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 ☐

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).

 

 

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)