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美国

证券交易委员会

华盛顿特区 20549

表格 10-Q

☒ 根据1934年《证券交易法》第13或15(d)条提交的季度报告

截至季度期间 2026年9月30日

或

☐ 根据1934年《证券交易法》第13或15(d)条提交的过渡报告

过渡期间：从_____至_____

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n
委员会档案编号	注册人在其章程中载明的确切名称、主要行政办公室地址及注册人电话号码	美国国税局雇主识别号
1-12579	OGE Energy Corp.	73-1481638
1-1097	Oklahoma Gas and Electric Company	73-0382390

北哈维街321号

邮政信箱321号

俄克拉荷马城, 俄克拉荷马州 73101-0321

405-553-3000

注册成立或组织所在州或其他司法管辖区：俄克拉荷马州

根据该法第12(b)条注册的证券：

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n	\n
注册人	各类别名称	交易代码	上市交易所名称
OGE Energy Corp.	普通股	OGE	纽约证券交易所
Oklahoma Gas and Electric Company	无	不适用	不适用

请勾选标记，说明注册人是否：(1) 已在过去12个月内（或注册人须提交此类报告的较短期间内）提交了1934年《证券交易法》第13或15(d)条要求提交的所有报告；并且(2) 在过去90天内一直受此类提交要求约束。

OGE Energy Corp. ☑ 是 ☐ 否\t\tOklahoma Gas and Electric Company ☑ 是 ☐ 否

请勾选标记，说明注册人是否已在过去12个月内（或注册人须提交此类文件的较短期间内）以电子方式提交了根据S-T条例第405条（本章§232.405）要求提交的每个交互式数据文件。

OGE Energy Corp. ☑ 是 ☐ 否\t\tOklahoma Gas and Electric Company ☑ 是 ☐ 否

请勾选标记，说明注册人是大型加速申报公司、加速申报公司、非加速申报公司、较小型申报公司还是新兴成长型公司。参见《交易法》规则12b-2中“大型加速申报公司”“加速申报公司”“较小型申报公司”和“新兴成长型公司”的定义。

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
OGE Energy Corp.	大型加速申报公司	☑	加速申报公司	☐	非加速申报公司	☐	较小型申报公司	☐	新兴成长型公司	☐
Oklahoma Gas and Electric Company	大型加速申报公司	☐	加速申报公司	☐	非加速申报公司	☑	规模较小的申报公司	☐	新兴成长型公司	☐

如果是新兴成长型公司，请勾选注册人是否已选择不采用《交易法》第13(a)条规定的、遵守任何新颁布或修订财务会计准则的延长过渡期。☐

请勾选注册人是否为壳公司（定义见《交易法》规则12b-2）。

OGE Energy Corp. ☐ 是 ☑ 否\t\tOklahoma Gas and Electric Company ☐ 是 ☑ 否\t

截至2026年9月30日，OGE Energy Corp.已发行普通股为 206,725,975 股，每股面值0.01美元。

截至2026年9月30日，Oklahoma Gas and Electric Company已发行普通股 40,378,745 股，每股面值2.50美元，全部由OGE Energy Corp.持有。截至该日，注册人没有发行其他股本。

Oklahoma Gas and Electric Company符合Form 10-Q一般说明H(1)(a)和(b)所列条件，因此依照一般说明H(2)允许的简化披露格式提交本表。

\n \n \n \n \n \n

Form 10-Q

截至2026年9月30日的季度

\n	\n
	页码
术语表	ii
申报格式及前瞻性陈述	1

第一部分 - 财务信息
第1项. 财务报表（未经审计）	3
OGE Energy Corp.简明合并财务报表	3
Oklahoma Gas and Electric Company简明财务报表	9
简明财务报表合并附注	14

第2项. 管理层对财务状况和经营业绩的讨论与分析	32

第3项. 关于市场风险的定量和定性披露	44

第4项. 控制和程序	44

第二部分 - 其他信息
第1项. 法律诉讼	45

第1A项. 风险因素	45

第2项. 未注册的股权证券销售及所得款项用途	45

第5项. 其他信息	45

第6项. 附件	45

签名	46

术语表

以下为本10-Q表中常见缩略语的词汇表。

\n	\n
缩略语	定义
2025年10-K表	截至2025年12月31日止年度的10-K表年度报告
第373号法案	阿肯色州第373号法案，又称《2025年创造阿肯色州就业法案》
ALJ	行政法法官
APSC	阿肯色州公共服务委员会
ASU	财务会计准则委员会会计准则更新
CPA	容量购买协议
CO2	二氧化碳
COVID-19	新型冠状病毒病
CWIP	在建工程
干式洗涤器	采用喷雾干燥吸收器的干式烟气脱硫装置
EPA	美国环境保护署
《联邦清洁水法》	经修订的1972年《联邦水污染控制法》
FERC	联邦能源管理委员会
FIP	联邦实施计划
FSAs	于2025年11月20日和21日与Morgan Stanley & Co. LLC及JPMorgan Chase Bank, National Association纽约分行签订的远期股权出售协议，与OGE Energy于2025年11月进行的公开股权发行有关
GAAP	美国普遍接受的会计原则
IRP	综合资源计划
kV	千伏
LRE	负荷责任实体
MW	兆瓦
MWh	兆瓦时
NAAQS	国家环境空气质量标准
NOX	氮氧化物
OCC	俄克拉何马州公司委员会
ODEQ	俄克拉何马州环境质量部
OG&E	俄克拉何马燃气与电力公司，OGE Energy的全资子公司
OGE Energy	OGE Energy Corp.及其子公司，OG&E的控股公司和母公司
其他业务	其他业务主要包括控股公司的运营、其他能源相关投资以及合并抵销项目
养老金计划	合格固定收益退休计划
PISA	电厂投运会计，根据俄克拉何马州参议院第998号法案获准设立监管资产，以递延回收某些折旧费用及与合格电厂投资相关的收益；这些投资不归类为输电或新建发电项目
PM	颗粒物
区域霾	EPA区域霾规则
注册人	OGE Energy和OG&E
退休收入恢复计划	养老金计划的补充退休计划
SIP	州实施计划
SOFR	担保隔夜融资利率
SPP	西南电力池
系统销售	向OG&E客户销售
U.S.	美利坚合众国
冬季风暴Uri	2021年2月发生的前所未有、持续时间较长的极端寒冷天气事件
XLPL	超大型电力与照明

文件格式

本合并 Form 10-Q 由 OGE Energy 和 OG&E 分别提交。本合并 Form 10-Q 中与各个注册人相关的信息由该注册人代表自身提交。OG&E 不对与 OGE Energy 任何其他关联公司有关的信息作出任何陈述。除 OG&E 外，OGE Energy 及其任何子公司均不对 OG&E 的债务证券承担任何义务；在就 OG&E 的债务证券作出决定时，持有人不应考虑 OGE Energy 或其任何子公司（在相关情况下，OG&E 除外）的财务资源或经营业绩。同样，OG&E 或 OGE Energy 的任何其他子公司均不对 OGE Energy 的债务证券承担任何义务。本合并 Form 10-Q 应作为整体阅读。本合并 Form 10-Q 的任何单独章节均未涵盖其主题的所有方面。

前瞻性陈述

除本文所含历史陈述外，本 Form 10-Q 中讨论的事项，包括“第 2 项：财务状况和经营业绩的管理层讨论与分析”中讨论的事项，均为受某些风险、不确定性和假设影响的前瞻性陈述。本文件中的此类前瞻性陈述旨在通过“预计”“相信”“估计”“预期”“预测”“打算”“目标”“计划”“可能”“潜在”“预计”“目标”等词语及类似表达予以识别。实际结果可能与前瞻性陈述所表达的结果存在重大差异。除注册人2025 年 Form 10-K“第 1A 项：风险因素”以及本文“第 2 项：财务状况和经营业绩的管理层讨论与分析”中讨论的具体风险因素外，可能导致实际结果与前瞻性陈述存在重大差异的因素包括但不限于：

•

总体经济状况，包括信贷可获得性、使用现有信贷额度的能力、进入商业票据市场的能力、评级机构采取的行动以及通胀率，以及这些因素对资本支出的影响；

•

注册人进入资本市场并以有利条件获得融资的能力，以及通胀率和货币波动；

•

及时且充分地获得费率救济，以便收回资本支出、燃料和外购电力成本、运营成本、输电成本及递延支出等项目的能力；

•

电力、煤炭和天然气的价格及供应情况；

•

竞争因素，包括注册人所服务市场引入更多竞争的程度和时间，这种竞争可能通过放松管制而产生；

•

成本竞争力技术进步（例如分布式发电和客户能源效率计划）对注册人服务需求造成的影响；

•

导致竞争劣势并带来现有资产减值可能性的技术发展、市场变化及其他因素；

•

影响公用事业运营的因素，例如异常天气状况；与天气有关的灾难性损害；非计划发电停运；异常维护或维修；由于需求增加、短缺、运输问题或其他事态发展，导致化石燃料、天然气或煤炭供应成本或可用性发生意外变化；环境事故；或电力输电或天然气管道系统的限制；

•

当前和未来建设项目所需原材料及设备的供应情况和价格；

•

SPP市场交易追溯定价的影响、SPP对市场定价机制的调整，或输电升级成本的分摊；

•

影响成本和投资回收、对费率结构产生影响，或影响竞争进入注册人市场的速度和程度的联邦或州立法、监管决定及举措；

•

可能影响运营成本、限制或改变注册人设施运营方式，或导致资产搁浅的环境、安全或其他法规；

•

注册人满足SPP规定的未来容量要求的能力，该能力可能受到未来负荷增长、环境法规以及资源可用性的影响；

•

会计准则、规则或指南的变更；

•

停止对某些类型的费率监管活动适用会计原则；

•

保护资产免受恐怖主义或网络攻击侵害的成本，或由此造成的损害，包括注册人失去对其资产的控制权以及可能支付赎金的风险，以及其他灾难性事件；

•

保险的可获得性、成本、承保范围和条款；

•

生成式人工智能技术的使用、认知或监管发生变化，可能限制注册人使用此类技术的能力、带来监管审查加强的风险、使知识产权的所有权、许可或使用存在不确定性，或以其他方式造成损害注册人业务、声誉或财务业绩的风险；

•

供应商、客户及其他合同方的信用状况，包括来自加密货币和数据中心等行业的大型新客户；

•

社会对电力公用事业和电力行业的态度；

•

通过业务收购和资产剥离，寻找合适投资机会以提高股东回报并实现长期财务目标；

•

养老金和医疗保健成本上升；

•

可能对宏观经济状况产生不利影响和/或加剧其恶化的国家和全球事件，包括通胀压力、利率波动、供应链中断、经济衰退、疫情、关税，以及持续敌对行动或长期军事行动及其连带后果所带来的不确定性；

•

法律和行政诉讼、和解、调查、索赔及事项的成本和其他影响，包括但不限于本10-Q表中所述事项；以及

•

注册人向证券交易委员会提交的报告中列出的其他风险因素，包括注册人2025 Form 10-K中“第1A项：风险因素”所列内容。

无论是由于新信息、未来事件还是其他原因，注册人均不承担公开更新或修订任何前瞻性陈述的义务。

第一部分：财务信息

第1项：财务报表。

OGE ENERGY CORP.

简明合并损益表

（未经审计）

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至三个月			截至九个月
		9月30日			9月30日
（单位：百万美元，每股数据除外）		2026			2025			2026			2025
营业收入
客户合同收入		$	1,162.9			$	1,028.4			$	2,587.6			$	2,489.2
其他收入			19.9				16.6				59.7				45.1
营业收入			1,182.8				1,045.0				2,647.3				2,534.3
燃料、外购电力及直接输电费用			441.2				388.5				995.6				973.6
营业费用
其他运营和维护费用			137.1				143.3				412.3				392.2
折旧和摊销			149.2				146.7				423.7				424.7
所得税以外的税费			26.8				25.2				82.5				82.6
营业费用			313.1				315.2				918.5				899.5
营业收入			428.5				341.3				733.2				661.2
其他收入（费用）
建设期间使用权益资金的补贴			7.4				6.3				22.2				19.3
其他净定期福利费用			(2.6	)			(2.7	)			(7.8	)			(8.2	)
其他收入			17.5				6.1				46.4				30.3
其他费用			(11.6	)			(4.6	)			(31.0	)			(14.3	)
其他收入净额			10.7				5.1				29.8				27.1
利息费用
长期债务利息			71.7				66.4				209.6				194.4
建设期间使用借入资金的补贴			(3.5	)			(3.7	)			(10.5	)			(11.9	)
短期债务利息及其他利息费用			(5.2	)			6.9				(9.5	)			26.6
利息费用			63.0				69.6				189.6				209.1
税前收入			376.2				276.8				573.4				479.2
所得税费用			60.0				45.5				90.7				77.7
净收入		$	316.2			$	231.3			$	482.7			$	401.5
基本每股平均普通股数			206.7				201.5				206.5				201.3
稀释后每股平均普通股数			208.2				202.1				207.7				202.0
基本每股平均普通股收益		$	1.53			$	1.15			$	2.34			$	1.99
稀释后每股平均普通股收益		$	1.52			$	1.14			$	2.32			$	1.99

随附的简明财务报表合并附注是本报表不可分割的一部分。

OGE ENERGY CORP.

简明合并综合收益表

（未经审计）

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至三个月			截至九个月
		9月30日			9月30日
（单位：百万美元）		2026			2025			2026			2025
净收入		$	316.2			$	231.3			$	482.7			$	401.5
其他综合收益（亏损），扣除税项后：
养老金计划和退休收入恢复计划：
前期服务成本摊销，扣除税项$0.0、$0.0、$0.1和$0.1后，依次为			—				0.1				0.1				0.1
递延净亏损摊销，扣除税项$0.0、$0.0、$0.0和$0.0后，依次为			0.1				0.1				0.3				0.3
退休后福利计划：
递延净收益摊销，扣除税项$(0.0)、$(0.0)、$(0.0)和$(0.1)后，依次为			(0.1	)			(0.1	)			(0.3	)			(0.1	)
其他综合收益，扣除税项后			—				0.1				0.1				0.3
综合收益		$	316.2			$	231.4			$	482.8			$	401.8

随附的简明财务报表合并附注是本报表不可分割的一部分。

OGE ENERGY CORP.

简明合并现金流量表

（未经审计）

\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至9月30日的九个月
（单位：百万）		2026			2025
经营活动产生的现金流
净利润		$	482.7			$	401.5
将净利润调节为经营活动提供的现金净额：
折旧和摊销			423.7				424.7
递延所得税及其他税收抵免，净额			50.2				14.0
建设期间使用的权益资金补贴			(22.2	)			(19.3	)
股票薪酬费用			11.8				10.1
监管资产			(46.4	)			(39.6	)
监管负债			2.6				0.8
其他资产			16.1				(22.8	)
其他负债			(19.4	)			24.3
其他			—				(8.7	)
某些流动资产和负债的变动：
应收账款及应计未开票收入，净额			(147.2	)			(217.3	)
应收所得税			37.2				(0.1	)
燃料、材料及用品存货			(21.7	)			48.3
燃料回收款			31.9				74.9
其他流动资产			22.7				14.9
应付账款			(49.0	)			(24.8	)
其他流动负债			121.1				71.4
经营活动提供的现金净额			894.1				752.3
投资活动产生的现金流
资本支出（扣除建设期间使用的权益资金补贴）			(768.0	)			(752.7	)
拆除成本及其他			(59.3	)			(54.1	)
投资活动使用的现金净额			(827.3	)			(806.8	)
融资活动产生的现金流
长期债务所得款项			341.1				344.4
偿还长期债务			(0.1	)			(32.5	)
短期债务减少			(156.9	)			(3.0	)
普通股股息支付			(264.6	)			(256.3	)
发行普通股所得款项（成本）			19.3				8.9
为员工股权薪酬支付的现金			(5.6	)			(7.3	)
融资活动使用（提供）的现金净额			(66.8	)			54.2
现金及现金等价物净变动			—				(0.3	)
期初现金及现金等价物			0.2				0.6
期末现金及现金等价物		$	0.2			$	0.3

随附的简明财务报表合并附注是本文件不可分割的一部分。

OGE ENERGY CORP.

简明合并资产负债表

（未经审计）

\n	\n	\n	\n	\n	\n	\n	\n	\n
		9月30日			12月31日
（单位：百万）		2026			2025
资产
流动资产
现金及现金等价物		$	0.2			$	0.2
应收账款，扣除准备金$4.0 和$4.1，分别			461.4				347.8
应计未开票收入			109.8				76.2
应收所得税			0.1				37.3
燃料存货			82.7				112.0
材料及用品，按平均成本计价			263.1				212.7
其他			64.9				71.7
流动资产总额			982.2				857.9
其他财产和投资
其他			112.5				129.4
其他财产和投资总额			112.5				129.4
不动产、厂房及设备
已投入使用			17,898.6				17,203.0
在建工程			683.9				744.9
不动产、厂房及设备总额			18,582.5				17,947.9
减：累计折旧			5,381.4				5,217.5
不动产、厂房及设备净额			13,201.1				12,730.4
递延费用及其他资产
监管资产			572.2				557.2
其他			71.8				95.6
递延费用及其他资产总额			644.0				652.8
资产总额		$	14,939.8			$	14,370.5

随附的简明财务报表合并附注是本文件不可分割的一部分。

OGE ENERGY CORP.

简明合并资产负债表（续）

（未经审计）

\n	\n	\n	\n	\n	\n	\n	\n	\n
		9月30日			12月31日
（单位：百万）		2026			2025
负债和股东权益
流动负债
短期债务		$	135.1			$	292.0
应付账款			293.6				350.6
应付股息			88.6				87.6
客户押金			122.4				127.2
应计税款			78.9				53.0
应计利息			92.9				68.8
应计薪酬			55.2				54.3
一年内到期的长期债务			180.9				—
燃料条款超额回收款			59.0				27.1
其他			108.2				33.5
流动负债合计			1,214.8				1,094.1
长期债务			5,534.1				5,369.2
递延贷项及其他负债
应计福利义务			141.5				164.4
递延所得税			1,583.1				1,489.3
递延投资税收抵免			9.3				9.8
监管负债			905.6				957.1
其他			331.4				309.3
递延贷项及其他负债合计			2,970.9				2,929.9
负债合计			9,719.8				9,393.2
承诺与或有事项 (注 12)
股东权益
普通股股东权益			1,403.9				1,378.4
留存收益			3,818.6				3,601.5
扣除税款后的其他综合亏损累计额			(2.5	)			(2.6	)
股东权益合计			5,220.0				4,977.3
负债及股东权益总计		$	14,939.8			$	14,370.5

随附的简明财务报表合并附注是本报表不可分割的一部分。

OGE ENERGY CORP.

股东权益变动简明合并报表

（未经审计）

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		普通股
（百万）		股数			价值			普通股溢价			留存收益			其他综合（亏损）收益累计额			合计
2025年12月31日余额			206.1			$	2.1			$	1,376.3			$	3,601.5			$	(2.6	)		$	4,977.3
净利润			—				—				—				50.2				—				50.2
扣除税款后的其他综合收益			—				—				—				—				—				—
普通股宣派股息（每股$0.42500 ）			—				—				—				(89.2	)			—				(89.2	)
发行普通股			0.1				—				2.7				—				—				2.7
股份支付薪酬			0.2				—				(1.8	)			—				—				(1.8	)
2026年3月31日余额			206.4			$	2.1			$	1,377.2			$	3,562.5			$	(2.6	)		$	4,939.2
净利润			—				—				—				116.3				—				116.3
扣除税款后的其他综合收益			—				—				—				—				0.1				0.1
普通股宣派股息（每股$0.42500 ）			—				—				—				(87.8	)			—				(87.8	)
发行普通股			0.2				—				9.5				—				—				9.5
股份支付薪酬			—				—				3.9				—				—				3.9
2026年6月30日余额			206.6			$	2.1			$	1,390.6			$	3,591.0			$	(2.5	)		$	4,981.2
净利润			—				—				—				316.2				—				316.2
扣除税款后的其他综合收益			—				—				—				—				—				—
普通股宣派股息（每股$0.42875 ）			—				—				—				(88.6	)			—				(88.6	)
发行普通股			0.1				—				7.1				—				—				7.1
股份支付薪酬			—				—				4.1				—				—				4.1
2026年9月30日余额			206.7			$	2.1			$	1,401.8			$	3,818.6			$	(2.5	)		$	5,220.0

2024年12月31日余额			201.0			$	2.0			$	1,165.9			$	3,475.7			$	(2.7	)		$	4,640.9
净利润			—				—				—				62.7				—				62.7
扣除税款后的其他综合收益			—				—				—				—				0.1				0.1
普通股宣派股息（每股$0.42125 ）			—				—				—				(86.8	)			—				(86.8	)
发行普通股			0.1				—				3.1				—				—				3.1
股份支付薪酬			0.2				—				(4.3	)			—				—				(4.3	)
2025年3月31日余额			201.3			$	2.0			$	1,164.7			$	3,451.6			$	(2.6	)		$	4,615.7
净利润			—				—				—				107.5				—				107.5
扣除税款后的其他综合收益			—				—				—				—				0.1				0.1
普通股宣派股息（每股$0.42125 ）			—				—				—				(84.9	)			—				(84.9	)
发行普通股			0.1				—				2.9				—				—				2.9
股份支付薪酬			—				—				3.6				—				—				3.6
2025年6月30日余额			201.4			$	2.0			$	1,171.2			$	3,474.2			$	(2.5	)		$	4,644.9
净利润			—				—				—				231.3				—				231.3
扣除税款后的其他综合收益			—				—				—				—				0.1				0.1
普通股宣派股息（每股$0.42500 ）			—				—				—				(85.6	)			—				(85.6	)
发行普通股			0.1				—				2.9				—				—				2.9
股份支付薪酬			—				—				3.5				—				—				3.5
2025年9月30日余额			201.5			$	2.0			$	1,177.6			$	3,619.9			$	(2.4	)		$	4,797.1

随附的简明财务报表合并附注是本报表不可分割的一部分。

OKLAHOMA GAS AND ELECTRIC COMPANY

简明收益及综合收益表

（未经审计）

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至三个月			截至九个月
		9月30日，			9月30日，
（百万）		2026			2025			2026			2025
营业收入
与客户合同产生的收入		$	1,162.9			$	1,028.4			$	2,587.6			$	2,489.2
其他收入			19.9				16.6				59.7				45.1
营业收入			1,182.8				1,045.0				2,647.3				2,534.3
燃料、外购电力及直接输电费用			441.2				388.5				995.6				973.6
营业费用
其他运营和维护费用			137.1				143.5				412.5				391.6
折旧和摊销			149.2				146.7				423.7				424.7
所得税以外的税项			26.8				25.2				82.5				82.6
营业费用			313.1				315.4				918.7				898.9
营业收入			428.5				341.1				733.0				661.8
其他收入（费用）
建设期间使用权益资金的补贴			7.4				6.3				22.2				19.3
其他定期福利净费用			(2.5	)			(2.7	)			(7.5	)			(7.8	)
其他收入			8.4				4.2				17.5				13.6
其他费用			(0.8	)			(0.5	)			(2.2	)			(1.9	)
其他收入净额			12.5				7.3				30.0				23.2
利息费用
长期债务利息			66.0				60.6				192.5				177.0
建设期间使用借入资金的补贴			(3.5	)			(3.7	)			(10.5	)			(11.9	)
短期债务利息及其他利息费用			(6.8	)			(2.7	)			(17.9	)			9.3
利息费用			55.7				54.2				164.1				174.4
税前收入			385.3				294.2				598.9				510.6
所得税费用			64.4				51.3				100.0				89.0
净收入		$	320.9			$	242.9			$	498.9			$	421.6
其他综合收益（税后净额）			—				—				—				—
综合收益		$	320.9			$	242.9			$	498.9			$	421.6

随附的简明财务报表合并附注是本报表不可分割的一部分。

俄克拉荷马燃气与电力公司

简明现金流量表

（未经审计）

\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至9月30日的九个月
（百万）		2026			2025
经营活动产生的现金流量
净收入		$	498.9			$	421.6
将净收入调节为经营活动提供的现金净额的调整项目：
折旧和摊销			423.7				424.7
递延所得税及其他税收抵免净额			46.9				16.6
建设期间使用权益资金的补贴			(22.2	)			(19.3	)
股票薪酬费用			11.8				10.1
监管资产			(46.4	)			(39.6	)
监管负债			2.6				0.8
其他资产			1.4				(20.0	)
其他负债			(18.4	)			21.2
某些流动资产和负债的变动：
应收账款及应计未开票收入净额			(147.3	)			(217.4	)
燃料、材料和用品库存			(21.7	)			48.3
燃料回收款			31.9				74.9
其他流动资产			23.0				10.3
应付账款			(47.7	)			4.6
应付母公司的所得税			52.3				13.7
其他流动负债			113.3				50.3
经营活动提供的现金净额			902.1				800.8
投资活动产生的现金流量
资本支出（扣除建设期间使用权益资金的补贴）			(768.0	)			(752.7	)
拆除费用			(61.8	)			(52.5	)
投资活动使用的现金净额			(829.8	)			(805.2	)
融资活动产生的现金流量
与母公司往来款项变动			(290.1	)			(77.4	)
长期债务所得款项			342.9				344.4
偿还长期债务			(0.1	)			(32.5	)
OGE Energy资本投入			150.0				150.0
支付的普通股股息			(275.0	)			(380.0	)
融资活动使用（提供）的现金净额			(72.3	)			4.5
现金及现金等价物净变动			—				0.1
期初现金及现金等价物			0.2				0.2
期末现金及现金等价物		$	0.2			$	0.3

随附的简明财务报表合并附注是本报表不可分割的一部分。

俄克拉荷马燃气与电力公司

简明资产负债表

（未经审计）

\n	\n	\n	\n	\n	\n	\n	\n	\n
		9月30日，			12月31日，
(百万美元)		2026			2025
资产
流动资产
现金及现金等价物		$	0.2			$	0.2
应收账款，扣除准备金 $4.0 和 $4.1，分别			460.9				347.2
已计提未开票收入			109.8				76.2
向母公司垫款			316.0				78.3
燃料库存			82.7				112.0
材料和用品，按平均成本计价			263.1				212.7
其他			64.4				71.5
流动资产合计			1,297.1				898.1
其他财产和投资			4.0				4.1
不动产、厂房和设备
已投入使用			17,892.5				17,196.9
在建工程			683.9				744.9
不动产、厂房和设备合计			18,576.4				17,941.8
减：累计折旧			5,381.4				5,217.5
不动产、厂房和设备净额			13,195.0				12,724.3
递延费用和其他资产
监管资产			572.2				557.2
其他			68.8				93.8
递延费用和其他资产合计			641.0				651.0
资产总额		$	15,137.1			$	14,277.5

随附的简明财务报表合并附注为本报表不可分割的一部分。

俄克拉荷马燃气电力公司

简明资产负债表（续）

（未经审计）

\n	\n	\n	\n	\n	\n	\n	\n	\n
		9月30日，			12月31日，
（百万美元）		2026			2025
负债和股东权益
流动负债
应付账款		$	293.0			$	348.7
客户押金			122.4				127.2
应计税款			75.5				52.3
应计利息			85.7				66.4
应计薪酬			55.2				54.3
一年内到期的长期债务			180.9				—
燃料条款超额回收款			59.0				27.1
其他			108.2				33.5
流动负债合计			979.9				709.5
长期债务			5,126.2				4,961.7
递延贷项和其他负债
应计福利义务			71.2				93.2
递延所得税			1,621.7				1,531.3
递延投资税抵免			9.3				9.8
监管负债			905.6				957.1
其他			297.3				274.7
递延贷项和其他负债合计			2,905.1				2,866.1
负债合计			9,011.2				8,537.3
承诺和或有事项（附注 12）
股东权益
普通股股东权益			1,915.3				1,753.5
留存收益			4,210.6				3,986.7
股东权益合计			6,125.9				5,740.2
负债和股东权益总额		$	15,137.1			$	14,277.5

随附的简明财务报表合并附注为本报表不可分割的一部分。

俄克拉荷马燃气电力公司

股东权益变动简明报表

（未经审计）

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		普通股
（百万美元）		股数			价值			普通股溢价			留存收益			合计
2025年12月31日余额			40.4			$	100.9			$	1,652.6			$	3,986.7			$	5,740.2
净利润			—				—				—				57.9				57.9
股份支付薪酬			—				—				3.8				—				3.8
2026年3月31日余额			40.4			$	100.9			$	1,656.4			$	4,044.6			$	5,801.9
净利润			—				—				—				120.1				120.1
来自 OGE Energy 的资本投入			—				—				150.0				—				150.0
股份支付薪酬			—				—				3.9				—				3.9
2026年6月30日余额			40.4			$	100.9			$	1,810.3			$	4,164.7			$	6,075.9
净利润			—				—				—				320.9				320.9
已宣告的普通股股息			—				—				—				(275.0	)			(275.0	)
股份支付薪酬			—				—				4.1				—				4.1
2026年9月30日余额			40.4			$	100.9			$	1,814.4			$	4,210.6			$	6,125.9

2024年12月31日余额			40.4			$	100.9			$	1,488.6			$	3,736.9			$	5,326.4
净利润			—				—				—				71.0				71.0
股份支付薪酬			—				—				3.0				—				3.0
2025年3月31日余额			40.4			$	100.9			$	1,491.6			$	3,807.9			$	5,400.4
净利润			—				—				—				107.7				107.7
来自 OGE Energy 的资本投入			—				—				150.0				—				150.0
股份支付薪酬			—				—				3.6				—				3.6
2025年6月30日余额			40.4			$	100.9			$	1,645.2			$	3,915.6			$	5,661.7
净利润			—				—				—				242.9				242.9
已宣告的普通股股息			—				—				—				(250.0	)			(250.0	)
股份支付薪酬			—				—				3.5				—				3.5
2025年9月30日余额			40.4			$	100.9			$	1,648.7			$	3,908.5			$	5,658.1

随附的简明财务报表合并附注是本文件不可分割的一部分。

简明财务报表合并附注

（未经审计）

简明财务报表合并附注索引

简明财务报表合并附注由 OGE Energy 和 OG&E 合并列报。下表列示了各附注适用的注册人。

\n	\n	\n	\n
	OGE Energy		OG&E
附注 1. 重要会计政策摘要	X		X
附注 2. 会计公告	X		X
附注 3. 收入确认	X		X
附注 4. 公允价值计量	X		X
附注 5. 基于股票的薪酬	X		X
附注 6. 所得税	X		X
附注 7. 普通股权益	X
附注 8. 长期债务	X		X
附注 9. 信贷额度和短期债务	X		X
附注 10. 退休计划和退休后福利计划	X		X
附注 11. 业务分部报告	X
附注 12. 承诺和或有事项	X		X
附注 13. 电价事项与监管	X		X

1. 重要会计政策摘要

组织架构

OGE Energy 是一家控股公司，其主要投资为在俄克拉何马州和阿肯色州西部提供电力。OGE Energy 的电力公司业务通过其全资子公司 OG&E 开展；OG&E 在俄克拉何马州和阿肯色州西部发电、输电、配电和销售电力，并通过 OGE Energy 的电力公司业务分部进行报告。OG&E 的电价受 OCC、APSC 和 FERC 监管。OG&E 于 1902 年根据俄克拉何马领地法律注册成立，是俄克拉何马州最大的电力公司，其特许服务区域包括阿肯色州史密斯堡及周边社区。OG&E 于 1928 年出售了零售天然气业务，此后不再从事天然气配气业务。

OGE Energy 及其全资子公司（包括 OG&E）的账户均纳入 OGE Energy 的简明合并财务报表。所有公司间交易和余额均在合并时抵销。

列报基础

本文件所载简明财务报表由各注册人根据美国证券交易委员会的规章制度编制，未经审计。按照 GAAP 编制的财务报表通常包含的某些信息和脚注披露，已根据上述规章制度予以简化或省略；然而，各注册人认为，所作披露足以避免所呈列信息产生误导。

管理层认为，所有为公允列报注册人截至2026年9月30日和2025年12月31日的财务状况、截至2026年和2025年9月30日止三个月和九个月的经营业绩，以及截至2026年和2025年9月30日止九个月的现金流量所需的调整均已纳入，且均属正常、经常性调整，但另有披露的除外。管理层还评估了2026年9月30日之后至这些简明财务报表发布日发生的事项的影响，这些报表包含该评估所产生的所有必要调整和披露。

由于季节性波动及其他因素，注册人截至2026年9月30日止三个月和九个月的经营业绩未必能代表截至2026年12月31日止年度或任何未来期间的预期业绩。简明财务报表及其附注应与注册人 2025 Form 10-K 中所载经审计财务报表及其附注一并阅读。

会计记录

OG&E的会计记录依据FERC规定并由OCC和APSC采纳的《统一会计制度》编制。此外，作为受监管的电力公司，OG&E须遵循适用于某些类型受费率监管活动的会计原则；根据这些原则，若预期可在未来费率中向客户收回，某些已发生的成本可递延并列为监管资产。同样，若预期可通过未来费率将某些实际或预期抵免额返还客户，则原本会减少费用的这些抵免额可递延并列为监管负债。管理层预期收回递延成本及返还递延抵免额，通常源于监管机构作出的具体决定，批准此类费率制定处理方式。

如果根据监管命令或其他可获得的证据，OG&E认为相关成本或义务很可能计入未来费率中允许收回或退款的金额，则会将某些已发生的成本和义务记为监管资产或负债。下表汇总了OG&E的监管资产和负债。

\n	\n	\n	\n	\n	\n	\n	\n	\n
		9月30日			12月31日
（百万）		2026			2025
监管资产
流动：
SPP成本跟踪项目少收款项 (A)		$	10.5			$	7.1
其他 (A)			2.8				4.3
流动监管资产总额		$	13.3			$	11.4
非流动：
俄克拉荷马州递延风暴费用		$	193.2			$	224.7
俄克拉荷马州PISA递延成本，净额			87.9				22.9
养老金跟踪项目			82.0				88.7
福利义务监管资产			81.3				85.6
阿肯色州冬季风暴Uri成本			46.7				54.2
俄克拉荷马州SAP S/4 HANA递延费用			16.2				16.5
Sooner干式洗涤器			14.9				15.5
俄克拉荷马州植被管理计划递延成本			14.8				13.9
阿肯色州容量采购购电协议			10.7				6.7
阿肯色州递延养老金费用			7.9				9.3
重新取得债务未摊销损失			4.5				5.5
COVID-19影响			3.2				4.1
其他			8.9				9.6
非流动监管资产总额		$	572.2			$	557.2
监管负债
流动：
俄克拉荷马州燃料条款超额回收		$	37.3			$	15.7
阿肯色州燃料条款超额回收			21.7				11.4
俄克拉荷马州能源效率附加费超额回收 (B)			21.4				5.8
其他 (B)			9.4				2.0
流动监管负债总额		$	89.8			$	34.9
非流动：
应退还客户的所得税净额		$	672.3			$	718.9
应计拆除义务净额			228.8				234.7
其他			4.5				3.5
非流动监管负债总额		$	905.6			$	957.1

(A)

计入简明资产负债表中的其他流动资产。

(B)

计入简明资产负债表中的其他流动负债。

管理层持续监控监管资产未来的可收回性。当管理层判断未来回收能力受损时，将酌情调整监管资产金额。如果OG&E被要求停止

对某些类型的受监管活动会计原则的适用（适用于其部分或全部业务），可能导致冲销相关监管资产或负债，并可能产生重大财务影响。

应收账款坏账准备

如果客户余额在最终账单日期后六个月内仍未收回，通常会予以核销。OG&E的应收账款坏账准备通常按过去六个月的电力收入乘以计提率计算，该计提率基于历史实际核销余额的平均值，并根据当前情况和可支持的预测进行必要调整。如果纳入预测情况后的历史回款率不能代表未来回款情况，确认的坏账费用金额可能会受到影响。此外，俄克拉荷马州辖区内与燃料相关的部分坏账准备通过燃料调整条款予以回收。应收账款坏账准备作为简明资产负债表中应收账款的抵减项，并计入简明损益表中的其他运营和维护费用。

新商业客户须以现金、保证金或不可撤销信用证的形式提供保证金；账户关闭或满足特定要求时，保证金将予以退还。对于外部信用评分显示风险较高的新住宅客户，须提供保证金；根据OCC和APSC规定的客户保护规则，保证金将予以退还。公司持续监控所有现有客户的付款行为；如果付款行为显示其根据适用公用事业监管规定存在足够风险，则客户须提供保证金。

累计其他综合收益（亏损）

以下表格列示了截至2026年和2025年9月30日止九个月内归属于OGE Energy的累计其他综合收益（亏损）各组成部分的变动。以下金额均为税后金额。

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
（百万）	养老金计划和退休收入恢复计划		退休后福利计划		总计
2025年12月31日余额	$	(10.0	)	$	7.4		$	(2.6	)
从累计其他综合收益（亏损）中重分类的金额		0.4			(0.3	)		0.1
截至2026年9月30日的余额	$	(9.6	)	$	7.1		$	(2.5	)

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
（百万）	养老金计划和退休收入恢复计划		退休后福利计划		总计
截至2024年12月31日的余额	$	(8.8	)	$	6.1		$	(2.7	)
从累计其他综合收益（亏损）中重分类的金额		0.4			(0.1	)		0.3
截至2025年9月30日的余额	$	(8.4	)	$	6.0		$	(2.4	)

下表列示了在截至2026年和2025年9月30日的三个月和九个月期间，OGE Energy 归属的累计其他综合收益（亏损）重分类至净利润各项目的重大金额。

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
累计其他综合收益（亏损）组成部分详情		从累计其他综合收益（亏损）中重分类的金额			受影响的 OGE Energy 收益表项目
		截至三个月			截至九个月
		9月30日，			9月30日，
（百万）		2026			2025			2026			2025
养老金计划和退休收入恢复计划项目的摊销：
精算损失		$	(0.1	)		$	(0.1	)		$	(0.3	)		$	(0.3	)		(A)
先前服务成本			—				(0.1	)			(0.2	)			(0.2	)		(A)
			(0.1	)			(0.2	)			(0.5	)			(0.5	)		税前收入
			—				—				(0.1	)			(0.1	)		所得税费用
		$	(0.1	)		$	(0.2	)		$	(0.4	)		$	(0.4	)		净利润

退休后福利计划项目的摊销：
精算收益		$	0.1			$	0.1			$	0.3			$	0.2			(A)
			0.1				0.1				0.3				0.2			税前收入
			—				—				—				0.1			所得税费用
		$	0.1			$	0.1			$	0.3			$	0.1			净利润

本期重分类总额，扣除税款后		$	—			$	(0.1	)		$	(0.1	)		$	(0.3	)		净利润

(A)

这些累计其他综合收益（亏损）组成部分计入定期福利净成本的计算中（更多信息见附注10）。

2. 会计公告

2024年11月，财务会计准则委员会发布了 ASU 2024-03《收益表——综合收益报告——费用细分披露》。该更新中的修订通过要求在年度和中期财务报表附注中披露特定费用类别的更多信息，改善财务报告。该准则适用于2026年12月15日之后开始的财年，以及2027年12月15日之后开始的中期期间。允许提前采用。各注册人正在评估该准则的影响，并认为其不会对财务报表披露产生重大影响。

2025年9月，财务会计准则委员会发布了 ASU 2025-06《无形资产——商誉及其他——内部使用软件》。该更新中的定向改进旨在使当前软件开发流程与内部使用软件成本资本化方面的考量更好地保持一致。该准则适用于2027年12月15日之后开始的财年，以及该财年内的中期期间。允许提前采用。各注册人正在评估该准则对其财务报表的影响。

2026年5月，财务会计准则委员会发布了 ASU 2026-02《环境信用及环境信用义务（主题 818）》。本次更新的修订为所有生成、购买或接收环境信用，或负有可通过环境信用履行的监管合规义务的实体，规定了确认、计量、列报和披露要求。本准则适用于 2027年12月15日之后开始的财年及该期间内的中期。允许提前采用。Registrants 正在评估本准则对其财务报表和披露的影响。

Registrants 认为，其他近期已采用且近期发布但尚未生效的会计准则，在采用后似乎不会对 Registrants 的财务状况、经营业绩或现金流产生重大影响。

3. 收入确认

下表列示了 OG&E 按客户类别细分的客户合同收入。按客户类别细分的 OG&E 营业收入可见于“第2项：管理层对财务状况和经营业绩的讨论与分析”中的“OG&E（电力公司）经营业绩”。

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至9月30日的三个月			截至9月30日的九个月
（百万美元）		2026			2025			2026			2025
居民		$	512.7			$	399.2			$	1,016.9			$	934.1
商业			339.6				314.0				753.1				739.1
工业			86.5				80.5				200.3				200.5
油田			79.2				73.0				185.9				184.9
公共机构及街灯			97.7				86.2				217.9				208.9
系统售电收入			1,115.7				952.9				2,374.1				2,267.5
费率退款准备			—				—				—				3.0
综合市场			29.3				23.6				104.0				71.2
输电			12.7				38.8				83.9				120.7
其他			5.2				13.1				25.6				26.8
客户合同收入		$	1,162.9			$	1,028.4			$	2,587.6			$	2,489.2

4. 公允价值计量

Registrants 的公允价值计量分类需要判断市场数据的可观察程度或其是否有可观察市场数据佐证。GAAP 建立了公允价值层级，根据可观察和不可观察数据对计量公允价值所用输入值进行优先级排序。该层级将输入值分为三个层级，其中最高优先级为活跃市场中相同、无限制资产或负债的报价（第1层级），最低优先级为不可观察输入值（第3层级）。金融资产和负债整体上根据对公允价值计量具有重要意义的最低层级输入值进行分类。公允价值层级中定义的三个层级如下：

第1层级输入值是指在计量日可获取的活跃市场中相同、无限制资产或负债的报价。

第2层级输入值是除第1层级所含活跃市场报价之外的输入值，这些输入值在报告日可直接或间接观察，且在资产或负债几乎整个期限内均可观察。第2层级输入值包括活跃市场中类似资产或负债的报价，以及非活跃市场中相同或类似资产或负债的报价。

第 3 级输入是资产或负债的价格或估值技术所使用的输入，这些输入对公允价值计量具有重大影响，且不可观察（即市场活动很少或没有市场活动支持）。不可观察输入反映报告主体自身对市场参与者在为资产或负债定价时会采用的假设（包括有关风险的假设）的判断。

T截至 2026 年 9 月 30 日和 2025 年 12 月 31 日，注册人没有经常性按公允价值计量的金融工具。下表列示了注册人于 2026 年 9 月 30 日和 2025 年 12 月 31 日金融工具的账面金额和公允价值，以及其在公允价值层级中的分类级别。

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		2026 年 9 月 30 日			2025 年 12 月 31 日
（百万美元）		账面金额			公允价值			账面金额			公允价值			分类
长期债务（包括一年内到期的长期债务）：
OGE Energy 优先票据		$	348.2			$	348.9			$	347.6			$	362.5			第 2 级
OGE Energy 定期贷款		$	59.7			$	60.0			$	59.9			$	60.0			第 2 级
OG&E 优先票据		$	5,192.7			$	4,632.8			$	4,847.2			$	4,644.7			第 2 级
OG&E 工业管理局债券		$	103.0			$	103.0			$	103.0			$	103.0			第 2 级
OG&E Tinker 债务		$	11.4			$	8.2			$	11.5			$	9.1			第 3 级

5. 股票薪酬

下表列示了注册人截至 2026 年和 2025 年 9 月 30 日止三个月和九个月与注册人员工的绩效单位和限制性股票单位相关的税前薪酬费用及相关所得税收益。

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至三个月			截至九个月
OGE Energy 和 OG&E		9 月 30 日			9 月 30 日
（百万美元）		2026			2025			2026			2025
绩效单位		$	2.7			$	2.4			$	7.9			$	7.0
限制性股票单位			1.4				1.1				3.9				3.1
薪酬费用总额		$	4.1			$	3.5			$	11.8			$	10.1
所得税收益		$	1.0			$	0.8			$	2.9			$	2.4

在截至 2026 年 9 月 30 日的九个月内，OGE Energy根据 OGE Energy 股票激励计划发行了 168,659 股新普通股，用于支付注册人员工已获得的绩效单位和限制性股票单位授予。

在截至 2026 年 9 月 30 日的九个月内，OGE Energy 向注册人员工授予了 220,459 个绩效单位（根据三年期间的股东总回报计算）以及 129,233 个限制性股票单位（主要设有三年期满归属期），每股公允价值分别为 $56.63 和 $46.45。

6. 所得税

OGE Energy 在美国联邦税务管辖区和多个州税务管辖区提交合并所得税申报表。OG&E 是 OGE Energy 合并所得税申报表的一部分。除少数例外情况外，税务机关不再对注册人 2022 年以前的年度进行美国联邦税或州及地方税务检查。所得税通常根据关联集团中各公司的独立应纳税所得额或亏损额分配给各公司，包括 OG&E。此前就电力公用事业资产申报的联邦投资税收抵免已递延，并将在相关资产的使用年限内摊销计入收益。俄克拉荷马州的投资税收抵免也适用于电力发电设施的投资，从而进一步降低 OG&E 的有效税率。

7. 普通股权益

自动股息再投资和股票购买计划

OGE Energy 根据其自动股息再投资和股票购买计划发行了 144,688 股和 417,417 股新普通股，分别对应截至 2026 年 9 月 30 日的三个月和九个月，并分别获得 $6.8 百万美元和 $19.5 百万美元的收益。 OGE Energy 可能会不时根据其自动股息再投资和股票购买计划发行额外股份，以满足资本要求或营运资金需求。截至 2026 年 9 月 30 日，OGE Energy 的自动股息再投资和股票购买计划项下预留发行但尚未发行的普通股有 4,646,611 股。

普通股公开发行及远期股权出售协议

2025 年 11 月，OGE Energy 就已完成的普通股公开发行签订了远期出售协议（FSA），发行了 9,226,744 股普通股。其中 4,613,372 股受远期出售协议约束，协议规定在一个或多个结算日结算，结算日由 OGE Energy 自行决定，且不得晚于 2027 年 5 月 27 日。远期出售价格最初为每股 $41.71，并将根据浮动利率因素进行调整，该因素等于隔夜银行融资利率减去利差，再减去相关工具未结清期间 OGE Energy 普通股的预期股息。除非 OGE Energy 根据特定条件选择以净现金或净股份结算，否则远期出售协议将以 OGE Energy 发行普通股的方式进行实物结算。在一个或多个结算日，如果 OGE Energy 选择对远期出售协议进行实物结算，OGE Energy 将按当时适用的远期出售价格向各交易对手发行普通股，并在届时收取发行所得款项。

At September 30, 2026, OGE Energy could have settled the FSAs with physical delivery of 4,613,372 shares of common stock to the counterparties in exchange for cash of $191.3 million. The FSAs could have also been settled at September 30, 2026 with delivery of $25.2 million of cash or approximately 536,535 shares of common stock to the counterparties, if OGE Energy had elected to net cash or net share settle, respectively. The FSAs have been classified as an equity transaction; therefore, no gain or loss will be recognized within earnings due to subsequent changes in the fair value of the FSAs.

Prior to settlement, the potentially issuable shares pursuant to the FSAs will be reflected in OGE Energy's diluted earnings per share calculations using the treasury stock method. Under this method, the number of shares of OGE Energy's common stock used in calculating diluted earnings per share for a reporting period would be increased by the number of shares, if any, that would be issued upon physical settlement of the FSAs, less the number of shares that could be purchased by OGE Energy in the market with the proceeds received from issuance (based on the average market price during that reporting period). Share dilution occurs when the average market price of OGE Energy's stock during the reporting period is higher than the then-applicable forward sale price as of the end of the reporting period. For the three and nine months ended September 30, 2026, approximately 557,305 and 536,535 incremental shares, respectively, were included in the calculation of diluted earnings per share related to the securities under the FSAs.

Earnings Per Share

Basic earnings per share is calculated by dividing net income attributable to OGE Energy by the weighted-average number of OGE Energy's common shares outstanding during the period. In the calculation of diluted earnings per share, weighted-average shares outstanding are increased for additional shares that would be outstanding if potentially dilutive securities were converted to common stock. Potentially dilutive securities for OGE Energy consist of performance units and restricted stock units and shares under the FSAs, as further discussed above.

The following table presents the calculation of basic and diluted earnings per share for OGE Energy.

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		Three Months Ended			Nine Months Ended
		September 30,			September 30,
(In millions, except per share data)		2026			2025			2026			2025
Net income		$	316.2			$	231.3			$	482.7			$	401.5
Average common shares outstanding:
Basic average common shares outstanding			206.7				201.5				206.5				201.3
Effect of dilutive securities:
Contingently issuable shares (performance and restricted stock units)			0.9				0.6				0.7				0.7
Forward equity sale agreements			0.6				—				0.5				—
Diluted average common shares outstanding			208.2				202.1				207.7				202.0
Basic earnings per average common share		$	1.53			$	1.15			$	2.34			$	1.99
Diluted earnings per average common share		$	1.52			$	1.14			$	2.32			$	1.99
Anti-dilutive shares excluded from earnings per share calculation			—				—				—				—

8. Long-Term Debt

At September 30, 2026, the Registrants were in compliance with all of their debt agreements.

As of September 30, 2026, OG&E's $125.0 million senior notes due July 15, 2027 and $56.0 million Muskogee Industrial Authority bonds due June 1, 2027 are presented as Long-term Debt due within One Year in the 2026 condensed balance sheet.

On September 9, 2026, OGE Energy entered into an amended $120.0 million floating rate unsecured three-year credit agreement, of which $60.0 million is considered a revolving loan and $60.0 million is considered a term loan. The agreement extended the maturity date two years to May 24, 2029. At September 30, 2026, OGE Energy had drawn $60.0 million on the term loan under this credit agreement at a weighted-average interest rate of 4.82 percent. For additional information related to this credit agreement, see Note 9.

OG&E Industrial Authority Bonds

OG&E has tax-exempt pollution control bonds with optional redemption provisions that allow the holders to request repayment of the bonds on any business day. The following table presents information about these bonds, which can be tendered at the option of the holder during the next 12 months.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
Series		Date Due		Amount
								(In millions)
1.40%		-		4.05%		Muskogee Industrial Authority, June 1, 2027		$	56.0
1.45%		-		4.00%		Garfield Industrial Authority, October 1, 2039			47.0
Total (redeemable during next 12 months)		$	103.0

All of these bonds are subject to an optional tender at the request of the holders, at 100 percent of the principal amount, together with accrued and unpaid interest to the date of purchase. The bond holders, on any business day, can request repayment of the bond by delivering an irrevocable notice to the tender agent stating the principal amount of the bond, payment instructions for the purchase price and the business day the bond is to be purchased. The repayment option may only be exercised by the holder of a bond for the principal amount. When a tender notice has been received by the trustee, a third-party remarketing agent for the bonds will attempt to remarket any bonds tendered for purchase. This process occurs once per week. Since the original issuance of these series of bonds in 1995 and 1997, the remarketing agent has successfully remarketed all tendered bonds. If the remarketing agent is unable to remarket any such bonds, OG&E is obligated to repurchase such unremarketed bonds. As OG&E has both the intent and ability to refinance the bonds on a long-term basis and such ability is supported by an ability to consummate the refinancing, the remarketing of bonds does not result in classification as Short-Term Debt in the condensed balance sheets. OG&E believes that it has sufficient liquidity to meet these obligations.

Issuance of Long-Term Debt

On April 1, 2026, OG&E issued $350.0 million of 5.90 percent senior notes due April 1, 2056. The proceeds from this issuance were added to OG&E's general funds and used for general corporate purposes, including repayment of short-term debt, repayment of borrowings under OG&E's revolving credit facility, and funding of OG&E's capital investment program and working capital needs.

9. Credit Facilities and Short-Term Debt

The Registrants borrow, as necessary, by the issuance of commercial paper and by borrowings under their revolving credit agreements.

On June 12, 2026, OGE Energy and OG&E each entered into new $650.0 million unsecured five-year revolving credit facilities to replace existing facilities. Each of these new facilities is scheduled to terminate on June 12, 2031. However, each of OGE Energy and OG&E have the right to request an extension of the revolving credit facility termination date under their respective facility for an additional one-year period, which extension option can be exercised up to two times. All such extension requests are subject to majority lender group approval (and only the commitments of those lenders that consent to such extension (or that agree to replace any non-consenting lender) will be extended for such additional period).

Borrowings under OGE Energy's new facility bear interest at rates equal to either the SOFR, plus a margin of 0.80 percent to 1.475 percent, or an alternate base rate, plus a margin of 0.0 percent to 0.475 percent. OGE Energy's new facility has a facility fee that ranges from 0.075 percent to 0.275 percent. Interest rate margins and facility fees are based on OGE Energy's then-current senior unsecured credit ratings.

Borrowings under OG&E's new facility bear interest at rates equal to either the SOFR, plus a margin of 0.69 percent to 1.275 percent, or an alternate base rate, plus a margin of 0.0 percent to 0.275 percent. OG&E's new facility has a facility fee that ranges from 0.06 percent to 0.225 percent. Interest rate margins and facility fees are based on OG&E's then-current senior unsecured credit ratings.

Each of the new facilities provides for issuance of letters of credit, provided that (i) the aggregate outstanding credit exposure shall not exceed the amount of the revolving credit facilities and (ii) the aggregate outstanding stated amount of letters of credit issued under such facility shall not exceed $100.0 million for each of OGE Energy and OG&E. Advances under the new facilities may be used to refinance existing indebtedness and for working capital and general corporate purposes of the respective borrower and its subsidiaries, including commercial paper liquidity support, letters of credit, acquisitions and distributions.

Each of the facilities is unsecured and, under certain circumstances, may be increased (by up to $150.0 million in each case for OGE Energy and OG&E) to a maximum revolving commitment limit of $800.0 million for each of OGE Energy and OG&E. Advances of revolving loans and letters of credit under the facilities are subject to certain conditions precedent, including the accuracy of certain representations and warranties and the absence of any default or unmatured default.

The following table presents information regarding the Registrants' revolving credit agreements at September 30, 2026.

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
Entity		Aggregate Commitment			Amount Outstanding (A)			Weighted-Average Interest Rate (F)			Expiration
		(In millions)
OGE Energy (B)		$	650.0			$	135.1				4.17	%		June 12, 2031
OGE Energy (C)			60.0				—				—	%		May 24, 2029
OG&E (D)(E)			650.0				0.4				1.20	%		June 12, 2031
Total		$	1,360.0			$	135.5				4.16	%

(A)

Includes direct borrowings under the revolving credit agreements, commercial paper borrowings and letters of credit at September 30, 2026. Typically, OGE Energy issues commercial paper to address consolidated operational activity, and OG&E will borrow from OGE Energy under the intercompany borrowing agreement as discussed below in footnote (E).

(B)

This bank facility is available to back up OGE Energy's commercial paper borrowings and to provide revolving credit borrowings. This bank facility can also be used as a letter of credit facility.

(C)

OGE Energy has a $120.0 million floating rate unsecured three-year credit agreement, of which $60.0 million is considered a revolving loan, which is included in the table above, and $60.0 million is considered a term loan. The credit agreement, under certain circumstances, may be increased to a maximum commitment limit of $155.0 million and includes a maximum leverage ratio of 0.70 to 1.0.

(D)

This bank facility is available to back up OG&E's commercial paper borrowings and to provide revolving credit borrowings. This bank facility can also be used as a letter of credit facility.

(E)

On August 1, 2026, OG&E increased its intercompany borrowing agreement with OGE Energy, under which OG&E may borrow up to $800.0 million. The agreement has a termination date of June 12, 2031. At September 30, 2026, OG&E had no borrowings under this agreement.

(F)

Represents the weighted-average interest rate for the outstanding borrowings under the revolving credit agreements, commercial paper borrowings and letters of credit.

OG&E must obtain regulatory approval from the FERC in order to borrow on a short-term basis. OG&E has the necessary regulatory approvals to incur up to $1.0 billion in short-term borrowings at any one time for a two-year period beginning January 1, 2025 and ending December 31, 2026. OG&E has requested approval from the FERC to incur up to $1.5 billion for the two-year period beginning January 1, 2027 and ending December 31, 2028 and expects to receive approval prior to the expiration of its current authority.

10. Retirement Plans and Postretirement Benefit Plans

Net Periodic Benefit Cost

The following tables present the net periodic benefit cost components, before consideration of capitalized amounts, of OGE Energy's Pension Plan, Restoration of Retirement Income Plan and postretirement benefit plans that are included in the condensed financial statements. Service cost is presented within Other Operation and Maintenance Expense, and the remaining net periodic benefit cost components as listed in the following tables are presented within Other Net Periodic Benefit Expense in the statements of income. OG&E recovers specific amounts of pension and postretirement medical costs in rates approved in its Oklahoma rate reviews. In accordance with approved orders, OG&E defers the difference between actual pension and postretirement medical expenses and the amount approved in its last Oklahoma rate review as a regulatory asset or regulatory liability. These amounts have been recorded in the Pension tracker in the regulatory assets and liabilities table in Note 1 and within Other Net Periodic Benefit Expense in the statements of income.

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		Pension Plan			Restoration of Retirement Income Plan
		Three Months Ended			Nine Months Ended			Three Months Ended			Nine Months Ended
OGE Energy		September 30,			September 30,			September 30,			September 30,
(In millions)		2026			2025			2026			2025			2026			2025			2026			2025
Service cost		$	1.4			$	1.3			$	4.0			$	4.0			$	0.3			$	0.3			$	0.9			$	0.8
Interest cost			3.9				4.1				11.8				12.2				0.1				0.1				0.4				0.3
Expected return on plan assets			(4.4	)			(4.1	)			(13.1	)			(12.4	)			—				—				—				—
Amortization of net loss			1.5				1.5				4.5				4.6				0.1				—				0.1				—
Amortization of unrecognized prior service cost (A)			—				—				—				—				0.1				—				0.2				0.2
Net periodic benefit cost		$	2.4			$	2.8			$	7.2			$	8.4			$	0.6			$	0.4			$	1.6			$	1.3

(A) Unamortized prior service cost is amortized on a straight-line basis over the average remaining service period to the first eligibility age of participants who are expected to receive a benefit and are active at the date of the plan amendment.

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		Pension Plan			Restoration of Retirement Income Plan
		Three Months Ended			Nine Months Ended			Three Months Ended			Nine Months Ended
OG&E		September 30,			September 30,			September 30,			September 30,
(In millions)		2026			2025			2026			2025			2026			2025			2026			2025
Service cost		$	1.4			$	1.3			$	4.0			$	4.0			$	—			$	0.1			$	—			$	0.1
Interest cost			3.4				3.4				10.2				10.5				—				—				0.1				0.1
Expected return on plan assets			(3.8	)			(3.5	)			(11.3	)			(10.6	)			—				—				—				—
Amortization of net loss			1.4				1.5				4.2				4.4				0.1				—				0.1				—
Total net periodic benefit cost			2.4				2.7				7.1				8.3				0.1				0.1				0.2				0.2
Plus: Amount allocated from OGE Energy			(0.1	)			—				(0.1	)			—				0.4				0.4				1.3				1.2
Net periodic benefit cost		$	2.3			$	2.7			$	7.0			$	8.3			$	0.5			$	0.5			$	1.5			$	1.4

In addition to the net periodic benefit cost amounts recognized, as presented in the tables above, for the Pension and Restoration of Retirement Income Plans during the three and nine months ended September 30, 2026 and 2025, the Registrants recognized the following:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		Three Months Ended			Nine Months Ended
		September 30,			September 30,
(In millions)		2026			2025			2026			2025
Change in pension expense to maintain allowed recoverable amount in Oklahoma jurisdiction (A)		$	(0.6	)		$	(0.3	)		$	(1.7	)		$	(0.7	)

(A)

Included in the pension regulatory asset, as indicated in the regulatory assets and liabilities table in Note 1.

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		OGE Energy			OG&E
		Postretirement Benefit Plans			Postretirement Benefit Plans
		Three Months Ended			Nine Months Ended			Three Months Ended			Nine Months Ended
		September 30,			September 30,			September 30,			September 30,
(In millions)		2026			2025			2026			2025			2026			2025			2026			2025
Service cost		$	—			$	—			$	—			$	—			$	—			$	0.1			$	—			$	0.1
Interest cost			1.2				1.3				3.4				4.0				1.0				1.0				2.7				3.1
Expected return on plan assets			(0.4	)			(0.4	)			(1.1	)			(1.2	)			(0.4	)			(0.4	)			(1.0	)			(1.1	)
Amortization of net (gain) loss			(0.1	)			0.1				(0.2	)			0.3				—				0.1				—				0.4
Total net periodic benefit cost			0.7				1.0				2.1				3.1				0.6				0.8				1.7				2.5
Plus: Amount allocated from OGE Energy															0.1				0.1				0.3				0.3
Net periodic benefit cost		$	0.7			$	1.0			$	2.1			$	3.1			$	0.7			$	0.9			$	2.0			$	2.8

In addition to the net periodic benefit cost amounts recognized, as presented in the table above, for the postretirement benefit plans during the three and nine months ended September 30, 2026 and 2025, the Registrants recognized the following:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Three Months Ended

Nine Months Ended

September 30,

(In millions)

2026

2025

2026

2025

Change in postretirement expense to maintain allowed recoverable amount in Oklahoma jurisdiction (A)

(0.1

)

0.2

(0.3

)

0.5

(A)

Included in the pension regulatory asset, as indicated in the regulatory assets and liabilities table in Note 1.

The following table presents the amount of net periodic benefit cost capitalized and attributable to each of the Registrants for OGE Energy's Pension Plan and postretirement benefit plans for the three and nine months ended September 30, 2026 and 2025.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		Three Months Ended			Nine Months Ended
OGE Energy and OG&E		September 30,			September 30,
(In millions)		2026			2025			2026			2025
Capitalized portion of net periodic pension benefit cost		$	0.6			$	0.6			$	1.8			$	1.8
Capitalized portion of net periodic postretirement benefit cost		$	—			$	—			$	—			$	—

Pension Plan Funding

During the nine months ended September 30, 2026, OGE Energy contributed $22.0 million to its Pension Plan related to OG&E employees. The Registrants could be required to make additional contributions if the value of its pension trust and postretirement benefit plan trust assets are adversely impacted by a major market disruption in the future.

11. Report of Business Segments

OGE Energy reports its operations primarily through a single segment, captioned \"electric company,\" which is engaged in the generation, transmission, distribution and sale of electric energy. The \"other operations\" caption primarily includes the operations of the holding company and other energy-related investments. Intersegment revenues are recorded at prices comparable to those of unaffiliated customers and are affected by regulatory considerations. The Registrants' chief operating decision maker uses net income as a measure of reportable segment profit or loss to make operating decisions, allocate resources, and assess performance. The following tables, which include significant segment expenses, present the results of OGE Energy's business segments for the three and nine months ended September 30, 2026 and 2025.

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
Three Months Ended September 30, 2026		Electric Company			Other Operations			Eliminations			Total
(In millions)
Operating revenues		$	1,182.8			$	—			$	—			$	1,182.8
Fuel, purchased power and direct transmission expense			441.2				—				—				441.2
Other operation and maintenance			137.1				—				—				137.1
Depreciation and amortization			149.2				—				—				149.2
Taxes other than income			26.8				—				—				26.8
Operating income			428.5				—				—				428.5
Net other income			12.5				4.0				(5.8	)			10.7
Interest expense			55.7				13.1				(5.8	)			63.0
Income tax expense (benefit)			64.4				(4.4	)			—				60.0
Net income (loss)		$	320.9			$	(4.7	)		$	—			$	316.2
Total assets		$	15,137.1			$	118.6			$	(315.9	)		$	14,939.8
Capital expenditures		$	279.4			$	—			$	—			$	279.4

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
Three Months Ended September 30, 2025		Electric Company			Other Operations			Eliminations			Total
(In millions)
Operating revenues		$	1,045.0			$	—			$	—			$	1,045.0
Fuel, purchased power and direct transmission expense			388.5				—				—				388.5
Other operation and maintenance			143.5				(0.2	)			—				143.3
Depreciation and amortization			146.7				—				—				146.7
Taxes other than income			25.2				—				—				25.2
Operating income			341.1				0.2				—				341.3
Net other income (expense)			7.3				(0.7	)			(1.5	)			5.1
Interest expense			54.2				16.9				(1.5	)			69.6
Income tax expense (benefit)			51.3				(5.8	)			—				45.5
Net income (loss)		$	242.9			$	(11.6	)		$	—			$	231.3
Total assets		$	14,114.7			$	221.4			$	(78.7	)		$	14,257.4
Capital expenditures		$	229.5			$	—			$	—			$	229.5

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
Nine Months Ended September 30, 2026		Electric Company			Other Operations			Eliminations			Total
(In millions)
Operating revenues		$	2,647.3			$	—			$	—			$	2,647.3
Fuel, purchased power and direct transmission expense			995.6				—				—				995.6
Other operation and maintenance			412.5				(0.2	)			—				412.3
Depreciation and amortization			423.7				—				—				423.7
Taxes other than income			82.5				—				—				82.5
Operating income			733.0				0.2				—				733.2
Net other income			30.0				9.5				(9.7	)			29.8
Interest expense			164.1				35.2				(9.7	)			189.6
Income tax expense (benefit)			100.0				(9.3	)			—				90.7
Net income (loss)		$	498.9			$	(16.2	)		$	—			$	482.7
Total assets		$	15,137.1			$	118.6			$	(315.9	)		$	14,939.8
Capital expenditures		$	768.0			$	—			$	—			$	768.0

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
Nine Months Ended September 30, 2025		Electric Company			Other Operations			Eliminations			Total
(In millions)
Operating revenues		$	2,534.3			$	—			$	—			$	2,534.3
Fuel, purchased power and direct transmission expense			973.6				—				—				973.6
Other operation and maintenance			391.6				0.6				—				392.2
Depreciation and amortization			424.7				—				—				424.7
Taxes other than income			82.6				—				—				82.6
Operating income (loss)			661.8				(0.6	)			—				661.2
Net other income			23.2				9.5				(5.6	)			27.1
Interest expense			174.4				40.3				(5.6	)			209.1
Income tax expense (benefit)			89.0				(11.3	)			—				77.7
Net income (loss)		$	421.6			$	(20.1	)		$	—			$	401.5
Total assets		$	14,114.7			$	221.4			$	(78.7	)		$	14,257.4
Capital expenditures		$	752.7			$	—			$	—			$	752.7

12. Commitments and Contingencies

Except as set forth below, in Note 13 and under \"Environmental Laws and Regulations\" in Item 2 of Part I and in Item 1 of Part II of this Form 10-Q, the circumstances set forth in Notes 13 and 14 to the financial statements included in the Registrants' 2025 Form 10-K appropriately represent, in all material respects, the current status of the Registrants' material commitments and contingent liabilities.

Environmental Laws and Regulations

The activities of OG&E are subject to numerous stringent and complex federal, state and local laws and regulations governing environmental protection. These laws and regulations can change, restrict or otherwise impact the Registrants' business activities in many ways, including the handling or disposal of waste material, planning for future construction activities to avoid or mitigate harm to threatened or endangered species and requiring the installation and operation of emissions or pollution control equipment. Failure to comply with these laws and regulations could result in the assessment of administrative, civil and criminal penalties, the imposition of remedial requirements and the issuance of orders enjoining future operations. Management believes that all of the Registrants' operations are in substantial compliance with current federal, state and local environmental standards.

Environmental regulation can increase the cost of planning, design, initial installation and operation of OG&E's facilities. Management continues to evaluate its compliance with existing and proposed environmental legislation and regulations and implement appropriate environmental programs in a competitive market.

Other

In the normal course of business, the Registrants are confronted with issues or events that may result in a contingent liability. These generally relate to lawsuits or claims made by third parties, including governmental agencies. When appropriate, management consults with legal counsel and other experts to assess the claim. If, in management's opinion, the Registrants have incurred a probable loss as set forth by GAAP, an estimate is made of the loss, and the appropriate accounting entries are reflected in the condensed financial statements. If the assessment indicates that a potential loss is not probable but reasonably possible, the nature of the contingent matter, together with an estimate of the range of possible loss if determinable and material, would be disclosed. At the present time, based on currently available information, the Registrants believe that any reasonably possible losses in excess of accrued amounts arising out of pending or threatened lawsuits or claims would not be quantitatively material to their condensed financial statements and would not have a material adverse effect on their financial position, results of operations or cash flows.

In 2023, OG&E was named, along with its contractor, as a defendant in a lawsuit filed by an apartment owner and its insurance companies seeking in excess of $60.0 million in damages related to a fire at an apartment building under construction in Oklahoma City. Several additional defendants have also been named. In October 2026, OG&E settled this lawsuit which did not result in a material impact to its operating results.

13. Rate Matters and Regulation

Except as disclosed below, the circumstances set forth in Note 14 to the financial statements included in the Registrants' 2025 Form 10-K appropriately represent, in all material respects, the current status of the Registrants' regulatory matters.

Completed Regulatory Matters

Integrated Resource Plans

As a result of the 2024 request for proposal process, OG&E has executed contracts for approximately 1,000 MWs of generation capacity, and regulatory approvals have been received or are currently being pursued, as further discussed below. In January 2026, OG&E issued additional requests for proposals for resources to meet projected capacity needs while maintaining affordability and reliability for OG&E's customers. Independent evaluators have been engaged on behalf of the OCC and Oklahoma Attorney General to oversee this 2026 request for proposal process. Bids into the 2026 request for proposal process have been received and evaluated, and OG&E is currently negotiating for generation resources with a number of selected parties. In April 2026, OG&E issued its final 2026 IRP to the OCC and APSC, which is intended to address OG&E's updated load forecast as well as updated SPP Resource Adequacy policies. The 2026 IRP identifies capacity needs of 1,922 MWs by the 2031/2032 winter season, which is inclusive of approximately 800 MWs of capacity needs driven by changes in the SPP Resource Adequacy policies. On October 27, 2026, OG&E filed a preapproval case seeking OCC approval of a generation capacity construction project to install a natural gas combined cycle unit at OG&E’s existing Horseshoe Lake generating facility (Unit 15). This project is expected to add approximately 755 MW of nameplate capacity to the OG&E portfolio at a cost of approximately $1.7 billion. OG&E is currently evaluating additional request for proposal responses associated with its 2026 IRP and expects to file for additional preapprovals beginning as early as the fourth quarter of 2026. OG&E intends to evaluate incremental capacity needs beyond what is identified in the 2026 IRP through future IRPs and to continue to seek capacity additions, as needed.

APSC Proceedings

2025 Arkansas Act 373 Tariff Filing

In December 2025, OG&E filed an application for approval of an Act 373 tariff to recover return on CWIP and revenue requirement for Horseshoe Lake and Tinker generation facilities. Recovery under the Act 373 tariff is dependent on a finding of eligibility for the Horseshoe Lake Units 11 and 12 and Tinker generation facilities in the prudence case disclosed below. In April 2026, the APSC issued an order approving OG&E's Act 373 tariff.

Arkansas Prudence of Horseshoe Lake and Tinker Generation Facilities

In December 2024, pursuant to orders in the generation construction notice filings, OG&E filed an application requesting a determination of prudence of action and initial contract costs for the generating units being constructed at Horseshoe Lake (Units 11 and 12) and Tinker Air Force Base. In May 2025, OG&E filed a supplemental application to serve as notice to the APSC of OG&E’s intent to recover the costs of these projects through a rider under the newly enacted Act 373. On September 8, 2026, the APSC issued a final order approving the prudence of action and initial contract costs for construction of the Tinker Air Force Base units and Horseshoe Lake Units 11 and 12. The APSC denied the portion of the settlement which addressed recognition of the projects as strategic investments and eligibility for recovery through a rider.

Arkansas Frontier Energy Storage Project Preapproval Filing

In February 2026, OG&E filed a preapproval case for the Frontier Energy Storage Project, which involves a purchase and sale agreement for a 300 MW battery storage facility in Oklahoma. The Frontier Energy Storage Project is the final project resulting from OG&E's 2024 request for proposals and subsequent negotiations. In this proceeding, OG&E sought authorization to commence construction of the Frontier Energy Storage Project and to later acquire the facility pursuant to the purchase and sale agreement, a prudency determination for the project, and all other findings and approvals needed under Arkansas law. On July 31, 2026, the APSC issued a final order, which granted prudence of action and initial costs of the Frontier Energy Storage Project.

FERC Proceedings

Order for Sponsored Transmission Upgrades within SPP

Under Attachment Z2 of the SPP Open Access Transmission Tariff, OG&E and others who built participant-funded, or \"sponsored,\" transmission upgrades may recover the costs of the upgrade from other SPP customers who benefit from it. The FERC approved a waiver of a time limitation in the SPP tariff to allow the SPP in 2016 to bill for the 2008 through 2015 period due to information system limitations that had delayed that billing. The SPP then both billed users and credited sponsors, including OG&E, for Z2 charges during the period. OG&E refunded most of the net credits to customers through its various rate riders that include SPP activity and retained the remaining amounts.

Net payers of Z2 credits contested the waiver, leading the FERC to reverse its decision, deny the waiver, and instruct the SPP to refund payments made for charges from 2008 to 2015. OG&E and other net creditors challenged this reversal. However, the FERC upheld its reversal, and in August 2021 and September 2024, federal appeals courts upheld the FERC’s decisions to deny the waivers and to deny relief to OG&E and the other creditors against SPP. All appellate options have now been exhausted.

On July 16, 2026, the FERC ordered the SPP to begin invoicing OG&E and other parties for refund amounts owed. The Registrants had previously reserved $14 million plus estimated interest for this refund, and in September 2026, OG&E remitted the net funds invoiced by the SPP. Of the refund amount, the Registrants recognized approximately $4 million, plus interest, in expense in 2021 that initially benefited the Registrants in 2016, and OG&E customers will incur a net impact of approximately $10 million, plus interest, in expense through rider mechanisms or the FERC formula rate now that the refunds have been paid to the SPP. The SPP must also submit a refund report within 60 days after issuing the initial invoices, including the recoupment amounts and complete interest calculations.

After the initiation of the disputes discussed above, the FERC approved an SPP proposal to eliminate Attachment Z2 revenue crediting and replace it with a different rate mechanism that would provide project sponsors, such as OG&E, the same level of recovery. This elimination of the Attachment Z2 revenue crediting would only impact OG&E and its recovery of any future upgrade costs that it may incur as a project sponsor after July 2020. All projects initiated prior to July 2020 remain eligible to receive revenue credits under Attachment Z2.

OCC Proceedings

Oklahoma Distribution Interconnection Agreement

In May 2026, OG&E filed an application requesting approval of a pro forma Distribution Interconnection Agreement to be used for certain interconnections to OG&E’s distribution system for generators that do not have a purchase agreement for the output with OG&E and are larger than 300 kW. On August 6, 2026, the OCC issued a final order approving OG&E's application.

Oklahoma Frontier Energy Storage Project Preapproval Filing

In December 2025, OG&E filed a preapproval case for the Frontier Energy Storage Project, which involves a purchase and sale agreement for a 300 MW battery storage facility in Oklahoma. The Frontier Energy Storage Project is the final project resulting from OG&E's 2024 request for proposals and subsequent negotiations. In June 2026, the ALJ issued a report recommending approval of the Frontier Energy Storage Project, and on August 6, 2026, the OCC issued a final order granting preapproval of the Frontier Energy Storage Project. The final order was subsequently appealed at the Oklahoma Supreme Court by a third party.

Pending Regulatory Matters

Various proceedings pending before state or federal regulatory agencies are described below. Unless stated otherwise, the Registrants cannot predict when the regulatory agency will act or what action the regulatory agency will take. The Registrants' financial results are dependent in part on timely and constructive decisions by the regulatory agencies that set OG&E's rates.

SPP Proceedings

Demand Response Accreditation and Peak Demand Assessment

The SPP has proposed performance-based demand response accreditation and a peak demand assessment that would compare each LRE's forecasted peak demand with its actual peak demand. An LRE that under-forecasts its peak demand could be required to make a deficiency payment. Demand response resources would qualify through market or reliability registration and dispatch, while programs included in an LRE's forecast as load modifiers could reduce its planning reserve margin requirements. In February 2026, the SPP Regional State Committee and the SPP Board of Directors approved implementation of a load modifier cap in 2027 and full implementation of the demand response accreditation and peak demand assessment policies in 2028. These policies are subject to FERC review and approval prior to implementation. In August 2026, the FERC issued a Deficiency Letter requiring the SPP to address questions and concerns regarding the lack of detail in the proposed tariff change and potential inequities in its administration. On October 9, 2026, several LREs, including OG&E, filed comments requesting that the proposal be rejected or, at minimum, delayed. If approved by the FERC, the demand response changes would require OG&E to alter its current load reduction program and may require OG&E to procure additional capacity resources, and the peak demand assessment could create deficiency payment risk, as discussed above, if OG&E’s peak demand is under-forecasted.

Seminole to Longwood Transmission Line

At the end of 2025, the SPP Board of Directors adopted their 2025 Integrated Transmission Plan. This plan included a new 765 kV transmission line running from Konawa, Oklahoma to Shreveport, Louisiana. OG&E will construct and own a significant portion of the line. The project is pending OG&E's receipt and acceptance of a notice to construct, which is expected in the coming months.

APSC Proceedings

2025 Arkansas Preapproval Case

In July 2025, OG&E filed an application requesting several approvals from the APSC relating to three capacity projects arising from the 2024 request for proposals for generating capacity: (i) the Black Kettle Battery Storage CPA; (ii) the Kiamichi natural gas CPA; and (iii) construction of two additional combustion turbines at the Horseshoe Lake generating facility (Units 13 and 14). OG&E sought authority to begin construction of the Horseshoe Lake units, a prudency determination of those new Horseshoe Lake units, authorization to enter into the Black Kettle Battery Storage CPA and other findings needed under Arkansas law, including eligibility to recover costs of the new Horseshoe Lake units through a rider under the newly enacted Act 373. In November 2025, OG&E and the

APSC staff filed a settlement agreement approving OG&E’s application with some additional reporting requirements and allowing an additional return on the Black Kettle Battery Storage CPA at the 20-year U.S. treasury rate. In December 2025, the Attorney General filed testimony in opposition to the settlement. In January 2026, the APSC issued an order denying the settlement agreement and denying preapproval of Horseshoe Lake Units 13 and 14 but approving the Black Kettle Battery Storage CPA. The APSC also found that OG&E did not need to seek approval of the Kiamichi natural gas CPA since the term is shorter than five years. In the order, the APSC stated OG&E could still seek a prudence determination and cost recovery of Horseshoe Lake Units 13 and 14 after they are placed into service. In February 2026, OG&E filed additional evidence pursuant to Arkansas law and requested that the APSC consider the additional evidence in finding that Horseshoe Lake Units 13 and 14 are reasonable, necessary and in the public interest. In March 2026, the APSC issued an order which again declined to grant prudence of Horseshoe Lake Units 13 and 14 but clarified that OG&E is authorized to begin construction and the APSC's previous order should not be construed to indicate prudence or imprudence. The APSC re-stated that OG&E may request approval for Horseshoe Lake Units 13 and 14 in a future rate case. Parties have filed comments in response to questions posed by the APSC's March 2026 order, and OG&E is awaiting further action from the APSC.

Arkansas Long-term CPAs

In July 2026, OG&E filed its application and direct testimony to seek approval for two long-term CPAs as presented in the Oklahoma Google special contract case, which is further discussed below. On October 15, 2026, the APSC Staff filed direct testimony recommending denial of the CPAs, stating that OG&E did not provide sufficient evidence that the pricing is reasonable and prudent. OG&E is preparing rebuttal testimony and awaiting a procedural schedule from the APSC.

FERC Proceedings

Integration of Large and Co-Located Loads

In June 2026, the FERC issued an order instituting a Section 206 show cause proceeding directed at the SPP and named the SPP transmission owners, including OG&E, preliminarily finding that the SPP’s tariff appears to be unjust, unreasonable, or unduly discriminatory or preferential regarding the integration of large and co-located loads onto the SPP transmission system. The SPP and the SPP transmission owners were directed to either: (i) show cause why the tariff remains just and reasonable; or (ii) explain what tariff changes would remedy the concerns identified by the FERC. The FERC’s concerns involved transmission service for large loads, cost transparency, cost recovery agreements, co-location arrangements and eligible load, flexible large loads, and resource adequacy/generation sufficiency. In August 2026, certain SPP transmission owners, including OG&E, filed a motion requesting the FERC hold the show cause proceeding in abeyance to November 20, 2026, pending completion of the SPP’s stakeholder proceedings and the submittal of a Section 205 filing to address the FERC’s preliminary findings. In August 2026, the FERC granted the motion of holding the proceeding in abeyance, with responses to the June 2026 order due on November 20, 2026, and answers to responses due on December 21, 2026. The FERC's final determination could result in changes to certain OG&E tariff provisions.

OCC Proceedings

Oklahoma CWIP Filing

In December 2025, OG&E filed an application for CWIP treatment for Horseshoe Lake combustion turbines Units 13 and 14, as allowed by Oklahoma Senate Bill 998. A motion to dismiss the case was filed by the Oklahoma Industrial Energy Consumers, as well as the Public Utility Division Staff. OG&E filed a response as well as motions to move the case and all outstanding motions to be heard en banc. These motions were heard before the OCC in January 2026. In March 2026, the OCC issued an order dismissing the case, and on the same day, OG&E filed an appeal at the Oklahoma Supreme Court. The case is now fully briefed and is awaiting a decision from the Oklahoma Supreme Court.

Oklahoma 2025 Fuel Prudence

In April 2026, the Public Utility Division Staff filed their application initiating the prudence review of the 2025 fuel adjustment clause. OG&E filed its direct testimony and minimum filing requirements in June 2026. Responsive testimony from the OCC Staff was filed in August 2026, and a hearing occurred on October 8, 2026. At the conclusion of the hearing, the ALJ recommended the OCC find OG&E's fuel procurement policies and practices prudent and costs calculated accurately for the calendar year 2025.

Oklahoma Google Special Contract

In May 2026, OG&E filed an application requesting approval of a special contract with Google and preapproval of two CPAs. The special contract includes provisions such as long-term contract commitments, minimum billing demand and energy charges, funding of upfront costs, and recognizing OCC authority to review and address any potential adverse rate impact in future rate proceedings through cost-of-service adjustments. Further, as part of the special contract, OG&E secured power generation capacity agreements from two solar facilities that Google currently has under construction. On September 9, 2026, a non-contested settlement agreement was reached between OG&E, the Oklahoma Attorney General, the Public Utility Division and Google. At the hearing on the merits, the ALJ recommended approval of the special contract and the two CPAs.

Oklahoma Large Load Tariff

Separately from the Google special contract, in June 2026, OG&E filed an application requesting approval of its new proposed XLPL tariff and terms and conditions of service for extra large load customers and for approval of a regulatory asset to recover costs associated with portfolio optimization software. If approved, this tariff would establish a framework to serve large load customers (75 MWs or higher) and include provisions such as long-term contract commitments, minimum billing demand and energy charges, funding of upfront costs, a customer protection charge that addresses any potential adverse rate impact to other customer classes, and a customer affordability charge that would be credited to residential customers through a regulatory liability. In September 2026, OG&E filed a motion to amend the procedural schedule and order briefing, and in October 2026, the OCC approved OG&E's motion. A hearing is scheduled for January 12, 2027.

2026 Oklahoma General Rate Review

On September 30, 2026, OG&E filed a general rate review in Oklahoma seeking a rate increase of $395.0 million and a 10.5 percent return on equity based on a common equity percentage of 53.42 percent. The rate review includes a request for recovery of approximately $2.4 billion of total plant investment since the last general rate review.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following combined discussion is separately filed by OGE Energy and OG&E. However, OG&E does not make any representations as to information related solely to OGE Energy or the subsidiaries of OGE Energy other than itself.

Introduction and Overview

OGE Energy is a holding company whose primary investment provides electricity in Oklahoma and western Arkansas. OGE Energy's electric company operations are conducted through its wholly-owned subsidiary, OG&E, which generates, transmits, distributes and sells electric energy in Oklahoma and western Arkansas and are reported through OGE Energy's electric company business segment. OG&E's rates are subject to regulation by the OCC, the APSC and the FERC. OG&E was incorporated in 1902 under the laws of the Oklahoma Territory and is the largest electric company in Oklahoma, with a franchised service territory that includes Fort Smith, Arkansas and the surrounding communities. OG&E sold its retail natural gas business in 1928 and is no longer engaged in the natural gas distribution business.

The accounts of OGE Energy and its wholly-owned subsidiaries, including OG&E, are included in OGE Energy's condensed consolidated financial statements. All intercompany transactions and balances are eliminated in such consolidation.

OGE Energy's purpose is to energize life, providing life-sustaining and life-enhancing products and services that enrich its communities, encouraging growth and a higher quality of life. OGE Energy's purpose comes with a balanced approach to multifaceted stewardship: keeping its employees (internally referred to as \"members\") safe, reducing its environmental impact, strengthening its diverse communities and ensuring its effective corporate governance. OGE Energy's business model is centered around growth and sustainability for members, communities and customers and the owners of OGE Energy, its shareholders. OGE Energy is focused on creating long-term shareholder value by targeting the consistent growth of consolidated earnings per share of five to seven percent through 2030, and consolidated earnings per share in the top half of the range in 2027 and 2028, supported by expected strong load growth enabled by low customer rates and a strategy of investing in lower risk infrastructure projects that improve the economic vitality of the communities it serves in Oklahoma and Arkansas. In September 2026, OGE Energy updated its target dividend payout ratio to 55 percent to 60 percent and continues to expect earnings per share growth to exceed the dividend growth rate to help achieve this target. OGE Energy's long-term sustainability is predicated on providing exceptional customer engagement, strengthening the energy grid, investing in proven technologies to meet generation capacity needs, environmental stewardship, strong governance practices and caring for and supporting its members and communities. Further discussion of OGE Energy's strategy can be found in its 2025 Form 10-K.

Recent Developments

OG&E's Regulatory Matters

Current activity related to OG&E's regulatory matters is discussed in Note 13 within \"Item 1. Financial Statements.\"

Summary of OGE Energy Operating Results

Three Months Ended September 30, 2026 as compared to the Three Months Ended September 30, 2025

OGE Energy's net income was $316.2 million, or $1.52 per diluted share, during the three months ended September 30, 2026 as compared to $231.3 million, or $1.14 per diluted share, during the same period in 2025. The increase in net income of $84.9 million, or $0.38 per diluted share, is further discussed below.

•

An increase in net income at OG&E of $78.0 million, or $0.34 per diluted share of OGE Energy's common stock, was primarily due to higher operating revenues (excluding the impact of recoverable fuel, purchased power and direct transmission expense not impacting earnings) driven by significantly warmer weather in OG&E's service territory and load growth, decreased other operation and maintenance expense, and higher net other income, partially offset by increased income tax expense.

•

A decrease in net loss of other operations of $6.9 million, or $0.04 per diluted share of OGE Energy's common stock, was primarily due to increased other income from OGE Energy’s other energy-related investments and lower interest expense.

Nine Months Ended September 30, 2026 as compared to the Nine Months Ended September 30, 2025

OGE Energy's net income was $482.7 million, or $2.32 per diluted share, during the nine months ended September 30, 2026 as compared to $401.5 million, or $1.99 per diluted share, during the same period in 2025. The increase in net income of $81.2 million, or $0.33 per diluted share, is further discussed below.

•

An increase in net income at OG&E of $77.3 million, or $0.31 per diluted share of OGE Energy's common stock, was primarily due to higher operating revenues (excluding the impact of recoverable fuel, purchased power and direct transmission expense not impacting earnings) driven by significantly warmer weather in OG&E's service territory during the third quarter and load growth, lower interest expense and higher net other income, partially offset by other operation and maintenance expense and income tax expense.

•

A decrease in net loss of other operations of $3.9 million, or $0.02 per diluted share of OGE Energy's common stock, was primarily due to increased other income from OGE Energy's other energy-related investments and decreased interest expense, partially offset by a one-time benefit related to activity at OGE Energy's legacy midstream operations recognized in 2025.

2026 Outlook

Due to warmer than normal weather, OGE Energy’s consolidated earnings are expected to be in the range of $2.62 to $2.68 per average diluted share. This guidance assumes, among other things, approximately 207.3 million average diluted shares outstanding and 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.

Results of Operations

The following discussion and analysis presents factors that affected the Registrants' results of operations for the three and nine months ended September 30, 2026 as compared to the same periods in 2025 and the Registrants' financial position at September 30, 2026. Due to seasonal fluctuations and other factors, the Registrants' operating results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 or for any future period. The following information should be read in conjunction with the condensed financial statements and notes thereto. Known trends and contingencies of a material nature are discussed to the extent considered relevant.

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		Three Months Ended			Nine Months Ended
OGE Energy		September 30,			September 30,
(In millions, except per share data)		2026			2025			2026			2025
Net income		$	316.2			$	231.3			$	482.7			$	401.5
Basic average common shares outstanding			206.7				201.5				206.5				201.3
Diluted average common shares outstanding			208.2				202.1				207.7				202.0
Basic earnings per average common share		$	1.53			$	1.15			$	2.34			$	1.99
Diluted earnings per average common share		$	1.52			$	1.14			$	2.32			$	1.99
Dividends declared per common share		$	0.42875			$	0.42500			$	1.27875			$	1.26750

Results by Business Segment

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		Three Months Ended			Nine Months Ended
		September 30,			September 30,
(In millions)		2026			2025			2026			2025
Net income (loss):
OG&E (Electric Company)		$	320.9			$	242.9			$	498.9			$	421.6
Other operations			(4.7	)			(11.6	)			(16.2	)			(20.1	)
OGE Energy net income		$	316.2			$	231.3			$	482.7			$	401.5

The following discussion of results of operations for OG&E includes intercompany transactions that are eliminated in OGE Energy's condensed consolidated financial statements.

OG&E (Electric Company)

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		Three Months Ended			Nine Months Ended
		September 30,			September 30,
(Dollars in millions)		2026			2025			2026			2025
Operating revenues		$	1,182.8			$	1,045.0			$	2,647.3			$	2,534.3
Fuel, purchased power and direct transmission expense			441.2				388.5				995.6				973.6
Other operation and maintenance			137.1				143.5				412.5				391.6
Depreciation and amortization			149.2				146.7				423.7				424.7
Taxes other than income			26.8				25.2				82.5				82.6
Operating income			428.5				341.1				733.0				661.8
Allowance for equity funds used during construction			7.4				6.3				22.2				19.3
Other net periodic benefit expense			(2.5	)			(2.7	)			(7.5	)			(7.8	)
Other income			8.4				4.2				17.5				13.6
Other expense			0.8				0.5				2.2				1.9
Interest expense			55.7				54.2				164.1				174.4
Income tax expense			64.4				51.3				100.0				89.0
Net income		$	320.9			$	242.9			$	498.9			$	421.6
Operating revenues by classification:
Residential		$	523.2			$	408.0			$	1,044.7			$	956.3
Commercial			346.3				319.1				773.9				753.8
Industrial			87.5				81.6				204.7				204.0
Oilfield			79.3				73.1				187.0				185.5
Public authorities and street light			99.3				87.7				223.5				213.0
System sales revenues			1,135.6				969.5				2,433.8				2,312.6
Provision for rate refund			—				—				—				3.0
Integrated market			29.3				23.6				104.0				71.2
Transmission			12.7				38.8				83.9				120.7
Other			5.2				13.1				25.6				26.8
Total operating revenues		$	1,182.8			$	1,045.0			$	2,647.3			$	2,534.3
MWh sales by classification (In millions)
Residential			3.9				3.1				8.3				7.7
Commercial			3.6				3.5				9.7				9.3
Industrial			1.1				1.1				3.1				3.1
Oilfield			1.1				1.1				3.3				3.2
Public authorities and street light			1.0				0.9				2.4				2.3
System sales			10.7				9.7				26.8				25.6
Integrated market			0.4				0.2				1.1				0.6
Total sales			11.1				9.9				27.9				26.2
Number of customers			918,559				910,464				918,559				910,464
Weighted-average cost of energy per kilowatt-hour (In cents)
Natural gas			2.954				3.190				3.959				3.704
Coal			2.647				2.765				2.633				2.759
Total fuel			2.759				2.965				3.403				3.243
Total fuel and purchased power			3.836				3.732				3.440				3.549
Degree days (A)
Heating - Actual			—				—				1,510				2,056
Heating - Normal			19				19				2,158				2,158
Cooling - Actual			1,897				1,288				2,761				1,886
Cooling - Normal			1,265				1,265				1,828				1,828

(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.

OG&E's net income increased $78.0 million, or 32.1 percent, and $77.3 million, or 18.3 percent, during the three and nine months ended September 30, 2026, respectively, as compared to the same periods in 2025. The following section discusses the primary drivers for the changes in net income during the three and nine months ended September 30, 2026 as compared to the same periods in 2025.

Operating revenues increased $137.8 million, or 13.2 percent, and $113.0 million, or 4.5 percent, during the three and nine months ended September 30, 2026, respectively, primarily driven by the below factors.

\n	\n	\n	\n	\n	\n	\n	\n	\n
(In millions)		Three Months Ended			Nine Months Ended
Quantity impacts (primarily weather) (A)		$	68.9			$	53.2
Fuel, purchased power and direct transmission expense (B)			52.7				22.0
Price variance (C)			19.2				32.6
New customer growth			6.0				11.9
Non-residential demand and related revenues			1.2				9.0
Industrial and oilfield sales			(0.3	)			0.1
Other			(0.3	)			0.3
Wholesale transmission revenue (D)			(2.1	)			(14.9	)
Guaranteed Flat Bill program (E)			(7.5	)			(1.2	)
Change in operating revenues		$	137.8			$	113.0

(A)

Increased during the three and nine months ended September 30, 2026 primarily due to a 47 percent and 46 percent increase in cooling degree days, respectively.

(B)

These expenses are generally recoverable from customers through regulatory mechanisms and are offset in Fuel, Purchased Power and Direct Transmission Expense in the statements of income. The primary drivers of the changes in fuel, purchased power and direct transmission expense during the periods are further detailed in the table below.

(C)

Increased during the three and nine months ended September 30, 2026 primarily due to price variance related to weather and increased recovery through rider mechanisms.

(D)

Decreased during the nine months ended September 30, 2026 primarily due to an SPP formula rate true-up for transmission revenues.

(E)

The Guaranteed Flat Bill program allows qualifying customers the opportunity to purchase their electricity needs at a set monthly price for an entire year, which can result in variances when actual fuel and purchased power prices differ from what is included in Guaranteed Flat Bill program rates.

Fuel, purchased power and direct transmission expense for OG&E consists of fuel used in electric generation, purchased power and transmission related charges. As described above, the actual cost of fuel used in electric generation and certain purchased power costs are generally recoverable from OG&E's customers through fuel adjustment clauses. The fuel adjustment clauses are subject to periodic review by the OCC and the APSC. OG&E's fuel, purchased power and direct transmission expense increased $52.7 million, or 13.6 percent, and $22.0 million, or 2.3 percent, during the three and nine months ended September 30, 2026, respectively, primarily driven by the below factors.

\n	\n	\n	\n	\n	\n	\n
(In millions)	Three Months Ended		Nine Months Ended
Fuel expense (A)	$	25.7		$	54.3
Purchased power costs:
Purchases from SPP (B)		25.5			(42.6	)
Capacity		5.5			8.1
Wind		1.4			2.4
Other		(0.3	)		1.3
Transmission expense		(5.1	)		(1.5	)
Change in fuel, purchased power and direct transmission expense	$	52.7		$	22.0

(A)

Increased during the three months ended September 30, 2026 primarily due to an increase in MWhs generated related to the generating assets utilized and increased during the nine months ended September 30, 2026 primarily due to higher fuel costs.

(B)

Increased during the three months ended September 30, 2026 primarily due to higher market prices and decreased during the nine months ended September 30, 2026 primarily due to lower market prices.

Other operation and maintenance expense decreased $6.4 million, or 4.5 percent, during the three months ended September 30, 2026, primarily due to a decrease in contract technical and construction services driven by the timing of certain projects, vegetation management timing and a decrease in software expense, partially offset by an increase in payroll and benefits net of capitalized labor. Other operation and maintenance expense increased $20.9 million, or 5.3 percent, during the nine months ended September 30, 2026, primarily due to an increase in payroll and benefits net of capitalized labor, energy efficiency program activities and services which are recoverable through riders, and contract professional services.

Depreciation and amortization expense increased $2.5 million, or 1.7 percent, during the three months ended September 30, 2026, primarily due to additional assets being placed into service, partially offset by deferrals of allowable depreciation and amortization expense of $13.2 million to a regulatory asset in accordance with Oklahoma PISA. Depreciation and amortization expense decreased $1.0 million, or 0.2 percent, during the nine months ended September 30, 2026, primarily due to deferrals of allowable depreciation and amortization expense of $36.4 million to a regulatory asset in accordance with Oklahoma PISA, partially offset by additional assets being placed into service.

Net other income increased $5.2 million, or 71.2 percent, and $6.8 million, or 29.3 percent, during the three and nine months ended September 30, 2026, respectively, primarily due to increased allowance for equity funds used during construction driven by higher construction work in progress balances resulting from increased spending for generation projects, partially offset by lower interest income related to the carrying charge for the fuel under recovery balance in 2025.

Interest expense increased $1.5 million, or 2.8 percent, during the three months ended September 30, 2026, primarily due to interest expense related to the $350.0 million senior notes issuance in April 2026, partially offset by the deferral of certain interest expense to a regulatory asset in accordance with Oklahoma PISA. Interest expense decreased $10.3 million, or 5.9 percent, during the nine months ended September 30, 2026, primarily due to the deferral of certain interest expense to a regulatory asset in accordance with Oklahoma PISA, partially offset by interest expense related to the $350.0 million senior notes issuances in April 2025 and April 2026.

Income tax expense increased $13.1 million, or 25.5 percent, and $11.0 million, or 12.4 percent, during the three and nine months ended September 30, 2026, respectively, primarily due to higher pretax income, partially offset by a benefit in amortization of net refundable deferred taxes and additional state tax credits generated.

Liquidity and Capital Resources

Cash Flows

OGE Energy

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		Nine Months Ended
		September 30,			2026 vs. 2025
(Dollars in millions)		2026			2025			$ Change			% Change
Net cash provided from operating activities (A)		$	894.1			$	752.3			$	141.8				18.8	%
Net cash used in investing activities (B)		$	(827.3	)		$	(806.8	)		$	(20.5	)			2.5	%
Net cash (used in) provided from financing activities (C)		$	(66.8	)		$	54.2			$	(121.0	)		*

* Change is greater than 100%.

(A)

Changed primarily due to increased cash received from customers, including cash related to fuel recoveries and customer connections, and lower purchased power payments, partially offset by higher payments for fuel.

(B)

Changed primarily due to increased investment in generation projects.

(C)

Changed primarily due to a decrease in short-term debt.

Working Capital

Working capital is defined as the difference in current assets and current liabilities. OGE Energy's working capital requirements are driven generally by changes in accounts receivable, accounts payable, commodity prices, credit extended to and the timing of collections from OG&E's customers, the level and timing of spending for maintenance and expansion activity, inventory levels and fuel recoveries. The following discussion addresses changes in OGE Energy's working capital balances at September 30, 2026 compared to December 31, 2025.

Accounts Receivable and Accrued Unbilled Revenues increased $147.2 million, or 34.7 percent, primarily due to an increase in billings to OG&E's retail customers reflecting higher seasonal usage in September 2026 compared to December 2025.

Income Taxes Receivable decreased $37.2 million, or 99.7 percent, primarily due to an increase in federal taxes owed.

Fuel Inventories decreased $29.3 million, or 26.2 percent, primarily due to net withdrawals of coal.

Materials and Supplies, at Average Cost increased $50.4 million, or 23.7 percent, primarily due to increased plant inventory.

Short-term Debt decreased $156.9 million, or 53.7 percent, primarily due to OG&E's $350.0 million senior notes issuance in April 2026, which was used to pay down short-term debt along with general operating needs. The Registrants borrow on a short-term basis, as necessary, through the issuance of commercial paper under their revolving credit agreements.

Accounts Payable decreased $57.0 million, or 16.3 percent, primarily due to the timing of vendor payments, partially offset by an increase in purchased power and integrated market payables.

Accrued Taxes increased $25.9 million, or 48.9 percent, primarily resulting from the timing of payments for ad valorem and federal tax liabilities.

Accrued Interest increased $24.1 million, or 35.0 percent, primarily due to the issuance of OG&E's $350.0 million senior notes in April 2026, as well as the timing of interest payments and accruals.

Long-Term Debt due within One Year increased $180.9 million, primarily due to the reclassification of OG&E's industrial authority bonds scheduled to mature in June 2027 and OG&E's $125.0 million senior notes scheduled to mature in July 2027.

Fuel Clause Over Recoveries increased $31.9 million, primarily due to higher recoveries from OG&E retail customers as compared to the actual cost of fuel and purchased power.

Other Current Liabilities increased $74.7 million, primarily due to increases in SPP projected payables and under recovered riders.

Future Material Cash Requirements

OGE Energy's primary, material cash requirements are related to acquiring or constructing new facilities and replacing or expanding existing facilities at OG&E. Other working capital requirements include items such as maturing debt, operating lease obligations, fuel clause under recoveries and other general corporate purposes. Further, working capital requirements can be seasonal. OGE Energy generally meets its cash needs through a combination of cash generated from operations, short-term borrowings (through a combination of bank borrowings and commercial paper) and permanent financings. OGE Energy believes its cash flows from operations, existing borrowing capacity, and access to debt and equity capital markets, as needed, should be sufficient to satisfy material cash requirements over the short-term and long-term.

Capital Expenditures

OGE Energy's updated estimates of capital expenditures for the years 2026 through 2030 presented in the following table reflect an increase from the amounts included within \"Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\" in the Registrants' 2025 Form 10-K and are discussed further in the footnotes below the table. The capital investments, which represent base maintenance capital expenditures plus capital expenditures for known and committed projects, are customer-focused and targeted to maintain and improve the safety, resiliency and reliability of OG&E's distribution and transmission grid and generation fleet, enhance the ability of OG&E's system to perform during extreme weather events and to serve OG&E's growing customer base.

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
(In millions)	2026		2027		2028		2029		2030		Total
Transmission (A)(B)	$	200		$	360		$	355		$	320		$	250		$	1,485
Oklahoma distribution		585			705			725			775			825			3,615
Arkansas distribution		45			25			25			25			25			145
Generation reliability		245			160			165			165			165			900
Generation capacity projects (C)(D)		180			585			165			65			—			995
Technology, fleet & facilities		130			135			145			145			145			700
Total	$	1,385		$	1,970		$	1,580		$	1,495		$	1,410		$	7,840

(A)

Transmission includes the Fort Smith to Muskogee transmission project, which is discussed in Note 14 within \"Item 8. Financial Statements and Supplementary Data\" in the Registrants' 2025 Form 10-K, and $160 million of additional 2025 Integrated Transmission Plan transmission projects accepted by OG&E during 2026.

(B)

Capital expenditures associated with the SPP's 2025 Integrated Transmission Plan, including the Seminole to Longwood transmission line that is discussed in Note 13 within \"Item 1. Financial Statements,\" will be included in OG&E's capital plan upon final notice to construct acceptances.

(C)

Generation capacity projects include the Tinker Air Force Base, Horseshoe Lake Units 11 and 12, and Horseshoe Lake Units 13 and 14 generation projects.

(D)

Generation capacity projects include $395 million in 2027 related to the Frontier Energy Storage Project as a result of the OCC final order approving the project in August 2026, which is further discussed in Note 13 within \"Item 1. Financial Statements.\" Additional generation capacity projects will be included in OG&E's capital plan when final preapproval orders are received.

Additional capital expenditures beyond those identified in the table above, including additional incremental growth opportunities, will be evaluated based upon the requirements of OG&E's power supply, transmission and distribution operational teams and the expected resultant customer benefits. The annual level of investments in the transmission and distribution system could vary depending on the amount and timing of incremental generation capacity investments.

Financing Activities and Future Sources of Financing

Management expects that cash generated from operations, proceeds from the issuance of long- and short-term debt, proceeds from the settlement of the FSAs, sales of common stock to the public, including through OGE Energy's Automatic Dividend Reinvestment and Stock Purchase Plan, or other offerings will be adequate over the short-term and the long-term to meet anticipated cash needs and to fund future growth opportunities. OGE Energy utilizes short-term borrowings (through a combination of bank borrowings and commercial paper) to satisfy temporary working capital needs and as an interim source of financing capital expenditures until permanent financing is arranged.

Short-Term Debt and Credit Facilities

OGE Energy borrows on a short-term basis, as necessary, by issuance of commercial paper and borrowings under its revolving credit agreements.

On June 12, 2026, OGE Energy and OG&E entered into new, unsecured five-year revolving credit facilities totaling $1.3 billion ($650.0 million for OGE Energy and $650.0 million for OG&E), which can also be used as letter of credit facilities. OGE Energy also has a $120.0 million floating rate unsecured three-year credit agreement, of which $60.0 million is considered a revolving loan. The following table presents information about OGE Energy's revolving credit agreements at September 30, 2026.

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\n	\n	\n	\n	\n
(Dollars in millions)		September 30, 2026
Balance of outstanding supporting letters of credit		$	0.4
Weighted-average interest rate of outstanding supporting letters of credit			1.20	%
Net available liquidity under revolving credit agreements, commercial paper borrowings and letters of credit		$	1,224.5
Balance of cash and cash equivalents		$	0.2

The following table presents information about OGE Energy's total short-term debt activity for the three and nine months ended September 30, 2026.

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\n	\n	\n	\n	\n	\n	\n	\n	\n
(Dollars in millions)		Three Months Ended September 30, 2026			Nine Months Ended September 30, 2026
Average balance of short-term debt		$	118.7			$	254.6
Weighted-average interest rate of average balance of short-term debt			4.04	%			4.01	%
Maximum month-end balance of short-term debt		$	167.8			$	516.5

Issuance of Long-Term Debt

Security Ratings

Access to reasonably priced capital is dependent in part on credit and security ratings. Generally, lower ratings lead to higher financing costs. Pricing grids associated with OGE Energy's credit facilities could cause annual fees and borrowing rates to increase if an adverse rating impact occurs. The impact of any future downgrade could include an increase in the costs of OGE Energy's short-term borrowings, but a reduction in OGE Energy's credit ratings would not result in any defaults or accelerations. Any future downgrade could also lead to higher long-term borrowing costs and, if below investment grade, would require OGE Energy to post collateral or letters of credit.

A security rating is not a recommendation to buy, sell or hold securities. Such rating may be subject to revision or withdrawal at any time by the credit rating agency, and each rating should be evaluated independently of any other rating.

On April 20, 2026, Moody's Investors Service revised their ratings outlook on both OGE Energy and OG&E to stable from negative. Moody's Investors Service indicated the stabilization of outlooks reflects an expectation that OGE Energy and OG&E will maintain adequate financial metrics over the next few years that are consistent with current rating levels.

Common Stock

In November 2025, OGE Energy entered into FSAs in connection with a completed public offering of 9,226,744 shares of its common stock. The 4,613,372 shares that are subject to the FSAs provide for settlement on a settlement date or dates to be specified at OGE Energy’s discretion on or prior to May 27, 2027. The forward sale price was initially $41.71 per share and is subject to adjustment based on a floating interest rate factor equal to the overnight bank funding rate less a spread and less expected dividends on OGE Energy's common stock during the period the instruments are outstanding. See Note 7 within \"Item 1. Financial Statements\" for further discussion.

OGE Energy expects to establish an at-the-market equity program of up to $750 million under which it may sell shares of its common stock from time to time, including through forward sales agreements.

Critical Accounting Policies and Estimates

The condensed financial statements and notes thereto contain information that is pertinent to Management's Discussion and Analysis of Financial Condition and Results of Operations. In preparing the condensed financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and contingent liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Changes to these assumptions and estimates could have a material effect on the condensed financial statements. The Registrants believe they have taken reasonable positions where assumptions and estimates are used in order to minimize the negative financial impact to the Registrants that could result if actual results vary from the assumptions and estimates.

In management's opinion, the areas where the most significant judgment is exercised include the determination of pension and postretirement plan assumptions, income taxes, contingency reserves, and regulatory assets and liabilities. The selection, application and disclosure of the critical accounting estimates have been discussed with the Audit Committee of OGE Energy's Board of Directors and are discussed in detail within \"Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\" in the Registrants' 2025 Form 10-K.

Commitments and Contingencies

Environmental Laws and Regulations

The activities of OG&E are subject to numerous stringent and complex federal, state and local laws and regulations governing environmental protection. These laws and regulations can change, restrict or otherwise impact the Registrants' business activities in many ways, including the handling or disposal of waste material, planning for future construction activities to avoid or mitigate harm to threatened or endangered species and requiring the installation and operation of emissions or pollution control equipment. Failure to comply with these laws and regulations could result in the assessment of administrative, civil and criminal penalties, the imposition of remedial requirements and the issuance of orders enjoining future operations. Management believes that OG&E's operations are in substantial compliance with current federal, state and local environmental standards. Future developments, such as changes in existing laws, introduction of new laws or regulations, or the emergence of new facts or conditions, may result in significant changes to anticipated costs for the Registrants.

Air

OG&E's operations are subject to the Federal Clean Air Act of 1970, as amended, and comparable state laws and regulations. These laws regulate air pollutant emissions from industrial sources, including electric generating units, and require monitoring and reporting. These laws and regulations may require OG&E to secure pre-approval for constructing or modifying projects or facilities that are anticipated to generate air emissions or increase current emission levels. Additionally, OG&E may need to obtain and comply with air permits outlining specific emission and operational requirements or implement emission control equipment. OG&E likely will be required to incur certain capital expenditures in the future for air pollution control equipment and technology in connection with obtaining and maintaining operating permits and approvals for air emissions.

Cross State Air Pollution Rule

In 2015, the EPA updated the ambient air standards for ozone. Although Oklahoma meets these standards, the Clean Air Act requires states to submit implementation plans to the EPA to ensure their emissions do not affect other states. Oklahoma submitted its SIP in 2018. However, in January 2023, the EPA disapproved the SIPs of 19 states, including Oklahoma. In response, the Oklahoma Attorney General, the ODEQ and OG&E filed petitions for review in March 2023. A stay on the EPA's disapproval was granted in July 2023. The timing of further action is currently unknown.

In a related matter, in April 2022, the EPA published a proposed FIP related to the \"Good Neighbor\" requirements intended to reduce interstate NOx emissions. OG&E commented on this proposed FIP in June 2022. By June 2023, the EPA finalized this plan for 23 states, including Oklahoma. This final Good Neighbor FIP would revise Oklahoma's NOx emissions budget for electric generating units, including OG&E's, starting in 2023. The emissions budget would decrease over time based on achievable reductions. OG&E estimated a 34.5 percent reduction by 2026 from 2023 levels and a 50 percent reduction by 2027 from 2021 levels. Following the FIP issuance, OG&E has been considering options to cut emissions at its generating units, including buying emission allowances, installing selective catalytic reduction systems, switching coal units to gas, or retiring and replacing capacity. OG&E submitted its final 2024 IRP to the OCC and APSC in March 2024, which evaluates various compliance options related to the EPA's Good Neighbor FIP. Due to the uncertainty surrounding the SIP disapproval and FIP implementation, OG&E cannot determine the exact cost of compliance. The costs depend on the litigation outcome, chosen control strategies, regulatory approvals, and project timelines. However, OG&E estimated in mid-2023 that compliance costs could range from $2.4 billion to $2.8 billion, including $100 million to $300 million over the first 12 to 18 months following the FIP's effectiveness. OG&E plans to seek recovery of necessary environmental expenditures but cannot guarantee approval or timely recovery of all such expenditures. In October 2023, several petitioners sought a stay of the final FIP from the U.S. Supreme Court, pending review of the challenges in the U.S. Court of Appeals for the District of Columbia. The U.S. Supreme Court granted the stay in June 2024. The EPA requested a delay in the case in February 2025, which was denied. In March 2025, the EPA sought to reconsider the rule without vacating it. The D.C. Circuit Court agreed to hold the case in abeyance in April 2025, requiring status reports every 90 days. The timing of further action is unknown.

The EPA has indicated that it intends to reconsider both the SIP disapprovals and the final FIP in a two-phase reconsideration rulemaking. In January 2026, the EPA proposed its \"Phase 1\" reconsideration of SIP disapprovals for several states. The EPA did not include the disapproved Oklahoma SIP in \"Phase 1\" but indicated that it intends to address the remaining states, including Oklahoma, in a separate action. The timing of further action is unknown.

Particulate Matter NAAQS

In February 2024, the EPA issued a final rule resulting from its reconsideration of the primary (health-based) and secondary (welfare-based) NAAQS for PM, which were set in 2013 and which the EPA declined to revise in 2020. The final rule lowers the primary annual PM2.5 NAAQS from 12.0 µg/m3 to 9.0 µg/m3 and retains the other PM standards at their current levels, including the 24-hour PM2.5 NAAQS. The Clean Air Act requires the EPA to determine which areas of the country meet the standards, such as making initial attainment and nonattainment designations, no later than two years after new standards are issued. States must develop and submit attainment plans no later than 18 months after the EPA finalizes nonattainment designations.

In June 2024, a coalition of 24 states, including Oklahoma, filed challenges to the final rule in the D.C. Circuit, and a separate coalition of states and other stakeholders filed to intervene in these challenges on behalf of the EPA. A coalition of 22 state governors separately requested the EPA to pause implementation of the final rule. In June 2026, the D.C. Circuit issued an opinion denying the challenges and upholding the primary annual PM2.5 NAAQS of 9.0 µg/m3 as revised in 2024. In July 2026, the U.S. District Court for the Northern District of California set a deadline requiring the EPA to promulgate final designations for all areas of the country no later than February 6, 2027.

The revised NAAQS could impact regional air quality goals and emission limits for emission sources, and it could affect pre-construction permitting for the siting of new emission sources; however, it is unknown at this time what, if any, potential material impacts to OG&E individual operating permit emission limits or the siting of new sources will result from the EPA actions.

Regional Haze

In July 2020, the ODEQ notified OG&E that the Horseshoe Lake generating units that were in-service at the time would be included in Oklahoma's second Regional Haze implementation period evaluation of visibility impairment impacts to the Wichita Mountains. OG&E submitted an analysis of all potential control measures for NOx on these units to the ODEQ. The ODEQ submitted a revised SIP to the EPA in August 2022. In February 2026, the EPA proposed to approve the Oklahoma SIP revision, and a 2024 consent decree requires the EPA to take final action no later than December 31, 2026. It is unknown at this time what the outcome, or any potential material impacts, if any, will be from the evaluations by OG&E, the ODEQ and the EPA.

Mercury and Air Toxics Standards

In April 2024, the EPA released the final revised Mercury and Air Toxics Standards regulation with a compliance date in July 2027. A coalition of states, including Oklahoma, challenged this rule in the D.C. Circuit Court and sought a stay, which was denied. This coalition of states then filed an emergency stay application with the U.S. Supreme Court, which was also denied. In April 2025, the EPA extended the compliance deadline to July 8, 2029. In June 2025, the EPA proposed to repeal the revised Mercury and Air Toxics Standards; the repeal was finalized in February 2026, removing the emission limit and monitoring requirements revised in 2024. In March 2026, the repeal was challenged in the D.C. Circuit Court. The potential material impacts, if any, of further actions by the EPA or final action by the D.C. Circuit Court are currently unknown.

Greenhouse Gas

OG&E monitors developments in federal greenhouse gas (“GHG”) emissions regulations applicable to fossil fuel-fired electric generating units. Changes in legal standards or the adoption of new regulations, could require significant capital investment and compliance expenditures. If such costs are not recoverable through regulated rates, OG&E’s financial position, results of operations, and cash flows could be materially affected.

In May 2024, the EPA issued final rules establishing (i) emission guidelines under Section 111(d) of the Clean Air Act for existing fossil fuel-fired steam generating units and (ii) revised standards of performance under Section 111(b) for new natural gas-fired combustion turbines. Significant litigation related to these 2024 GHG rules is ongoing. In February 2025, the D.C. Circuit placed the litigation in abeyance at the EPA’s request while the agency reconsiders the 2024 GHG rules.

In June 2025, the EPA proposed to repeal the 2024 GHG rules in their entirety and, alternatively, to repeal only specific aspects of the 2024 GHG rules. OG&E submitted comments on the 2025 proposed rules individually and through trade associations. On September 14, 2026, the EPA finalized a partial repeal of the 2024 regulation consistent with the 2025 alternate proposal, including elimination of all prior requirements for existing units and elimination of the requirement for new baseload combined cycle turbine units to capture CO2 emissions by January 1, 2032. The final rule made no changes to the sub-categorization and utilization restrictions for certain other types of new combustion turbines. The final regulation will be effective November 16, 2026 by which time challenges must be filed in the D.C. Circuit Court.

In a separate action published concurrently with the final partial repeal, the EPA issued a supplemental proposal related to fully repealing all greenhouse regulation for the power sector. The supplemental proposal solicits comments on additional reasons to rescind all GHG emission requirements for fossil fuel-fired electric generating units beyond those reasons on which the EPA solicited comments in the June 2025 notice of proposed rulemaking. Comments on the proposal are due November 2, 2026.

Separately, in February 2026, the EPA released a final rule that rescinds the agency’s 2009 Endangerment Finding, which determined that GHG emissions endanger public health and welfare. While rescinding the Endangerment Finding would not directly alter the 2024 GHG rules, it may result in increased regulatory uncertainty for the power sector as future generation needs are considered.

OG&E cannot predict the outcome of the EPA’s reconsideration process, rule changes, or pending and future litigation. OG&E continues to monitor these regulatory developments and evaluate potential impacts on its operations.

Endangered Species

Certain federal laws, including the Bald and Golden Eagle Protection Act, the Migratory Bird Treaty Act and the Endangered Species Act, provide special protection to certain designated species. These laws and any state equivalents provide for significant civil and criminal penalties for unpermitted activities that result in harm to or death of certain protected animals and plants. If such species are in an area in which OG&E conducts operations, or if additional species in those areas become subject to protection, OG&E's operations and development projects, particularly transmission, wind or solar projects, could be restricted or delayed, or OG&E could be required to implement expensive mitigation measures.

In July 2026, the U.S. Fish and Wildlife Service published a final rule that removed the regulatory definition of \"harm\" from the Endangered Species Act, citing that harm is one of the prohibited actions within the definition of \"take\" which is an intentional act that will result in the killing of a protected animal. The U.S. Fish and Wildlife Service Director published a guidance document explaining that modification or destruction of habitat is not necessarily considered \"take\" unless the act was intentional in order to kill individual animals.

Waste

OG&E's operations generate wastes that are subject to the Federal Resource Conservation and Recovery Act of 1976 as well as comparable state laws which impose detailed requirements for the handling, storage, treatment and disposal of waste.

Ash from OG&E's River Valley, Muskogee and Sooner facilities is recovered and reused off-site in various ways, including soil stabilization, landfill cover, road base construction and cement and concrete production. Reusing fly ash reduces the need to manufacture cement resulting in reductions in greenhouse gas emissions from cement and concrete production.

OG&E has sought and will continue to seek pollution prevention opportunities and to evaluate the effectiveness of its waste reduction, reuse and recycling efforts. OG&E obtains refunds from the recycling of scrap metal, salvaged transformers and used transformer oil. Additional savings are expected to be gained through the reduction and/or avoidance of disposal costs and the reduction in material purchases due to the reuse of existing materials.

Water

OG&E's operations are subject to the Federal Clean Water Act and comparable state laws and regulations. These laws and regulations impose detailed requirements and strict controls regarding the discharge of pollutants into state and federal waters.

In 2015, the EPA issued a final rule addressing the effluent limitation guidelines for power plants under the Federal Clean Water Act. The final rule establishes technology- and performance-based standards that may apply to discharges of six waste streams including bottom ash transport water. In April 2024, the EPA released a supplemental effluent limitations guidelines rule. OG&E's installation of dry bottom ash handling technology at an affected facility complies with the 2024 rule requiring facilities to cease discharging bottom ash transport water. OG&E is evaluating compliance options at another affected facility, and in December 2025, the EPA published a final rule revising the deadline to cease bottom ash transport water discharge to December 31, 2034.

OG&E has made investments in its infrastructure at Redbud and McClain that have led to OG&E's use of treated municipal effluent for cooling water at each plant, which offsets the need for fresh water as cooling water, making fresh water available for other beneficial uses like drinking water, irrigation and recreation.

Site Remediation

The Comprehensive Environmental Response, Compensation and Liability Act of 1980 and comparable state laws impose liability, without regard to the legality of the original conduct, on certain classes of persons responsible for the release of hazardous substances into the environment. Because OG&E utilizes various products and generates wastes that are considered hazardous substances for purposes of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, OG&E could be subject to liability for the costs of cleaning up and restoring sites where those substances have been released to the environment. No associated liability is expected to significantly impact OG&E at this time.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no significant changes in the market risks affecting the Registrants from those discussed in the Registrants' 2025 Form 10-K.

Item 4. Controls and Procedures.

The Registrants maintain a set of disclosure controls and procedures designed to ensure that information required to be disclosed by the Registrants in reports that they file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms. In addition, the disclosure controls and procedures ensure that information required to be disclosed is accumulated and communicated to management, including the chief executive officer and chief financial officer, allowing timely decisions regarding required disclosure. As of the end of the period covered by this report, based on an evaluation carried out under the supervision and with the participation of the Registrants' management, including the chief executive officer and chief financial officer, of the effectiveness of the Registrants' disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934), the chief executive officer and chief financial officer have concluded that the Registrants' disclosure controls and procedures are effective.

No change in the Registrants' internal control over financial reporting has occurred during the most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrants' internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934).

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

Reference is made to Item 3 of Part I of the Registrants' 2025 Form 10-K for a description of certain legal proceedings presently pending. Except as described in Notes 12 and 13 within \"Part I - Item 1. Financial Statements,\" there are no new significant cases to report against the Registrants, and there have been no material changes in the previously reported proceedings.

Item 1A. Risk Factors.

There have been no significant changes in the Registrants' risk factors from those discussed in the Registrants' 2025 Form 10-K, which are incorporated herein by reference.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 5. Other Information.

During the three months ended September 30, 2026, no director or officer of the Registrants adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits.

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\n	\n	\n	\n
Exhibit No.	Description	OGE Energy	OG&E
31.01+	Certifications Pursuant to Rule 13a-14(a)/15d-14(a) As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	X
31.02+	Certifications Pursuant to Rule 13a-14(a)/15d-14(a) As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		X
32.01+	Certification Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	X
32.02+	Certification Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.		X
99.01+	First Amendment to the Amended and Restated Credit Agreement dated as of September 9, 2026 by and among OGE Energy Corp., the Lenders and BOKF, NA, dba Bank of Oklahoma, as Sole Administrative Agent, Sole Syndication Agent, Lead Arranger and Sole Bookrunner.	X
101.INS	Inline XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.	X	X
101.SCH	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.	X	X
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101).	X	X
+ Represents exhibits included herewith.

SIGNATURE

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

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\n	\n
	OGE ENERGY CORP.
	OKLAHOMA GAS AND ELECTRIC COMPANY
	(Registrant)

By:	/s/ Sarah R. Stafford
	Sarah R. Stafford
	Controller and Chief Accounting Officer
	(On behalf of the Registrants and in her capacity as Chief Accounting Officer)

October 27, 2026

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