Trauschke Sean 4

What Happened

• Sean Trauschke, Chairman of the Board, President and CEO of OGE Energy Corp. (OGE), received awards totaling 114,054 shares (70,897 + 43,157) on Feb 16, 2026, and disposed of 31,266 shares at $46.64 each (total value $1,458,246) to satisfy tax obligations related to the awards.
• The two award items were recorded at $0.00 per share (they are grants/settlements), while the disposal was recorded as a payment of tax liability (Form 4 code F).

Key Details

• Transaction date: 2026-02-16; filing date: 2026-02-18 (appears timely).
• Disposal: 31,266 shares at $46.64 — proceeds/withholding = $1,458,246.
• Awards granted: 70,897 shares (performance-unit settlement) and 43,157 shares (long-term incentives), total 114,054 shares, recorded at $0.00.
• Shares owned after transaction: Not disclosed in this filing.
• Relevant footnotes:
  • F1: 70,897 shares reflect settlement of performance units after achievement of goals for the 3-year period ending 12/31/2025.
  • F2: 43,157 shares are long-term incentives granted in 2026 but not yet earned.
  • Code F indicates shares were disposed to pay exercise price or tax liability (tax withholding).
• No 10b5-1 plan or late filing is indicated in the provided filing.

Context

• This pattern (award + share disposal for taxes) is common when executives receive equity awards: a portion of shares may be sold or withheld to cover tax obligations rather than being an independent market sale signaling a view on the stock.
• For retail investors, grants indicate ongoing compensation tied to performance targets; the sale here is a tax-related disposition, not necessarily an expression of confidence or lack thereof.