MGE Energy, Inc. Announces Proposed Public Offering of $250 Million of Shares of Common Stock

MGE Energy, Inc. (Nasdaq: MGEE) (MGE Energy) announced today that it has commenced an underwritten public offering of $250,000,000 of shares of its common stock, subject to market and other conditions. Of the $250,000,000 of shares of common stock being offered, MGE Energy expects to issue and sell directly approximately $75,000,000 of shares to the underwriters in the offering, and the forward sellers (as defined below) expect to borrow from third parties and sell to such underwriters approximately $175,000,000 of shares of common stock in connection with the forward sale agreements described below. In conjunction with the offering, MGE Energy intends to grant to the underwriters a 30-day option to purchase up to $37,500,000 of additional shares of its common stock. If such option is exercised, MGE Energy may, in its sole discretion, enter into additional forward sale agreements with the forward purchasers with respect to such additional shares or issue and sell such shares directly to the underwriters.

Morgan Stanley, Guggenheim Securities, BofA Securities and J.P. Morgan are acting as joint book-running managers for the proposed offering.

In connection with the offering, MGE Energy intends to enter into separate forward sale agreements with each of Morgan Stanley, BofA Securities and J.P. Morgan or their respective affiliates, referred to in such capacity as the forward purchasers, pursuant to which MGE Energy will agree to sell to the forward purchasers the same number of shares of common stock as are borrowed from third parties and sold by the forward purchasers or their affiliates (in such capacities, the “forward sellers”) to the underwriters. Under the forward sale agreements, the forward purchasers will agree, upon physical settlement, to purchase shares from MGE Energy at an initial forward sale price per share equal to the price per share at which the underwriters purchase the shares from the forward sellers in the offering, subject to certain adjustments that are made to that price over the term of each forward sale agreement. Settlement of the forward sale agreements is expected to occur no later than approximately 20 months after the date of the prospectus supplement for the offering. MGE Energy 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.

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