OGE Energy Corp. (NYSE: OGE) announced today that it has priced an underwritten public offering of 8,023,256 shares of its common stock at a public offering price of $43.00 per share. Of the 8,023,256 shares of common stock being offered, OGE Energy Corp. agreed to issue and sell directly 4,011,628 shares to the underwriters in the offering, and the forward sellers (as defined below) agreed to borrow from third parties and sell to such underwriters 4,011,628 shares of common stock in connection with the forward sale agreements described below. In conjunction with the offering, OGE Energy Corp. has granted to the underwriters an option to purchase up to 1,203,488 additional shares of its common stock. If such option is exercised, OGE Energy Corp. may, in its sole discretion, enter into additional forward sale agreements with the forward purchasers (or their respective affiliates) with respect to such additional shares or issue and sell such shares directly to the underwriters.

Morgan Stanley and J.P. Morgan are acting as joint lead bookrunners of the offering and representatives for the underwriters. Mizuho, MUFG, RBC Capital Markets and Wells Fargo Securities are also acting as bookrunners for the offering. The underwriters may offer the shares of common stock in transactions on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. Closing of the offering is expected to occur on or about November 24, 2025, subject to customary closing conditions.

In connection with the offering, OGE Energy Corp. entered into separate forward sale agreements with each of Morgan Stanley & Co. LLC and JPMorgan Chase Bank, National Association, New York Branch, referred to in such capacity as the forward purchasers, pursuant to which OGE Energy Corp. agreed to sell to the forward purchasers or their respective affiliates the same number of shares of common stock as are borrowed from third parties and sold by Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC or their respective affiliates (in such capacities, the “forward sellers”) to the underwriters in connection with the forward sale agreements at an initial forward sale price per share equal to $41.71, subject to certain adjustments, upon physical settlement of the forward sale agreements. Settlement of the forward sale agreements is expected to occur no later than 18 months following the completion of the offering. OGE Energy Corp. may, subject to certain conditions, elect cash settlement or net share settlement for all or a portion of its rights or obligations under the forward sale agreements.

OGE Energy Corp. intends to add the net proceeds it receives from the sale of the shares of common stock that it is offering and selling directly to its general funds and to use those proceeds to fund capital expenditures – including the Horseshoe Lake generating units 13 and 14 and Ft. Smith to Muskogee Transmission line – and for other general corporate purposes, including to repay or refinance debt. OGE Energy Corp. will not initially receive any proceeds from the sale of the common stock sold by the forward sellers to the underwriters. OGE Energy Corp. intends to use any net proceeds that it receives upon settlement of the forward sale agreements as described above.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make an offer, solicitation or sale in such jurisdiction. The public offering is being made pursuant to an effective shelf registration statement that has been filed with the Securities and Exchange Commission, or SEC. A final prospectus supplement related to the offering will be filed with the SEC and will be available on the SEC’s website at http://www.sec.gov. In addition, copies of the prospectus and prospectus supplement relating to the shares of common stock offered in the offering may be obtained by contacting: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; or J.P. Morgan Securities LLC c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com.

OG&E­­­­, a subsidiary of OGE Energy Corp., provides our customers in Oklahoma and western Arkansas with the safe, reliable electricity needed to power their businesses and homes with some of the nation's lowest electric rates. We are committed to generating and delivering electricity, protecting the environment, and providing excellent service to approximately 900,000 customers. Our employees live, work, and volunteer in the communities we serve. Follow us on Facebook, LinkedIn and Instagram.