MGE Energy (MGEE) utility unit retires last mortgage bonds and ends 1946 asset lien

Rhea-AI Filing Summary

MGE Energy’s utility subsidiary, Madison Gas and Electric Company, has fully redeemed its last series of first mortgage bonds and terminated a long-standing mortgage indenture. On January 27, 2026, MGE redeemed all $1.2 million of its outstanding 7.70% First Mortgage Bonds due 2028.

The bonds were the final series issued under an Indenture of Mortgage and Deed of Trust originally dated January 1, 1946. With no first mortgage bonds remaining, MGE satisfied and discharged the indenture, is recording the discharge to remove the lien on its utility plant assets, and will not issue additional first mortgage bonds under this indenture.

8-K Event Classification

2 items: 1.02, 9.01

2 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
	FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
		January 27, 2026 Date of report (date of earliest event reported)
Commission File No.		Name of Registrant, State of Incorporation, Address of Principal Executive Offices, and Telephone No.		IRS Employer Identification No.
000-49965		MGE Energy, Inc. (a Wisconsin Corporation) 133 South Blair Street Madison, Wisconsin 53788 (608) 252-7000 | mgeenergy.com		39-2040501
000-1125		Madison Gas and Electric Company (a Wisconsin Corporation) 133 South Blair Street Madison, Wisconsin 53788 (608) 252-7000 | mge.com		39-0444025

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $1 Par Value Per Share		MGEE		The NASDAQ Stock Market

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

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

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

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

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Item 1.02. Termination of a Material Definitive Agreement.

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

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

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

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

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SIGNATURES

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

	MGE Energy, Inc. Madison Gas and Electric Company
	(Registrants)
Date: January 29, 2026	/s/ Jenny L. Lagerwall
	Jenny L. Lagerwall Assistant Vice President - Accounting and Controller (Chief Accounting Officer)

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FAQ

What did MGE Energy (MGEE) announce in this 8-K filing?

MGE Energy reported that Madison Gas and Electric Company redeemed its last first mortgage bonds and discharged a long-standing mortgage indenture. This ended the 1946 Indenture of Mortgage and Deed of Trust and removed its related lien on the company’s utility plant assets.

How much first mortgage debt did Madison Gas and Electric redeem?

Madison Gas and Electric redeemed all $1.2 million of its 7.70% First Mortgage Bonds due 2028. These bonds were the final series outstanding under the 1946 Indenture of Mortgage and Deed of Trust with U.S. Bank Trust Company, National Association, as successor trustee.

What happens to the 1946 mortgage indenture after this redemption?

The 1946 Indenture of Mortgage and Deed of Trust has been satisfied and effectively discharged. With no first mortgage bonds remaining, MGE delivered a satisfaction and discharge to the trustee and is recording it to remove the lien from its utility plant assets.

Will Madison Gas and Electric issue more first mortgage bonds under this indenture?

No, Madison Gas and Electric will not issue any additional first mortgage bonds under the discharged indenture. The company has redeemed the final bond series and formally terminated the 1946 Indenture of Mortgage and Deed of Trust with the successor trustee.

How does this 8-K affect liens on Madison Gas and Electric’s assets?

The filing states that the lien created by the 1946 mortgage indenture will be removed from MGE’s assets. MGE is in the process of recording the satisfaction and discharge in the appropriate jurisdictions to clear the lien from its utility plant assets.