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Form 8-K

sec.gov

8-K — OGE ENERGY CORP.

Accession: 0001021635-26-000014

Filed: 2026-04-29

Period: 2026-04-29

CIK: 0001021635

SIC: 4911 (ELECTRIC SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — oge-20260429.htm (Primary)

EX-99.01 (oge-ex99_01.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: oge-20260429.htm · Sequence: 1

8-K

false000007414500010216350001021635oge:OGEMember2026-04-292026-04-2900010216352026-04-292026-04-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)

April 29, 2026

(Commission File Number)

(Exact Name of Registrants as Specified in Their Charters)

(I.R.S. Employer Identification No.)

1-12579

OGE ENERGY CORP.

73-1481638

1-1097

OKLAHOMA GAS AND ELECTRIC COMPANY

73-0382390

Oklahoma

(State or Other Jurisdiction of Incorporation)

321 North Harvey

P.O. Box 321

Oklahoma City

Oklahoma

73101-0321

(Address of Principal Executive Offices)

(Zip Code)

(405) 553-3000

(Registrant's telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Registrant

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

OGE Energy Corp.

Common Stock

OGE

New York Stock Exchange

Oklahoma Gas and Electric Company

None

N/A

N/A

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

Emerging growth company ☐

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

Item 2.02. Results of Operations and Financial Condition

OGE Energy Corp. ("OGE Energy") is the parent company of Oklahoma Gas and Electric Company ("OG&E"), a regulated electric company with approximately 915,000 customers in Oklahoma and western Arkansas.

On April 29, 2026, OGE Energy issued a press release announcing its consolidated financial results for the quarter ended March 31, 2026. A copy of such press release is furnished as Exhibit 99.01 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number

Description

99.01

Press release dated April 29, 2026, announcing OGE Energy Corp. reports first quarter 2026 results.

104

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

This combined Current Report on Form 8-K is being furnished separately by OGE Energy and OG&E (Registrants). Information contained herein relating to any individual Registrant has been furnished by such Registrant on its own behalf. No Registrant makes any representation as to information relating to any other Registrant.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

OGE ENERGY CORP.

OKLAHOMA GAS AND ELECTRIC COMPANY

(Registrant)

By:

/s/ Sarah R. Stafford

Sarah R. Stafford

Controller and Chief Accounting Officer

April 29, 2026

EX-99.01

EX-99.01

Filename: oge-ex99_01.htm · Sequence: 2

EX-99.01

Exhibit 99.01

OGE Energy Corp. reports first quarter 2026 results

OKLAHOMA CITY — OGE Energy Corp. (NYSE: OGE), the parent company of Oklahoma Gas and Electric Company ("OG&E"), today reported earnings of $0.24 per diluted share during the three months that ended March 31, 2026, compared to $0.31 per diluted share in the same period 2025.

OG&E, a regulated electric company, contributed earnings of $0.28 per diluted share in the first quarter, compared to earnings of $0.35 per diluted share in the first quarter 2025.

Other operations, which includes the holding company, contributed a loss of $0.04 per diluted share compared to a loss of $0.04 per diluted share in the first quarter 2025.

“We’re executing our plan with discipline — propelling community growth, maintaining our low rates, and investing in the infrastructure our customers and communities will rely on for years to come,” said Sean Trauschke, Chairman, President and CEO of OGE Energy Corp.

First Quarter 2026 results

OG&E contributed net income of $57.9 million, or $0.28 per diluted share, in the first quarter compared to $71.0 million, or $0.35 per diluted share, in the same period 2025. The year‑over‑year decrease in net income was primarily due to mild weather and higher operation and maintenance expense, partially offset by lower depreciation and interest expense on assets placed in service.

Other Operations resulted in a loss of $7.7 million, or $0.04 per diluted share, in the first quarter compared to a loss of $8.3 million, or $0.04 per diluted share, in the same period 2025. The decrease in net loss was primarily due to lower interest expense.

OGE Energy's net income was $50.2 million or $0.24 per diluted share in the first quarter, compared to earnings of $62.7 million or $0.31 per diluted share, in the same period 2025.

2026 Outlook

OGE Energy's 2026 consolidated earnings guidance remains unchanged and is projected to be $2.43 per average diluted share, within a range of $2.38 to $2.48 per average diluted share. The guidance assumes, among other things, normal weather for the remainder of the year. OG&E has significant seasonality in its earnings due to weather on a year-over-year basis.

See OGE Energy’s 2025 Form 10-K for other key factors and assumptions underlying its 2026 guidance.

Conference Call Webcast

OGE Energy Corp. will host an earnings and business update conference call on Wednesday, April 29, 2026, at 8 a.m. CT. The conference will be available through the Investor Center at www.oge.com.

OGE Energy Corp. is the parent company of OG&E, a regulated electric company with approximately 915,000 customers in Oklahoma and western Arkansas.

Some of the matters discussed in this news release may contain forward-looking statements that are subject to certain risks, uncertainties and assumptions. Such forward-looking statements are intended to be identified in this document by the words "anticipate," "believe," "estimate," "expect," "forecast," "intend," "objective," "plan," "possible," "potential," "project," "target" and similar expressions. Actual results may vary materially. Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to: general economic conditions, including the availability of credit, access to existing lines of credit, access to the commercial paper markets, actions of rating agencies and inflation rates, and their impact on capital expenditures; the ability of the Company to access the capital markets and obtain financing on favorable terms, as well as inflation rates and monetary fluctuations; the ability to obtain timely and sufficient rate relief to allow for recovery of items such as capital expenditures, fuel and purchased power costs, operating costs, transmission costs and deferred expenditures; prices and availability of electricity, coal and natural gas; competitive factors, including the extent and timing of the entry of additional competition in the markets served by the Company, potentially through deregulation; the impact on demand for the Company's services resulting from cost-competitive advances in technology, such as distributed electricity generation and customer energy efficiency programs; technological developments, changing markets and other factors that result in competitive disadvantages and create the potential for impairment of existing assets; factors affecting utility operations such as unusual weather conditions; catastrophic weather-related damage; unscheduled generation outages; unusual maintenance or repairs; unanticipated changes to fossil fuel, natural gas or coal supply costs or availability due to higher demand, shortages, transportation problems or other developments; environmental incidents; or electric transmission or gas pipeline system constraints; availability and prices of raw materials and equipment for current and future construction projects; the effect of retroactive pricing of transactions in the SPP markets, adjustments in market pricing mechanisms by the SPP, or allocation of transmission upgrade costs; federal or state legislation and regulatory decisions and initiatives that affect cost and investment recovery, have an impact on rate structures or affect the speed and degree to which competition enters the Company's markets; environmental laws, safety laws or other regulations that may impact the cost of operations, restrict or change the way the Company's facilities are operated or result in stranded assets; the ability of the Company to meet future capacity requirements mandated by the SPP, which could be impacted by future load growth, environmental regulations, and the availability of resources; changes in accounting standards, rules or guidelines; the discontinuance of accounting principles for certain types of rate-regulated activities; the cost of protecting assets against, or damage due to, terrorism or cyberattacks, including the Company losing control of its assets and potential ransoms, and other catastrophic events; the availability, cost, coverage and terms of insurance; changes in the use, perception or regulation of generative artificial intelligence technologies, which could limit the Company's ability to utilize such technology, create risk of enhanced regulatory scrutiny, generate uncertainty around intellectual property ownership, licensing or use, or which could otherwise result in risk of damage to the Company's business, reputation or financial results; creditworthiness of suppliers, customers and other contractual parties, including large, new customers from industries such as cryptocurrency and data centers; social attitudes regarding the electric utility and power industries; identification of suitable investment opportunities to enhance shareholder returns and achieve long-term financial objectives through business acquisitions and divestitures; increased pension and healthcare costs; national and global events that could adversely affect and/or exacerbate macroeconomic conditions, including inflationary pressures, interest rate fluctuations, supply chain disruptions, economic recessions, pandemic health events, tariffs and uncertainty surrounding continued hostilities or sustained military campaigns, and their collateral consequences; costs and other effects of legal and administrative proceedings, settlements, investigations, claims and matters, including, but not limited to, those described in the Company's Form 10-Q for the quarter ended March 31, 2026; and other risk factors listed in the reports filed by the Company with the Securities and Exchange Commission, including those listed within the Company's most recent Form 10-K for the year ended December 31, 2025.

Note: Condensed Consolidated Statements of Income for OGE Energy Corp., Condensed Statements of Income and Comprehensive Income for Oklahoma Gas & Electric Company, and Financial and Statistical Data for Oklahoma Gas & Electric Company attached.

OGE ENERGY CORP.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

Three Months Ended

March 31,

(In millions, except per share data)

2026

2025

OPERATING REVENUES

Revenues from contracts with customers

$

736.7

$

741.1

Other revenues

15.9

6.6

Operating revenues

752.6

747.7

FUEL, PURCHASED POWER AND DIRECT TRANSMISSION EXPENSE

336.7

324.0

OPERATING EXPENSES

Other operation and maintenance

136.5

121.8

Depreciation and amortization

136.4

137.4

Taxes other than income

29.9

31.2

Operating expenses

302.8

290.4

OPERATING INCOME

113.1

133.3

OTHER INCOME (EXPENSE)

Allowance for equity funds used during construction

7.5

7.0

Other net periodic benefit expense

(2.6

)

(2.6

)

Other income

13.6

7.0

Other expense

(12.3

)

(4.5

)

Net other income

6.2

6.9

INTEREST EXPENSE

Interest on long-term debt

66.3

61.4

Allowance for borrowed funds used during construction

(3.6

)

(4.5

)

Interest on short-term debt and other interest charges

(2.8

)

10.4

Interest expense

59.9

67.3

INCOME BEFORE TAXES

59.4

72.9

INCOME TAX EXPENSE

9.2

10.2

NET INCOME

$

50.2

$

62.7

BASIC AVERAGE COMMON SHARES OUTSTANDING

206.3

201.2

DILUTED AVERAGE COMMON SHARES OUTSTANDING

207.2

201.9

BASIC EARNINGS PER AVERAGE COMMON SHARE

$

0.24

$

0.31

DILUTED EARNINGS PER AVERAGE COMMON SHARE

$

0.24

$

0.31

OKLAHOMA GAS AND ELECTRIC COMPANY

CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Unaudited)

Three Months Ended

March 31,

(In millions)

2026

2025

OPERATING REVENUES

Revenues from contracts with customers

$

736.7

$

741.1

Other revenues

15.9

6.6

Operating revenues

752.6

747.7

FUEL, PURCHASED POWER AND DIRECT TRANSMISSION EXPENSE

336.7

324.0

OPERATING EXPENSES

Other operation and maintenance

136.8

121.8

Depreciation and amortization

136.4

137.4

Taxes other than income

29.9

31.2

Operating expenses

303.1

290.4

OPERATING INCOME

112.8

133.3

OTHER INCOME (EXPENSE)

Allowance for equity funds used during construction

7.5

7.0

Other net periodic benefit expense

(2.5

)

(2.5

)

Other income

2.7

5.3

Other expense

(0.8

)

(0.9

)

Net other income

6.9

8.9

INTEREST EXPENSE

Interest on long-term debt

60.6

55.6

Allowance for borrowed funds used during construction

(3.6

)

(4.5

)

Interest on short-term debt and other interest charges

(7.0

)

5.7

Interest expense

50.0

56.8

INCOME BEFORE TAXES

69.7

85.4

INCOME TAX EXPENSE

11.8

14.4

NET INCOME

$

57.9

$

71.0

Other comprehensive income, net of tax

COMPREHENSIVE INCOME

$

57.9

$

71.0

OKLAHOMA GAS AND ELECTRIC COMPANY

FINANCIAL AND STATISTICAL DATA

Three Months Ended

March 31,

(Dollars in millions)

2026

2025

Operating revenues by classification:

Residential

$

260.4

$

287.3

Commercial

212.0

208.8

Industrial

60.7

62.2

Oilfield

58.4

59.2

Public authorities and street light

61.9

60.8

System sales revenues

653.4

678.3

Provision for rate refund

3.0

Integrated market

47.3

21.3

Transmission

40.7

39.8

Other

11.2

5.3

Total operating revenues

$

752.6

$

747.7

MWh sales by classification (In millions)

Residential

2.1

2.5

Commercial

2.8

2.7

Industrial

1.0

1.0

Oilfield

1.1

1.1

Public authorities and street light

0.7

0.7

System sales

7.7

8.0

Integrated market

0.3

0.2

Total sales

8.0

8.2

Number of customers

915,232

908,851

Weighted-average cost of energy per kilowatt-hour (In cents)

Natural gas

7.454

5.345

Coal

2.576

2.745

Total fuel

5.577

3.905

Total fuel and purchased power

4.012

3.795

Degree days (A)

Heating - Actual

1,383

1,900

Heating - Normal

1,889

1,889

Cooling - Actual

92

19

Cooling - Normal

10

10

(A)

Degree days are calculated as follows: The high and low degrees of a particular day are added together and then averaged. If the calculated average is above 65 degrees, then the difference between the calculated average and 65 is expressed as cooling degree days, with each degree of difference equaling one cooling degree day. If the calculated average is below 65 degrees, then the difference between the calculated average and 65 is expressed as heating degree days, with each degree of difference equaling one heating degree day. The daily calculations are then totaled for the particular reporting period. The calculation of heating and cooling degree normal days is based on a 30-year average and weighted on a jurisdictional split.

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