DTE Energy (NYSE: DTW) issues $600M 6.25% junior subordinated debentures
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
DTE Energy Company completed the sale of $600,000,000 aggregate principal amount of its 2025 Series H 6.25% Junior Subordinated Debentures due 2085. These Debentures were issued under an existing shelf registration statement on Form S-3 and an amended and restated indenture with The Bank of New York Mellon Trust Company.
The company also executed a supplemental indenture dated September 15, 2025, and obtained legal and tax opinions related to the Debentures, which are filed as exhibits to this report.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
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): September 17, 2025
Commission File Number: 1-11607
| (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:
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Exchange on which Registered | ||||||||||||
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 8.01. Other Events.
On September 17, 2025, DTE Energy Company (“DTE Energy”) completed its sale of $600,000,000 aggregate principal amount of its 2025 Series H 6.25% Junior Subordinated Debentures due 2085 (the "Debentures"). The Debentures were registered under the Securities Act of 1933, as amended, pursuant to the shelf registration statement on Form S-3 (File No. 333-286383) of DTE Energy. The Debentures are being issued pursuant to the Amended and Restated Indenture, dated as of April 9, 2001, by and between DTE Energy and The Bank of New York Mellon Trust Company, N.A., as successor trustee, as supplemented by a Supplemental Indenture dated as of September 15, 2025. This Current Report on Form 8-K is being filed to report as exhibits certain documents in connection with the sale of the Debentures.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
4.1 | Supplemental Indenture, dated as of September 15, 2025, to the Amended and Restated Indenture, dated as of April 9, 2001, by and between DTE Energy Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (2025 Series H). | ||||
5.1 | Opinion and Consent of Kathrine Lorenz, Esq., Senior Vice President and Chief Legal Officer of DTE Energy Company, relating to the Debentures. | ||||
8.1 | Opinion and Consent of Hunton Andrews Kurth LLP regarding tax matters. | ||||
23.1 | Consent of Kathrine Lorenz, Esq., Senior Vice President and Chief Legal Officer of DTE Energy (included in the opinion filed as Exhibit 5.1). | ||||
23.2 | Consent of Hunton Andrews Kurth LLP (included in the opinion filed as Exhibit 8.1). | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
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.
| Date: September 17, 2025 | |||||
DTE ENERGY COMPANY (Registrant) | |||||
| /s/Mark C. Rolling | |||||
Mark C. Rolling Senior Vice President - Finance and Treasurer | |||||
FAQ
What did DTE Energy Company (DTW) disclose in this 8-K filing?
DTE Energy Company disclosed that it completed the sale of $600,000,000 of 2025 Series H 6.25% Junior Subordinated Debentures due 2085, issued under an existing Form S-3 shelf registration and documented through an amended and restated indenture with a supplemental indenture.
How large is DTE Energy’s new 2025 Series H 6.25% Debentures issuance?
The issuance totals $600,000,000 in aggregate principal amount. These Junior Subordinated Debentures carry a 6.25% rate and mature in 2085, providing long-dated financing under DTE Energy’s established debt indenture framework with The Bank of New York Mellon Trust Company.
Under what registration statement were DTE Energy’s new debentures issued?
The 2025 Series H 6.25% Junior Subordinated Debentures due 2085 were issued under DTE Energy’s shelf registration statement on Form S-3, File No. 333-286383. This registration allows the company to issue securities efficiently in the capital markets when conditions are favorable.
What legal documents govern DTE Energy’s 2025 Series H Debentures?
The Debentures are governed by an Amended and Restated Indenture dated April 9, 2001, and a Supplemental Indenture dated September 15, 2025. These documents set the key terms, covenants, and rights for holders of the 2025 Series H 6.25% Junior Subordinated Debentures.
What opinions were filed with DTE Energy’s 8-K about the new debentures?
DTE Energy filed a legal opinion and consent from its Chief Legal Officer on the validity of the Debentures, plus a tax opinion and consent from Hunton Andrews Kurth LLP. These opinions address enforceability and tax treatment related to the new $600,000,000 issuance.