ Awards Vested in FY | Total Adjustment to CAP | | 2025 | (53,391) | — | (322,285) | 269,256 | (82,473) | (28,731) | (217,624) |

  74. Pay Versus Performance

    (6) Peer Group Total Shareholder Return of the Edison Electric Institute (EEI) Index companies, which is the index used for purposes of the Company’s disclosure under Item 201(e) of Regulation S-K. (7) The Company determined that EPS is the most important financial performance measure used to link CAP to Company performance given that it is utilized as a component of the 2025 STI and the 2025 PSU awards granted to the NEOs. The Human Resources and Compensation Committee did not consider the required "Pay versus Performance" disclosures in its decision-making process when determining 2025 executive compensation. The chart below illustrates the relationship of executive compensation actually paid and MGE Energy Total Shareholder Return (TSR). Also included is the relationship of MGE Energy TSR and peer group TSR. The chart below illustrates the relationship of executive compensation actually paid and Earnings Per Share (EPS). The chart below illustrates the relationship of executive compensation actually paid and Net Income. The following table identifies the financial and non-financial most important performance measures used by our Human Resources and Compensation Committee to link compensation actually paid to our NEOs to Company performance. See further discussion in the Compensation Discussion and Analysis for description of metrics and impact to executive compensation.

  75. Pay Versus Performance

    | Performance Measures | | Earnings Per Share | | Return on Equity | | Relative Total Shareholder Return | | Customer Satisfaction Rating | | Service Reliability |