Form 4: MGE Energy CEO Acquires Phantom Stock Units

MGE Energy's Chairman, President & CEO, Jeffrey M. Keebler, acquired 1,900.6589 phantom stock units at $78.92 per unit.

Summary

• Jeffrey M. Keebler, Chairman, President & CEO, and Director of MGE Energy Inc. (MGEE), reported an acquisition of phantom stock units.
• The transaction occurred on December 4, 2025.
• Keebler acquired 1,900.6589 phantom stock units.
• Each phantom stock unit has an equivalent value to one share of MGEE common stock and entitles the holder to the cash value thereof.
• The units were acquired at a price of $78.92 per unit.
• These units are accrued under MGE's 2023 Deferred Compensation Supplemental Executive Retirement Plan (2023 DCSERP).
• Following this transaction, Keebler beneficially owns an aggregate of 4,782.1704 phantom stock units under the 2023 DCSERP.
• This total includes adjustments for accrued dividends pursuant to dividend reinvestment, which are exempt from Section 16 under Rule 16a-11.

Sentiment

Score: 7

Explanation: The acquisition of phantom stock units by a key executive, particularly as part of a deferred compensation plan, is generally a positive signal as it aligns management's long-term interests with the company's performance. It's a routine compensation event rather than a direct market purchase, so the positive sentiment is moderate.

Positives

• An insider, the Chairman, President & CEO, is increasing beneficial ownership in the company through phantom stock units, which aligns his interests with shareholders.
• The acquisition is part of a deferred compensation plan, indicating a structured long-term incentive for management.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding the company's future performance, focusing solely on an insider transaction.

Industry Context

This transaction is a routine insider compensation event within the utility sector, where deferred compensation plans involving equity-linked instruments are common for executive retention and alignment with long-term company performance. It does not directly reflect broader industry trends or competitive shifts.

Comparison to Industry Standards

• This Form 4 reports an executive compensation event, specifically the accrual of phantom stock units under a deferred compensation plan.
• Such plans are standard practice across the utility industry and other sectors for executive retention and aligning management incentives with shareholder interests.
• No specific comparable companies or projects are detailed in this filing, as it focuses on an individual's transaction rather than company-wide performance metrics.

Related Party Transactions

• Acquisition of 1,900.6589 phantom stock units by Chairman, President & CEO Jeffrey M. Keebler under MGE's 2023 Deferred Compensation Supplemental Executive Retirement Plan (2023 DCSERP).

Stakeholder Impact

• Shareholders: Increased alignment of executive interests with long-term shareholder value through equity-linked compensation.
• Management: The transaction represents a component of the CEO's compensation and long-term incentive structure.

Next Steps

• Phantom stock units are to be settled in accordance with the terms of MGE's 2023 Deferred Compensation Supplemental Executive Retirement Plan.

Key Dates

Recommendation

This Form 4 filing details a routine executive compensation event where the CEO acquired phantom stock units as part of a deferred compensation plan. While it indicates alignment of management's long-term interests with the company, it does not provide new information on the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. Therefore, a 'hold' recommendation is appropriate, maintaining existing positions based on broader company fundamentals rather than this specific insider transaction.

Keywords

MGE Energy Inc, MGEE, Jeffrey M. Keebler, Phantom Stock Units, Insider Transaction, Form 4, Executive Compensation, Deferred Compensation, Utility Sector