DTE Energy (NYSE: DTW) issues $600M 6.25% junior subordinated debentures

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.

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.

Understanding 8-K Material Events →

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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): September 17, 2025

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

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.

Which securities exchanges list DTE Energy’s related securities?

DTE Energy’s common stock and several junior subordinated debenture series, including the 2017 Series E 5.25%, trade on the New York Stock Exchange. The 8-K highlights these listings as part of the company’s registered securities under Section 12(b) of the Exchange Act.