MGE Energy Inc 2024年度报告

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM10-K ☒AnnualReport Pursuant to Secon 13 or 15(d) of the Securies Exchange Act of 1934For thefiscal yearended: ☐Transionreport pursuant to Secon 13 or 15(d) of the Securies Exchange Act of 1934For the transion period from _______________to_______________ Common Stock, $1 Par Value Per Share Indicate by check mark whether the registrants (1) havefiled all reports required to befiled by Secon 13 or 15(d) of theSecuries Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required tofile such reports) and (2) have been subject to suchfiling requirements for the past 90 days. MGE Energy, Inc.Yes☒No☐Madison Gas and Electric CompanyYes☒No☐ Indicate by check mark whether the registrants have submied electronically every Interacve Data File required to be submiedpursuant to Rule 405 of Regulaon S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrants were required to submit suchfiles): MGE Energy, Inc.Yes☒No☐Madison Gas and Electric CompanyYes☒No☐ Indicate by check mark whether the registrant is a large acceleratedfiler, an acceleratedfiler, a non-acceleratedfiler, a smallerreporng company or an emerging growth company. See the definions of "large acceleratedfiler," "acceleratedfiler," "smallerreporng company," and "emerging growth company" in Rule 12b-2 of the Exchange Act: If an emerging growth company, indicate by checkmark if the registrants have elected not to use the extended transion periodfor complying with any new or revisedfinancial reporng standards provided pursuant to Secon 13(a) of the Exchange Act. Indicate by check mark whether the registrant hasfiled a report on and aestaon to its management’s assessment of theeffecveness of its internal control overfinancial reporng under Secon 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) bythe registered public accounngfirm that prepared or issued its audit report. MGE Energy, Inc.☒Madison Gas and Electric Company☐ If securies are registered pursuant to Secon 12(b) of the Act, indicate by check mark whether thefinancial statements of theregistrant included in thefiling reflect the correcon of an error to previously issuedfinancial statements. MGE Energy, Inc.☐Madison Gas and Electric Company☐ Indicate by check mark whether any of those error correcons are restatements that required a recovery analysis of incenve-based compensaon received by any of the registrant’s execuve officers during the relevant recovery period pursuant to§240.10D-1(b). MGE Energy, Inc.☐Madison Gas and Electric Company☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). MGE Energy, Inc.Yes☐No☒Madison Gas and Electric CompanyYes☐No☒ The aggregate market value of the vong and nonvong common equity held by nonaffiliates of each registrant as of June 28,2024 was as follows: $2,699,541,335$0 MGE Energy, Inc.Madison Gas and Electric Company The number of shares outstanding of each registrant's common stock as of February 12, 2025, were as follows:MGE Energy, Inc.36,507,340Madison Gas and Electric Company17,347,894 OMISSION OF CERTAIN INFORMATION Madison Gas and Electric Company meets the condions set forth in General Instrucon I(1)(a) and (b) of Form 10-K and isthereforefiling this form with the reduced disclosure format allowed under that General Instrucon. DOCUMENTS INCORPORATED BY REFERENCE Porons of MGE Energy, Inc.'s definive proxy statement to befiled before April 29, 2025, relang to its annual meeng ofshareholders, are incorporated by reference into Part III of this annual report on Form 10-K. Table of Contents Filing Format.Forward-Looking Statements.Where to Find More Informaon.Definions, Abbreviaons, and Acronyms Used in the Text and Notes of this Report.PART I.Item 1. Business.Item 1A. Risk Factors.17Item 1B. Unresolved StaffComments.23Item 1C. Cybersecurity.24Item 2. Properes.25Item 3. Legal Proceedings.27Item 4. Mine Safety Disclosures.27PART II.28Item 5. Market for Registrants' Common Equity, Related Stockholder Maers, and Issuer Purchases of Equity Securies.28Item 6. [Reserved].28Item 7. Management's Discussion and Analysis of Financial Condion and Results of Operaons.29Item 7A. Quantave and Qualitave Disclosures About Market Risk.45Item 8. Financial Statements and Supplementary Data.47Item 9. Changes in and Disagreements with Accountants on Accounng and Financial Disclosure.100Item 9A. Controls and Procedures.100Item 9B. Other Informaon.100Item 9C. Disclosure Regarding Foreign Jurisdicons that Prevent Inspecons.100PART III.101Item 10. Directors, Execuve Officers, and Corporate Governance.101Item 11. Execuve Compensaon.101Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Maers.101Item 13. Certain Relaonships and Related Transa