DTE Energy (NYSE: DTB) sets 2026 and 2028 executive incentive metrics

Rhea-AI Filing Summary

DTE Energy Company updated its executive incentive programs. For 2026, the Annual Incentive Plan for DTE Energy, DTE Electric and DTE Vantage executives is based on weighted measures such as operating earnings per share, cash from operations, customer satisfaction, employee engagement, safety and operating excellence or business optimization.

Annual target awards range from 75% to 125% of base salary, with actual payouts from 0% to 200% of target, depending on performance. The Long-Term Incentive Plan, using restricted stock and performance stock units, sets 2026 grants that can pay out in 2029 at 0% to 200% of target, with targets ranging from 190% to 525% of base salary, driven mainly by relative total shareholder return and multi‑year operating earnings metrics.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM 8-K

_____________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 04, 2026

Commission File Number: 1-11607

DTE Energy Company

Michigan						38-3217752
(State or other jurisdiction of incorporation or organization)						(I.R.S Employer Identification No.)

Registrants address of principal executive offices: One Energy Plaza, Detroit, Michigan 48226-1221

Registrants telephone number, including area code: (313) 235-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Exchange on which Registered

Common stock, without par value

DTE

New York Stock Exchange

2017 Series E 5.25% Junior Subordinated Debentures due 2077

DTW

New York Stock Exchange

2020 Series G 4.375% Junior Subordinated Debentures due 2080

DTB

New York Stock Exchange

2021 Series E 4.375% Junior Subordinated Debentures due 2081

DTG

New York Stock Exchange

2025 Series H 6.25% Junior Subordinated Debentures due 2085

DTK

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under Exchange Act (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Annual Incentive Plan

On February 4, 2026, the Organization and Compensation Committee (the O&C Committee) of the Board of Directors of the Company approved 2026 performance measures, weightings and metrics under the Company's Annual Incentive Plan (AIP).

The following table summarizes the annual measures for 2026 under the AIP for executive officers of the Company in determining their total annual incentive award:

Measures			Weight
DTE Energy Operating Earnings Per Share			20%
DTE Energy Cash From Operations			20%
Customer Satisfaction Score			15%
DTE Energy Employee Engagement-Gallup			5%
DTE Energy Safety Performance			10%
Utility Operating Excellence Index			30%

The following table summarizes the annual measures for 2026 under the AIP for executive officers of DTE Electric in determining their total annual incentive award:

Measures			Weight
DTE Energy Operating Earnings Per Share			10%
DTE Electric Operating Earnings			15%
DTE Electric Cash From Operations			15%
Customer Satisfaction Score			15%
DTE Electric Employee Engagement-Gallup			5%
DTE Electric/Energy Safety Performance			10%
Utility Operating Excellence Index			30%

The following table summarizes the annual measures for 2026 under the AIP for executive officers of DTE Vantage in determining their total annual incentive award:

Measures			Weight
DTE Energy Operating Earnings Per Share			10%
DTE Vantage Operating Earnings			30%
DTE Vantage Cash From Operations			5%
DTE Vantage Employee Engagement-Gallup			5%
DTE Vantage/Energy Safety Performance			10%
DTE Vantage Business Optimization & Development Index			40%

Based on market comparisons, each officer position is assigned a target award expressed as a percentage of base salary. For 2026, target awards for DTE Energy, DTE Electric and DTE Vantage’s named executive officers (executive officers who will appear in the summary compensation table of DTE Energy’s 2026 Proxy Statement) range from 75% to 125%, including Ms. Harris, the Company's President and Chief Executive Officer. Award amounts paid to each AIP participant are determined as follows: (1) the executive's most recent year-end base salary is multiplied by an AIP target award percentage to arrive at the target award; (2) the overall performance payout percentage, which can range from 0% to 200%, is determined based on final results compared to threshold, target and maximum levels for each measure; and (3) the target award is then multiplied by the performance payout percentage to arrive at the final award amount.

Long-Term Incentive Plan

On February 4, 2026, the O&C Committee approved 2028 performance measures, weightings and metrics for executive officers, including the named executive officers, under the DTE Energy Company 2025 Long Term Incentive Plan (LTIP). The LTIP, which was approved by our shareholders, rewards long-term growth and profitability by providing a vehicle through which officers, other key employees and outside directors may receive stock-based compensation. Stock-based compensation directly links individual performance with shareholder interests. Based on market comparisons, each officer position is assigned a target award expressed as a percentage of base salary. The target award may be modified by the O&C Committee and is then delivered in the form of restricted stock and performance stock units. For long term incentive awards granted in 2026, which pay out in 2029, targets for these officers range from 190% to 525%, including the President and Chief Executive Officer.

Performance stock units: Performance stock units entitle the executive to receive a specified number of shares, or a cash payment equal to the fair market value of the shares, or a combination thereof, depending on the level of achievement of performance measures. The performance measurement period for the 2028 award is January 1, 2026 through December 31, 2028. Payments earned under the 2028 award can range from 0% to 200% of target, based upon achievement of performance measures. The two measures and weightings for executive officers of DTE Energy and DTE Electric are: (1) total shareholder return vs. total shareholder return of peer group companies (80%) and (2) DTE Energy 3-year cumulative operating EPS (20%). The four measures and weightings for executive officers of DTE Vantage are: (1) total shareholder return vs. total shareholder return of peer group companies (40%); (2) DTE Energy 3-year cumulative operating EPS (10%); (3) DTE Vantage long-range earnings growth (35%); and (4) DTE Vantage long-term business optimization (15%).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

February 9, 2026

DTE Energy Company

(Registrant)

/s/Diane M. Antishin

Diane M. Antishin

Senior Vice President - Human Resources and Chief Diversity and Inclusion Officer

FAQ

What executive incentive changes did DTE Energy (DTB) approve for 2026?

DTE Energy approved 2026 performance measures and weightings for its Annual Incentive Plan, tying executive bonuses to operating earnings, cash from operations, customer satisfaction, employee engagement, safety, and operating excellence or business optimization. Target awards are set as a percentage of base salary, with payouts linked to actual results.

How are DTE Energy executives’ annual bonuses calculated under the 2026 AIP?

Annual bonuses start with year-end base salary multiplied by an assigned target percentage, creating a target award. A performance payout percentage from 0% to 200% is then determined from results against each measure. The final award equals target award multiplied by this performance payout percentage for each participant.

What are the target award ranges for DTE Energy’s 2026 Annual Incentive Plan?

For 2026, target annual incentive awards for named executive officers at DTE Energy, DTE Electric and DTE Vantage range from 75% to 125% of base salary. This range includes the President and Chief Executive Officer, whose target is also expressed as a percentage of base salary within this band.

How does DTE Energy’s 2025 Long Term Incentive Plan work for 2026 grants?

Under the 2025 Long Term Incentive Plan, executives receive 2026 grants in restricted stock and performance stock units. These awards measure performance from January 1, 2026 through December 31, 2028 and can pay out in 2029 between 0% and 200% of target, depending on achieving defined long-term metrics.

What performance measures drive DTE Energy and DTE Electric long-term incentives?

For executive officers of DTE Energy and DTE Electric, long-term performance stock units are based 80% on total shareholder return versus a peer group and 20% on three-year cumulative operating earnings per share. These two measures determine the portion of the award ultimately earned over the 2026–2028 performance period.

What additional metrics apply to DTE Vantage long-term incentive awards?

DTE Vantage executives’ performance stock units use four measures: 40% total shareholder return versus a peer group, 10% DTE Energy three-year cumulative operating EPS, 35% DTE Vantage long-range earnings growth, and 15% DTE Vantage long-term business optimization. These weightings shape payout levels for the 2028 award.

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