Duke Energy Corporation 8-K Filings

Duke Energy Progress, LLC reached a Comprehensive Revenue Requirement Settlement with the Public Staff – North Carolina Utilities Commission and other intervenors in its 2025 North Carolina rate case. The settlement is based on a 9.8% return on equity and a capital structure with a 53% equity component.

The historic North Carolina retail rate base is approximately $17.8 billion, and the multi-year rate plan will include about $3.4 billion of capital over a two-year period, with an annual refund mechanism tied to approved versus actual projects and capital placed in service. The settlement extends amortization of deferred coal ash costs from five to eight years and increases the flow-back of production tax credits to customers from $40 million annually in the original request to $120 million annually for 2027 and 2028.

The agreement includes a revised combined revenue requirement increase of $338 million over two years, equating to an average annual rate increase of 3.4%. One-time pre-tax accounting charges of about $30 million are expected in 2026 and are anticipated to be treated as special items excluded from adjusted earnings. The settlement remains subject to review and approval by the North Carolina Utilities Commission.

Duke Energy Carolinas, LLC filed a Comprehensive Revenue Requirement Settlement with North Carolina stakeholders in its 2025 rate case and Performance Based Regulation application. The agreement provides for a 9.8% return on equity with a 53% equity capital structure and a retail rate base of about $25.7 billion for the historic base case. It also includes roughly $3.8 billion of capital in a multi-year rate plan with an annual refund mechanism and lowers the combined revised revenue requirement increase to $496 million, with net annualized customer rate increases ranging up to 7.4% across the plan.

The settlement framework includes evaluating a delay of Duke Energy Carolinas’ next base rate case filing until no earlier than November 1, 2028, contingent on the North Carolina Utilities Commission granting deferral of costs for certain new generating assets. Intervening parties agreed to pursue good faith settlement discussions in the Duke Energy Progress rate case to seek a substantially similar framework. The stipulations are expected to result in one-time pre-tax accounting charges of about $40 million in 2026, treated as special items and excluded from adjusted earnings.

Duke Energy Carolinas, LLC reached a partial settlement with the Public Staff of the North Carolina Utilities Commission in its 2025 rate case and Performance Based Regulation application. The agreement covers certain operating and maintenance costs, project-specific capital spending, rider mechanisms, and accounting adjustments.

The stipulation will trigger a one-time pre-tax accounting charge of approximately $10 million in the second quarter of 2026. A reconciliation table in the attached overview shows the company’s requested revenue requirement increase, reflecting agreed adjustments, leading to a combined total request of $556 million and a net annualized customer rate increase of 8.3% across the historic base case and Multi-Year Rate Plan years.

Key items remain unsettled and will be litigated at hearing, including return on equity, capital structure, certain capital investments such as the overall Multi-Year Rate Plan capital program, depreciation and decommissioning, storm-related cost recovery, and performance incentive mechanisms.

Duke Energy Corporation reported the final voting results from its Annual Meeting of Shareholders held on May 7, 2026. All nominated directors were elected, generally receiving between about 89% and over 99% of votes cast in favor, indicating broad shareholder support for the existing board.

Shareholders also approved three key management proposals. Deloitte & Touche LLP was ratified as independent auditor for 2026 with 639,757,086 votes for and 28,434,117 against. The advisory vote on named executive officer compensation passed with 496,884,668 votes for and 26,030,663 against. A management proposal to amend the certificate of incorporation to eliminate supermajority voting requirements received 516,664,589 votes for, representing 66.39% of shares outstanding, and therefore failed to meet the required 80% approval threshold.

Duke Energy Corporation reported strong first-quarter 2026 results, with reported EPS of $1.97 and adjusted EPS of $1.93, up from $1.76 a year ago. Revenue rose to $9.18 billion from $8.25 billion as both electric and gas utility operations grew.

Electric Utilities and Infrastructure delivered adjusted segment income of $1,404 million, while Gas Utilities and Infrastructure produced $361 million. Duke Energy closed $5.3 billion of strategic transactions, lifting gains on asset sales, and reaffirmed 2026 adjusted EPS guidance of $6.55 to $6.80 and a 5%–7% long-term growth rate through 2030.

Duke Energy and its subsidiary Piedmont Natural Gas completed the sale of Piedmont’s Tennessee natural gas local distribution business to Spire for $2.48 billion in cash, subject to customary purchase price adjustments. The sale closed on March 31, 2026 under a previously disclosed Asset Purchase Agreement.

Piedmont’s unaudited pro forma 2025 statement of operations shows total operating revenues of $1.911 billion and net income of $887 million after giving effect to the transaction, reflecting an estimated gain of about $693 million. Pro forma adjustments include eliminating the Tennessee business, repaying $800 million of company debt and recognizing related tax effects.

Duke Energy’s press release explains that approximately $800 million of proceeds will reduce Piedmont debt, while about $1.5 billion of net proceeds will help fund a $103 billion, five‑year regulated capital investment plan to meet growing energy demand and manage customer costs.

Duke Energy Corporation and several utility subsidiaries entered into Amendment No. 3 and Consent to their existing Amended and Restated Credit Agreement originally dated March 18, 2022. The change extends the termination date of the shared credit facility from March 16, 2030 to March 16, 2031.

The facility involves Duke Energy Corporation, Duke Energy Carolinas, Duke Energy Florida, Duke Energy Indiana, Duke Energy Kentucky, Duke Energy Ohio, Duke Energy Progress and Piedmont Natural Gas Company as borrowers, with Wells Fargo Bank, National Association serving as administrative agent and swingline lender.

Duke Energy Corporation created a new direct financial obligation by issuing $1,500,000,000 of 3.000% Convertible Senior Notes due 2029 in a private Rule 144A offering to qualified institutional buyers. The notes bear 3.000% fixed interest, paid semiannually, and mature on March 15, 2029 unless earlier converted or repurchased.

The notes are senior, unsecured obligations and are convertible into cash, or cash plus shares of common stock, at Duke Energy’s election. The initial conversion rate is 6.2277 shares per $1,000 principal amount (a conversion price of about $160.57 per share), a 22.50% premium to the common stock price on March 9, 2026. Initially, up to 11,443,350 shares may be issuable upon conversion, including make-whole adjustments.

Duke Energy Corporation is raising capital through an upsized private placement of $1.3 billion of 3.000% convertible senior notes due 2029, increased from a previously announced $1 billion size. Initial purchasers also have an option to buy up to an additional $200 million of these notes.

Duke Energy expects net proceeds of about $1.29 billion, or $1.48 billion if the option is fully exercised, and plans to use them primarily to repay at maturity $1.725 billion of 4.125% convertible notes due April 15, 2026, with any remainder for general corporate purposes.

The new notes carry a 3.000% fixed coupon and mature on March 15, 2029. They are convertible at an initial rate of 6.2277 shares per $1,000 of principal, implying a conversion price of about $160.57 per share, a 22.50% premium to the last reported share price on March 9, 2026.

Duke Energy Corporation plans a private placement of $1 billion aggregate principal amount of convertible senior notes due 2029. The company may also sell up to an additional $150 million of these notes to the initial purchasers.

Duke Energy intends to use the net proceeds to repay at maturity $1.725 billion of its outstanding 4.125% Convertible Senior Notes due April 15, 2026 and for general corporate purposes. The new notes are unsecured, unsubordinated obligations, pay interest semiannually, and are convertible into cash, common stock, or a combination at Duke Energy’s election.

Duke Energy Corporation entered into a new Equity Distribution Agreement establishing an at-the-market equity program to offer and sell up to $6,000,000,000 of its common stock over time. Sales can be made through multiple sales agents in ordinary broker transactions, block trades, or other permitted methods.

The company may also use forward sale agreements with designated forward purchasers. Duke Energy will not initially receive cash when forward sellers borrow and sell shares, but it expects to receive proceeds upon any future physical settlement of these forward contracts, subject to various pricing, cap-and-floor, and settlement provisions.

Duke Energy Corporation reported that an affiliate of Brookfield Super-Core Infrastructure Partners has made an indirect minority investment in Duke Energy Florida through Florida Progress, LLC. At the initial closing on March 3, 2026, Florida Progress issued 9.2% of its membership interests, raising approximately $2.8 billion.

The investment agreement calls for additional investments of $200 million by December 31, 2026, $500 million by June 30, 2027, $1.5 billion by December 31, 2027, and $1 billion by June 30, 2028, for total funding of about $6.0 billion. Investor ownership in Florida Progress is expected to rise to about 19.7% as these tranches are funded.

An amended and restated operating agreement for Florida Progress sets the board at eleven managers, with two nominated by the Investor and nine by Progress Energy, and grants the Investor approval rights over certain major decisions plus a right to require Progress Energy to acquire its interests under specified conditions.

Duke Energy Corporation, Progress Energy and Florida Progress have cleared the final regulatory hurdle for a major minority investment in Florida Progress. The U.S. Nuclear Regulatory Commission determined that the transaction does not involve a transfer of control of any NRC license, satisfying the last condition to the first closing under a previously signed Investment Agreement with Peninsula Power Holdings L.P., an affiliate of Brookfield Super-Core Infrastructure Partners.

Under this agreement, the investor will provide an aggregate $6 billion to Florida Progress in exchange for newly issued membership interests, ultimately owning up to 19.7% of the company. The first closing is scheduled for March 3, 2026, when the investor will pay $2.8 billion for a 9.2% stake. Additional closings will add $200 million by December 31, 2026, $500 million by June 30, 2027, $1.5 billion by December 31, 2027, and $1 billion by June 30, 2028, completing the staged investment.

Duke Energy Corporation reported strong 2025 results and updated its long-term outlook. Full-year reported and adjusted EPS were $6.31, up from reported EPS of $5.71 and adjusted EPS of $5.90 in 2024, with no special-item difference in 2025.

Management cited earnings growth from recovering infrastructure investments and customer growth, partly offset by higher operations and maintenance, interest expense, property taxes and depreciation on a larger asset base. Fourth-quarter 2025 adjusted EPS was $1.50, down from $1.66 a year earlier, reflecting higher costs and a higher effective tax rate.

The company outlined a $103 billion five-year capital plan that it expects will drive about 9.6% earnings base growth through 2030. It introduced 2026 adjusted EPS guidance of $6.55 to $6.80 and extended its targeted long-term adjusted EPS growth rate of 5% to 7% through 2030, aiming to earn in the top half of that range beginning in 2028.

Duke Energy Corporation reported an upcoming leadership transition in its accounting function. Cynthia S. Lee, Senior Vice President, Chief Accounting Officer and Controller, will retire effective December 31, 2026, and will serve in an advisor role starting March 1, 2026 until her retirement. On that same date, Abigail L. Motsinger, currently Vice President, Investor Relations, will become Senior Vice President, Chief Accounting Officer and Controller.

Ms. Motsinger’s new pay package, effective March 1, 2026, includes an annual base salary of $408,361, a short-term incentive opportunity equal to 50% of base salary, and a long-term incentive opportunity equal to 95% of base salary. She will be a Tier I participant in the Duke Energy Corporation Executive Severance Plan and will otherwise remain in the same compensation and benefit plans she had before the promotion.

Duke Energy reported that its subsidiaries Duke Energy Carolinas (DEC) and Duke Energy Progress (DEP) have filed electric rate cases with the North Carolina Utilities Commission seeking sizable retail revenue increases under Performance Based Regulation. For DEC, the requested net increase in retail revenues is approximately $727 million (a 10.9% rise) in year one and $275 million (4.1%) in year two, for a total 15.0% increase. For DEP, the requested net increase is approximately $528 million (10.9%) in year one and $200 million (4.1%) in year two, for a total 15.1% increase, net of a Production Tax Credit Rider that would return monetized tax credits to customers beginning in 2027. The companies are also seeking a two-year multi-year rate plan with residential decoupling, performance incentive mechanisms and an earnings sharing mechanism, with year one rates requested to be effective no later than January 1, 2027 and hearings expected to begin in the third quarter of 2026.

Duke Energy Carolinas reached a partial settlement in its South Carolina base rate case with the Office of Regulatory Staff and other parties, subject to review and approval by the PSCSC. The agreement sets a return on equity of 9.99% with a capital structure of 53% equity/47% debt, yielding an overall rate of return of 7.4%. It reflects a South Carolina retail rate base of $7.9 billion and provides for nuclear and other production tax credits to flow back to customers.

Key elements supported in the case include an annual storm reserve funding increase to $10 million and an annual pension cost rider. An evidentiary hearing to consider the settlement and remaining issues is scheduled to commence on November 13, 2025.

Duke Energy Corporation furnished a current report indicating it will issue and post a news release announcing its financial results for the third quarter ended September 30, 2025. The release is included as Exhibit 99.1 and is furnished under Item 2.02.

The company notes this information is being furnished, not filed, and therefore is not subject to Section 18 liability. The filing also lists NYSE‑traded securities, including common stock (DUK) and various notes, preferred and hybrid securities.

Duke Energy Progress reached a partial settlement with South Carolina’s regulatory staff in its base rate case. The agreement outlines a return on equity of 9.99% using a capital structure of 53% equity and 47% debt, producing an overall rate of return of 7.2%. It also sets a South Carolina retail rate base of $2.2 billion and provides for nuclear and other production tax credit flow backs to customers.

Key provisions include support for an annual reserve funding increase to $6 million and support for a pension cost rider. The settlement remains subject to review and approval by the Public Service Commission of South Carolina, and the evidentiary hearing began on October 29, 2025.