OGE Energy Corp美股招股说明书(2025-11-21版)

8,023,256 Shares Common Stock We are offering 4,011,628 shares of our common stock, par value $0.01 per share (the “commonstock”), in this offering. In addition, we have entered into separate forward sale agreements with each ofMorgan Stanley & Co. LLC and JPMorgan Chase Bank, National Association, New York Branch, whom werefer to in such capacity as the “forward purchasers”, in respect of 4,011,628 shares of our common stock.In connection with the forward sale agreements between us and the forward purchasers, the forwardpurchasers or their respective affiliates, whom we refer to in such capacity as the “forward sellers”, are, atour request, borrowing from third parties and selling to the underwriters an aggregate of 4,011,628 shares ofour common stock that will be delivered in this offering. If in the good faith and commercially reasonable We expect to receive proceeds from the sale of 4,011,628 shares of common stock offered and sold byus in this offering, but we will not initially receive any proceeds from the sale of 4,011,628 shares of ourcommon stock sold by the forward sellers to the underwriters, except in certain circumstances described inthis prospectus supplement, including the last sentence of the previous paragraph. We expect to settle theforward sale agreements and receive proceeds, subject to certain adjustments, from the sale of those sharesof common stock assuming one or more future physical settlements of the forward sale agreements no laterthan approximately 18 months after the date of this prospectus supplement. Although we expect to settle theforward sale agreements entirely by the full physical delivery of shares of our common stock in exchange Our common stock is listed on the New York Stock Exchange under the ticker symbol “OGE.” OnNovember 20, 2025, the closing price of our common stock on the New York Stock Exchange was $44.13 Investing in our common stock involves risks that are described in the “Risk Factors” section beginning onpageS-6of this prospectus supplement. You should read this prospectus supplement, the accompanyingprospectus and documents incorporated by reference into this prospectus supplement and the accompanying $167,325,004 (or approximately $192,423,746 if the underwriters’ option to purchase additional sharesof our common stock is exercised in full, and we elect to sell a pro rata portion of the full number ofadditional shares that are subject to that option directly to the underwriters) and (2) approximately$167,325,004 (or approximately $192,423,746 if the underwriters’ option to purchase additional sharesof our common stock is exercised in full, and we elect for the forward sellers to sell a pro rata portionof the full number of the shares that are subject to that option to the underwriters) upon full physicalsettlement of the forward sale agreements, which we expect to occur no later than the date that is The underwriters have advised us and the forward sellers that they initially propose to offer the sharesof our common stock to the public at the public offering price that appears on the cover page of thisprospectus supplement and may offer the shares to selected dealers at the public offering price minus a We have granted the underwriters an option to purchase up to an additional 1,203,488 shares of ourcommon stock, exercisable within 30days from the date of this prospectus supplement. If such option isexercised, we may, in our sole discretion, enter into additional forward sale agreements with each of theforward purchasers in respect of all or a portion of the number of shares of our common stock that aresubject to the exercise of such option. If such option is exercised, and we request that the forward sellersborrow all or a portion of such additional shares from third parties and sell such shares to the underwriters,we will enter into additional forward sale agreements with the forward purchasers in connection therewith.If such option is exercised and we elect not to enter into additional forward sale agreements for the fullnumber of shares subject to such option, we have agreed to issue and sell directly to the underwriters thenumber of shares of our common stock that are subject to the exercise of such option and are not covered byan additional forward sale agreement. Unless the context requires otherwise, the term “forward sale Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission hasapproved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus The underwriters expect that the shares of our common stock will be delivered against payment on orabout November 24, 2025. Morgan Stanley You should rely only on the information contained in or incorporated by reference into this prospectussupplement, the accompanying prospectus and any free writing prospectus we may provide to you. We have not, and any underwriters, forward sellers, forward purchasers, agents or dealer