WALWORTH CHARLES B 4

What Happened
Charles B. Walworth, Chief Financial Officer of OGE Energy Corp. (OGE), had performance- and long-term incentive awards settle on Feb 16, 2026, resulting in two award acquisitions totaling 13,018 shares (4,560 and 8,458) at $0.00 per share. On the same date, 2,011 shares were disposed at $46.64 per share to satisfy a tax withholding obligation, generating proceeds of $93,793. The awards include performance units that vested after achievement of 3-year performance goals (footnote F1) and long-term incentives granted in 2026 that are not yet earned (footnote F2).

Key Details

• Transaction date: February 16, 2026; Form 4 filed February 18, 2026 (timely reporting).
• Acquisitions: 4,560 shares (award) and 8,458 shares (long-term incentive) at $0.00 = 13,018 shares total.
• Disposal (tax withholding): 2,011 shares sold at $46.64 = $93,793. (Reported as code F: payment of tax liability.)
• Shares owned after transaction: Not disclosed in this filing.
• Relevant footnotes: F1 = settlement of performance units after achievement of performance goals through 12/31/2025; F2 = long-term incentives granted in 2026 not yet earned; F3/F5 relate to Retirement Savings Plan and dividend reinvestment disclosures included in the filing.
• No indication of a 10% owner or a 10b5-1 plan; disposal appears to be routine tax withholding rather than an open-market investment decision.

Context
This filing reflects the settlement of compensation awards (an acquisition) and a routine share sale to cover tax withholding obligations. Such withholding sales are common when restricted shares or performance awards vest and do not necessarily signal the insider's view on the company’s prospects.