Stafford Sarah R. 4

What Happened

• Sarah R. Stafford, Controller and Chief Accounting Officer of OGE Energy Corp. (OGE), received equity awards totaling 7,057 shares (4,559 + 2,498) on 2026-02-16. Two thousand twenty-two (2,022) shares were surrendered/withheld to cover a tax liability at $46.64 per share, generating proceeds of $94,306. The awarded shares are reported at $0.00 acquisition price because they were grants/settlements rather than open-market purchases.

Key Details

• Transaction date(s): February 16, 2026 (Period of Report: 2026-02-16; Form filed 2026-02-18).
• Awards: 4,559 shares (A) and 2,498 shares (A) — reported as acquisitions at $0.00.
• Withholding/tax payment: 2,022 shares (F) disposed at $46.64/share = $94,306.
• Footnotes of note:
  • F1: 4,559-share settlement appears to be performance units settled after achievement of goals for the three‑year period ending 12/31/2025.
  • F2: 2,498 shares reflect long‑term incentives granted in 2026 that are not yet earned.
  • F3–F5: references to Retirement Savings Plan credits and dividend reinvestment that affect share counts reported in the filing.
• Shares owned after transaction: Not specified in the information provided.
• Timeliness: Form 4 filed Feb 18 for Feb 16 transactions — appears timely (no late filing indicated).

Context

• These entries reflect equity awards settling and routine tax-withholding, not open‑market buying or selling. The tax withholding (code F) is a common administrative disposition when shares are issued from awards and taxes are satisfied by surrendering shares. The larger award (per F1) was a settlement of earned performance units; the smaller award (per F2) represents a grant of long‑term incentives that may vest in the future.