OGE Energy issued 206,966 and 272,729 new shares of common stock under its Automatic Dividend Reinvestment and Stock Purchase Plan during the three and six months ended June 30, 2026 and received proceeds of $9.8 million and $12.6 million, respectively. OGE Energy may, from time to time, issue additional shares under its Automatic Dividend Reinvestment and Stock Purchase Plan to fund capital requirements or working capital needs. As of June 30, 2026, there were 4,791,321 shares of unissued common stock reserved for issuance under OGE Energy's Automatic Dividend Reinvestment and Stock Purchase Plan.

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. The FSAs will be physically settled with common shares issued by OGE Energy, unless OGE Energy elects to settle the agreements in net cash or net shares, subject to certain conditions. On a settlement date or dates, if OGE Energy elects to physically settle the FSAs, OGE Energy will issue shares of common stock to the various counterparties at the then-applicable forward sale price and receive issuance proceeds at that time.

At June 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 $191.8 million. The FSAs could have also been settled at June 30, 2026 with delivery of $24.0 million of cash or approximately 514,000 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 six months ended June 30, 2026, approximately 608,000 and 514,000 incremental shares, respectively, were included in the calculation of diluted earnings per share related to the securities under the FSAs.

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.


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In millions, except per share data)	2026		2025		2026		2025
Net income	$	116.3	$	107.5	$	166.5	$	170.2
Average common shares outstanding:
Basic average common shares outstanding		206.5		201.3		206.4		201.3
Effect of dilutive securities:
Contingently issuable shares (performance and restricted stock units)		0.7		0.8		0.6		0.7
Forward equity sale agreements		0.6		—		0.5		—
Diluted average common shares outstanding		207.8		202.1		207.5		202.0
Basic earnings per average common share	$	0.56	$	0.53	$	0.81	$	0.85
Diluted earnings per average common share	$	0.56	$	0.53	$	0.80	$	0.84
Anti-dilutive shares excluded from earnings per share calculation		—		—		—		—