[S-3ASR] Duke Energy CORP SEC Filing
Duke Energy Corporation is offering Variable Denomination Floating Rate Demand Notes ("PremierNotes") under a Form S-3 registration statement dated September 30, 2025. The registration covers up to $4,000,000,000 aggregate offering price with a maximum net aggregate principal amount outstanding at any time of $2,000,000,000. The Notes are unsecured, bear a floating interest rate set weekly by a Duke Energy committee, mature on demand, accrue and compound interest daily with monthly automatic reinvestment, and are not rated or guaranteed by subsidiaries. The prospectus discloses consolidated indebtedness as of June 30, 2025 of approximately $86.4 billion and subsidiary indebtedness of approximately $57.8 billion, of which about $650 million is guaranteed by Duke Energy.
Duke Energy Corporation offre PremierNotes, note a domanda a tasso variabile e denominazione variabile, nell’ambito di una dichiarazione di registrazione Form S-3 datata 30 settembre 2025. La registrazione copre un prezzo di offerta aggregato fino a 4 miliardi di dollari, con un ammontare nominale netto massimo in circolazione pari a 2 miliardi di dollari. Le note sono non garantite, hanno un tasso di interesse variabile stabilito settimanalmente da un comitato di Duke Energy, scadono su richiesta, accumulano interessi daily e sono reinvestite automaticamente mensilmente; non sono ratingate né garantite dalle controllate. Il prospetto mostra debito consolidato al 30 giugno 2025 di circa 86,4 miliardi di dollari e debito delle controllate di circa 57,8 miliardi, di cui circa 650 milioni sono garantiti da Duke Energy.
La Duke Energy Corporation ofrece PremierNotes, Notas de Demanda a Tasa Variable y Denominación Flexible, bajo una declaración de registro Form S-3 fechada el 30 de septiembre de 2025. El registro cubre un precio de oferta agregado de hasta 4.000.000.000 de dólares, con un importe nominal neto máximo en circulación de 2.000.000.000 de dólares. Las Notas son no aseguradas, llevan una tasa de interés flotante fijada semanalmente por un comité de Duke Energy, vencen a demanda, devengan y capitalizan intereses diariamente con reinversión automática mensual, y no están calificadas ni garantizadas por filiales. El prospecto indica una deuda consolidada al 30 de junio de 2025 de aproximadamente 86,4 mil millones de dólares y una deuda de filiales de aproximadamente 57,8 mil millones, de los cuales alrededor de 650 millones están garantizados por Duke Energy.
듀크 에너지 코퍼레이션은 2025년 9월 30일자 Form S-3 등록문서에 따라 가변액 표지변동 가능어음(“PremierNotes”)을 발행합니다. 등록은 총 공모가 최대 40억 달러를 커버하며, 언제든지 남아 있을 수 있는 순발행원금의 최대액은 20억 달러입니다. 이 채권은 무담보이며, 듀크 에너지 위원회가 매주 정하는 변동 이자를 적용받고, 수요에 따라 만기되며, 매일 이자를 산정하고 월간 자동 재투자를 통해 복리로 증가하며, 자회사가 등급받거나 보증하지 않습니다. 증권설명서는 2025년 6월 30일 기준으로 연결부채가 약 864억 달러, 자회사 부채가 약 578억 달러이며, 그 중 약 6.5억 달러는 듀크 에너지가 보증합니다.
Duke Energy Corporation propose des Notes à Demande à Taux Variable et à Dénomination Variable (« PremierNotes ») dans le cadre d’une déclaration d’enregistrement Form S-3 datée du 30 septembre 2025. L’enregistrement couvre un prix d’offre agrégé allant jusqu’à 4 000 000 000 $, avec un montant principal net total en circulation maximal de 2 000 000 000 $. Les Notes sont non garanties, portent un taux d’intérêt variable fixé chaque semaine par un comité de Duke Energy, arrivent à échéance à la demande, accumulent et capitalisent les intérêts quotidiennement avec réinvestissement automatique mensuel, et ne sont ni notées ni garanties par les filiales. Le prospectus indique une dette consolidée au 30 juin 2025 d’environ 86,4 milliards de dollars et une dette des filiales d’environ 57,8 milliards, dont environ 650 millions de dollars sont garantis par Duke Energy.
Duke Energy Corporation bietet Variable Denomination Floating Rate Demand Notes („PremierNotes“) im Rahmen einer Form S-3 Registrierungsunterlage vom 30. September 2025 an. Die Registrierung deckt einen Gesamtangebotspreis von bis zu 4.000.000.000 USD ab, mit einem maximalen Netto-Nominalbetrag, der jederzeit ausstehend sein darf, von 2.000.000.000 USD. Die Notes sind unbesichert, tragen einen von einem Duke Energy-Ausschuss festgelegten variablen Zinssatz, der auf Abruf fällig wird, verzinsen sich und verzinseln täglich mit monatlicher automatischer Reinvestition und sind weder von Tochtergesellschaften bewertet noch garantiert. Der Prospekt nennt Verbindlichkeiten des Konzerns zum 30. Juni 2025 von ca. 86,4 Milliarden USD und Verbindlichkeiten der Tochtergesellschaften von ca. 57,8 Milliarden USD, wovon etwa 650 Millionen USD von Duke Energy garantiert werden.
تقدِّم شركة Duke Energy Corporation سندات مطالبة بفائدة عائمة وبDenomination متغيرة تُسمّى PremierNotes في إطار بيان تسجيل Form S-3 المؤرخ 30 سبتمبر 2025. يغطي التسجيل سعر عرض إجمالي يصل إلى 4,000,000,000 دولار أمريكي، وبحد أقصى للمبلغ الاسمي الصافي الإجمالي القائم في أي وقت قدره 2,000,000,000 دولار. هذه السندات غير مضمونة، وتحمل سعر فائدة عائم يُحدده لجنة في Duke Energy أسبوعياً، وتُستحق عند الطلب، وتكسب وتُركّب الفوائد يومياً مع إعادة استثمار تلقائي شهرياً، وليست مُدرجة أو مُضمونة من قِبل الشركات الفرعية. يكشف الكتيّب عن ديون موحدة حتى 30 يونيو 2025 تبلغ نحو 86.4 مليار دولار وديون فرعية نحو 57.8 مليار دولار، منها نحو 650 مليون دولار مضمونة من Duke Energy.
Duke Energy Corporation 正在根据信息披露表格 S-3(日期为 2025 年 9 月 30 日)发行可变面额浮动利率到期日票据(“PremierNotes”)。该注册的发行总价最高为 40 亿美元,且任何时点在外净本金额的最高额为 20 亿美元。此票据为无担保票据,利率按 Duke Energy 委员会每周设定的浮动利率计息,按需到期、每日计息并按月自动再投资,且未获得子公司评级或担保。招股说明书披露截至 2025 年 6 月 30 日的合并负债约为 864 亿美元,子公司负债约为 578 亿美元,其中约 6.5 亿美元由 Duke Energy 担保。
- Registered capacity of $4.0 billion provides Duke Energy substantial flexibility to offer Notes over time
- Demand maturity allows investors to redeem on demand (subject to procedures and timing)
- Daily accrual and monthly compounding/reinvestment supports automatic growth of invested principal
- Multiple convenient investment and redemption channels (checks, ACH, wire, payroll, Social Security, online)
- Notes are unsecured and unrated, relying solely on Duke Energy Corporation's creditworthiness
- Structurally subordinated to subsidiary debt; subsidiaries held ~$57.8 billion of indebtedness as of June 30, 2025
- No secondary market and not FDIC-insured, making investments non-transferable and potentially illiquid in practice
- Interest rate set by internal committee (not market-determined) and may vary by investor, creating governance and transparency concerns
- Significant consolidated indebtedness disclosed (~$86.4 billion total including short-term) increasing creditor competition for cash flows
Insights
TL;DR: Debt-like product offers liquidity and yield variability but increases unsecured funding and depends on Duke Energy's credit and committee-set rates.
The PremierNotes provide Duke Energy a flexible demand funding channel with a registered capacity of $4.0 billion and a live outstanding cap of $2.0 billion. Interest is floating and set weekly by an internal committee, with daily accrual and monthly reinvestment, features attractive to investors seeking convenience and liquidity. However, the Notes are unsecured, unrated, not FDIC-insured and structurally subordinated to subsidiary creditors, meaning repayment depends on Duke Energy's consolidated financial condition and cash flows from subsidiaries. The prospectus discloses substantial consolidated debt balances which are relevant to funding risk assessments.
TL;DR: Governance and conflict-of-interest risks arise from committee-set rates and indemnification provisions favoring company officers.
The Duke Energy PremierNotes Committee, composed of company officers and employees, has broad discretion to set interest rates and modify plan terms. Committee members owe duties to Duke Energy and are indemnified except for bad faith, creating potential conflicts between issuer decisions and noteholder interests. The plan permits unilateral redemptions, investor eligibility decisions and limits on transfers, concentrating control with the issuer and its committee rather than independent trustees or market mechanisms.
Duke Energy Corporation offre PremierNotes, note a domanda a tasso variabile e denominazione variabile, nell’ambito di una dichiarazione di registrazione Form S-3 datata 30 settembre 2025. La registrazione copre un prezzo di offerta aggregato fino a 4 miliardi di dollari, con un ammontare nominale netto massimo in circolazione pari a 2 miliardi di dollari. Le note sono non garantite, hanno un tasso di interesse variabile stabilito settimanalmente da un comitato di Duke Energy, scadono su richiesta, accumulano interessi daily e sono reinvestite automaticamente mensilmente; non sono ratingate né garantite dalle controllate. Il prospetto mostra debito consolidato al 30 giugno 2025 di circa 86,4 miliardi di dollari e debito delle controllate di circa 57,8 miliardi, di cui circa 650 milioni sono garantiti da Duke Energy.
La Duke Energy Corporation ofrece PremierNotes, Notas de Demanda a Tasa Variable y Denominación Flexible, bajo una declaración de registro Form S-3 fechada el 30 de septiembre de 2025. El registro cubre un precio de oferta agregado de hasta 4.000.000.000 de dólares, con un importe nominal neto máximo en circulación de 2.000.000.000 de dólares. Las Notas son no aseguradas, llevan una tasa de interés flotante fijada semanalmente por un comité de Duke Energy, vencen a demanda, devengan y capitalizan intereses diariamente con reinversión automática mensual, y no están calificadas ni garantizadas por filiales. El prospecto indica una deuda consolidada al 30 de junio de 2025 de aproximadamente 86,4 mil millones de dólares y una deuda de filiales de aproximadamente 57,8 mil millones, de los cuales alrededor de 650 millones están garantizados por Duke Energy.
듀크 에너지 코퍼레이션은 2025년 9월 30일자 Form S-3 등록문서에 따라 가변액 표지변동 가능어음(“PremierNotes”)을 발행합니다. 등록은 총 공모가 최대 40억 달러를 커버하며, 언제든지 남아 있을 수 있는 순발행원금의 최대액은 20억 달러입니다. 이 채권은 무담보이며, 듀크 에너지 위원회가 매주 정하는 변동 이자를 적용받고, 수요에 따라 만기되며, 매일 이자를 산정하고 월간 자동 재투자를 통해 복리로 증가하며, 자회사가 등급받거나 보증하지 않습니다. 증권설명서는 2025년 6월 30일 기준으로 연결부채가 약 864억 달러, 자회사 부채가 약 578억 달러이며, 그 중 약 6.5억 달러는 듀크 에너지가 보증합니다.
Duke Energy Corporation propose des Notes à Demande à Taux Variable et à Dénomination Variable (« PremierNotes ») dans le cadre d’une déclaration d’enregistrement Form S-3 datée du 30 septembre 2025. L’enregistrement couvre un prix d’offre agrégé allant jusqu’à 4 000 000 000 $, avec un montant principal net total en circulation maximal de 2 000 000 000 $. Les Notes sont non garanties, portent un taux d’intérêt variable fixé chaque semaine par un comité de Duke Energy, arrivent à échéance à la demande, accumulent et capitalisent les intérêts quotidiennement avec réinvestissement automatique mensuel, et ne sont ni notées ni garanties par les filiales. Le prospectus indique une dette consolidée au 30 juin 2025 d’environ 86,4 milliards de dollars et une dette des filiales d’environ 57,8 milliards, dont environ 650 millions de dollars sont garantis par Duke Energy.
Duke Energy Corporation bietet Variable Denomination Floating Rate Demand Notes („PremierNotes“) im Rahmen einer Form S-3 Registrierungsunterlage vom 30. September 2025 an. Die Registrierung deckt einen Gesamtangebotspreis von bis zu 4.000.000.000 USD ab, mit einem maximalen Netto-Nominalbetrag, der jederzeit ausstehend sein darf, von 2.000.000.000 USD. Die Notes sind unbesichert, tragen einen von einem Duke Energy-Ausschuss festgelegten variablen Zinssatz, der auf Abruf fällig wird, verzinsen sich und verzinseln täglich mit monatlicher automatischer Reinvestition und sind weder von Tochtergesellschaften bewertet noch garantiert. Der Prospekt nennt Verbindlichkeiten des Konzerns zum 30. Juni 2025 von ca. 86,4 Milliarden USD und Verbindlichkeiten der Tochtergesellschaften von ca. 57,8 Milliarden USD, wovon etwa 650 Millionen USD von Duke Energy garantiert werden.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
under
THE SECURITIES ACT OF 1933
(Exact name of Registrant as Specified in Its Charter)
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Delaware
(State or other jurisdiction of
incorporation or organization) |
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20-2777218
(I.R.S. Employer
Identification Number) |
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Charlotte, North Carolina 28202
(800) 488-3853
Senior Vice President and Treasurer
Duke Energy Corporation
525 South Tryon Street
Charlotte, North Carolina 28202
(800) 488-3853
Deputy General Counsel and Assistant Corporate Secretary
Duke Energy Corporation
525 South Tryon Street
Charlotte, North Carolina 28202
(800) 488-3853
From time to time after this Registration Statement becomes effective as determined by market conditions and other factors.
| Large accelerated filer ☒ | | | Accelerated filer ☐ | | | Non-accelerated filer ☐ | | | Smaller reporting company ☐ | |
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![[MISSING IMAGE: lg_dukeenergyr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001326160/000110465925095117/lg_dukeenergyr-pn.jpg)
![[MISSING IMAGE: lg_premiernotes-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001326160/000110465925095117/lg_premiernotes-pn.jpg)
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are in book-entry form and have no stated maturity.
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are not rated by any rating agency and Duke Energy does not anticipate receiving a rating.
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are issuable in any amount.
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may be redeemed upon your demand as described in this prospectus.
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are subject to redemption by Duke Energy at any time.
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have a principal amount equal to the total amount of your investment, plus reinvested interest, after deducting redemptions and fees, if any.
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earn a floating rate of interest to be determined at the direction of the Duke Energy PremierNotes Committee. The initial interest rate applicable to the Notes and all subsequent changes to the initial interest rate will be disclosed in prospectus supplements filed with the Securities and Exchange Commission (or, the “SEC”) and posted on the Duke Energy PremierNotes website
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will rank equally in priority with all of Duke Energy’s existing and future unsecured and unsubordinated indebtedness and will rank senior in right of payment to all of Duke Energy’s existing and future subordinated debt. At June 30, 2025, Duke Energy had approximately $28.6 billion of outstanding indebtedness, consisting of approximately $26.6 billion of unsecured and unsubordinated indebtedness and $2.0 billion of unsecured junior subordinated indebtedness.
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are structurally subordinated to all indebtedness and other liabilities of Duke Energy’s subsidiaries. At June 30, 2025, Duke Energy’s subsidiaries had approximately $57.8 billion of indebtedness, payment upon approximately $650 million of which was guaranteed by Duke Energy.
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are offered on a continuous basis. Notes registered on the registration statement of which this prospectus is a part represent the maximum aggregate principal amount of the Notes, equal to $4,000,000,000, which are expected to be offered
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(www.duke-energy.com/premiernotes).
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earn interest which will accrue and be compounded daily and be automatically reinvested in Notes on the 15th day of each month.
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for sale. The outstanding principal amount of the Notes will increase and decrease from time to time. The maximum net aggregate principal amount of the Notes that may be outstanding at any one time is $2,000,000,000.
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Important Information
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Summary
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The Company
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Risk Factors
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Use of Proceeds
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Forward-Looking Statements
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Duke Energy PremierNotes
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Agent Bank
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Description of the Notes
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Termination, Suspension or Modification
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Rights May Not Be Assigned, Transferred or Pledged
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Plan of Distribution
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Validity of Notes
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Experts
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Where You Can Find More Information
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INVESTMENT OPTION
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PROCEDURES
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DATE INVESTMENT CREDITED
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| CHECK INVESTMENT (PERSONAL AND CORPORATE CHECKS) | | | | | | | |
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The Check Investment option permits you to make investments in Notes by submitting a personal or corporate check.
This investment option is the only option for your initial investment in the Notes if you are not a Duke Energy employee or retiree.
Your initial investment may be in any amount of $1,000 or more. Additional investments may be in any amount of $50 or more.
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Your completed application should be mailed to Duke Energy PremierNotes, P.O. Box 75708, Chicago, Illinois 60675-5708 and accompanied by a check in an amount of $1,000 or more.
Additional investments in an amount of $50 or more must be accompanied by the investment slip provided with the investment statement, provided with investment confirmation notices, or included with the supply of redemption checks (if requested). Additional investments should be mailed to Duke Energy PremierNotes, P.O. Box 75974, Chicago, Illinois 60675-5974.
All checks should be made payable to Duke Energy PremierNotes in U.S. dollars and drawn on a U.S. bank. Only personal or corporate checks will be accepted for your initial investment. Starter checks, bank checks, credit card checks, cashier checks, travelers checks, money orders and third-party checks will not be accepted for your initial investment.
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Investments by check will be credited and interest will begin to accrue on the first business day after the agent bank receives a check in proper form if the check is received prior to 9:00 a.m. Eastern time and on the second business day following receipt if the check is received after 9:00 a.m. Eastern time. Checks are accepted subject to collection at full face value in U.S. funds.
Investments made by check will be available for redemption by the investor after five business days from the date the check is credited to your investment or such shorter time as may be determined from time to time at the direction of the Duke Energy PremierNotes Committee as permitted under the Duke Energy PremierNotes Plan.
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INVESTMENT OPTION
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PROCEDURES
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DATE INVESTMENT CREDITED
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This investment option permits you to make additional investments in the Notes by automatic monthly electronic investment. Under this alternative, the agent bank will draw funds from your pre-authorized bank account up to two times per month on regular dates designated by you, by an automated clearing house (ACH) transfer for the prescribed amount and will invest the proceeds in the Notes.
Investments may be made in any amount of $50 or more.
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To set up the Automatic Investment option for a new investment you must verify your ownership of the pre-authorized bank account by completing the appropriate sections of the application form; or for an existing investment, you must complete the Change form. The appropriate form must be mailed to Duke Energy PremierNotes, P.O Box 75708, Chicago, Illinois 60675-5708, which includes providing the agent bank with a voided blank check.
You may make changes to the Automatic Investment option of an existing PremierNotes investment at any time by completing the Change form, submitted with the signature of each registered owner (including joint owners) of the Notes. A Medallion Signature Guarantee stamp may be required.
You may terminate investments by Automatic Investment of an existing PremierNotes investment at any time by providing notice in writing to the agent bank or by calling the agent bank toll free at 800-659-DUKE (3853) from 8:30 a.m. to 7:00 p.m. Eastern time Monday through Friday.
Notices to change or terminate investments by Automatic Investment will be effective as soon as practicable after they are received by the agent bank.
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| | Electronic drafts will be presented for payment on the date you determine on your application form or Change form. Investments will be credited and interest will begin to accrue on the first business day following posting of such draft by the agent bank. All such investments are accepted subject to collection at full face value in U.S. funds. Investments made through the Automatic Investment option will be available for redemption by the investor after five business days from the day the investment is posted. | |
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INVESTMENT OPTION
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PROCEDURES
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DATE INVESTMENT CREDITED
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This investment option permits you to make additional discretionary electronic investments in the Notes. Under this alternative, the agent bank will, following your granted permission, draw funds on a non-recurring basis from your pre-authorized bank account by an ACH transfer for the prescribed amount and will invest the proceeds in the Notes.
Investments may be made in any amount of $50 or more.
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| | To set up the Directed Investment option for a new investment you must verify your ownership of the pre-authorized bank account by completing the appropriate sections of the application form; or for an existing investment, you may utilize the self-service feature within online access or you may complete the Change form. The appropriate form, which includes providing the agent bank with a voided blank check, must be mailed to Duke Energy PremierNotes, P.O. Box 75708, Chicago, Illinois 60675-5708. | | | Investments will be credited and interest will begin to accrue on the first business day following posting of such draft by the agent bank. All such investments are accepted subject to collection at full face value in U.S. funds. Investments made through the Directed Investment option will be available for redemption by the investor after five business days from the day the investment is posted. | |
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You may make changes to the Directed Investment option of an existing PremierNotes investment at any time by using the self-service feature within online access or by completing the Change form, submitted with the signature of each registered owner (including joint owners) of the Notes. A Medallion Signature Guarantee stamp may be required.
You may terminate the Directed Investment option for an existing PremierNotes investment at any time by using the self-service feature within online access or by providing notice in writing to the agent bank or by calling the agent bank toll free at 800-659-DUKE (3853) from 8:30 a.m. to 7:00 p.m. Eastern time Monday through Friday. If you are enrolled in the
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INVESTMENT OPTION
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PROCEDURES
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DATE INVESTMENT CREDITED
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online investment management system, you can use the self-service feature to establish and maintain bank models and request ACH investments. For additional information and to enroll for these online options, visit our website at www.duke-energy.com/premiernotes or call us at 800-659-DUKE (3853).
Notices to change investment information will be effective as soon as practicable after they are received by the agent bank.
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| WIRE TRANSFER INVESTMENT | | | | | | | |
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This investment option permits you to make additional investments in Notes by wire transfer.
Any investment made by wire transfer must be $1,000 or more.
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You may invest by Wire Transfer Investment by calling the agent bank at 800-659-DUKE (3853) from 8:30 a.m. to 7:00 p.m. Eastern time Monday through Friday to advise them of your intent to make an investment by wire transfer, at which time the agent bank will provide you transfer instructions.
Wire transfer investments will only be accepted from banks domiciled in the United States and paid in U.S. dollars.
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| | Investments made by Federal Funds wired to the agent bank will be credited as of, and interest will begin to accrue, no later than the next business day following receipt of funds by the agent bank, except that if wired funds are received by 2:00 p.m. Eastern time the funds will be credited to the investment and begin accruing interest the same day. Investments made by wire transfer will be available for redemption by the investor promptly upon being credited as described above. Neither the agent bank, nor we, will be responsible for delays in the funds wiring system. | |
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INVESTMENT OPTION
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PROCEDURES
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DATE INVESTMENT CREDITED
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| AUTOMATIC SOCIAL SECURITY INVESTMENT | | | | | | | |
| This investment option allows you to make additional investments of part or all of your Social Security payment. | | | Contact your local Social Security office for the required form. Complete the form and return it to the Social Security office for processing. You may terminate the agent bank’s authority to receive your Social Security payments at any time by providing notice in writing to the Social Security office. | | | Automatic Social Security Investments will be credited, and interest will begin to accrue according to the provisions for Automatic Investments, above. Investments made through the Automatic Social Security Investments option will be available for redemption by the investor on the first business day following the date the investment is credited. | |
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INVESTMENT OPTION
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PROCEDURES
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DATE INVESTMENT
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| DUKE ENERGY EMPLOYEE INVESTMENT | | | | | | | |
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You may use this investment option if you are a current employee of Duke Energy Corporation or one of its U.S. subsidiaries, to the extent you are currently paid through a Duke Energy payroll system.
If you invest through Duke Energy Employee Investment, you may invest through only one PremierNotes investment number. The minimum initial and monthly investment is $100 each month until the minimum required balance of $1,000 is attained. Thereafter, the $1,000 minimum balance must be maintained and additional investments may be in any amount of $50 or more.
Your initial and subsequent investments may be made in Notes in one of two ways:
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through a Duke Energy payroll directed investment from your Duke Energy paycheck or
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through automatic monthly electronic investments using the Automatic Investment option described above.
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Your completed application should specify Duke Energy Employee Investment option and your preferred investment method.
For those choosing payroll directed investment, following receipt of your application, you will receive further instructions regarding the setup of your Duke Energy Employee Investment through the Employee Portal.
Employees choosing to make automatic monthly electronic investments should complete the Automatic Investment option portion of the application, and return the application to the agent bank together with a voided check as described in the application.
Payroll directed investments into an existing PremierNotes investment may be changed or terminated at any time through the Employee Portal.
Automatic monthly electronic investments may be changed at any time by submitting or completing a Change form, with the signature of each registered owner (including joint owners) of the Notes. A Medallion Signature
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| | Investments made by the Duke Energy Employee Investment option will be credited as of, and interest will begin to accrue on, the next business day following receipt of the funds by the agent bank. Investments made through the Duke Energy Employee Investment option will be available for redemption by the investor after five business days from the day the investment is posted. | |
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INVESTMENT OPTION
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| |
PROCEDURES
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| |
DATE INVESTMENT
CREDITED |
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| | | | Guarantee stamp may be required. Employees who selected this option may terminate the Duke Energy Employee Investment option for an existing PremierNotes investment at any time by providing notice in writing to the agent bank or by calling the agent bank toll free at 800-659-DUKE (3853) from 8:30 a.m. to 7:00 p.m. Eastern time Monday through Friday. | | | | |
| DUKE ENERGY RETIREE INVESTMENT | | | | | | | |
|
You may use this investment option if you are a former employee of Duke Energy Corporation or any of its U.S. subsidiaries, to the extent you are eligible to receive company provided benefits.
The Duke Energy Retiree Investment option allows retirees of Duke Energy to make automatic monthly electronic investments using the Automatic Investment option described above, but without the requirement that the retiree already have a minimum $1,000 investment in the Notes. The minimum initial and monthly investment for retirees is $100 each month, or $50 twice per month, until the minimum required balance of $1,000 is attained. Thereafter, the $1,000 minimum balance must be maintained and
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| |
Your completed application should specify Duke Energy Retiree Investment. You will also need to complete the Automatic Investment option portion of the application, and return the application to the agent bank together with a voided check as described in the application.
The Duke Energy Retiree Investment option of an existing PremierNotes investment may be changed at any time by submitting a completed Change form, with the signature of each registered owner (including joint owners) of the Notes. A Medallion Signature Guarantee stamp may be required.
You may terminate investments by the Duke Energy Retiree Investment option of an existing PremierNotes investment at any time by providing notice in writing to the agent bank or by calling the
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| | Investments by the Duke Energy Retiree Investment option will be credited as of and interest will begin to accrue on the next business day following receipt of the funds. Investments made through the Duke Energy Retiree Investment option will be available for redemption by the investor after five business days from the day the investment is posted. | |
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INVESTMENT OPTION
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| |
PROCEDURES
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| |
DATE INVESTMENT
CREDITED |
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| additional investments may be in any amount of $50 or more. | | | agent bank toll free at 800-659-DUKE (3853) from 8:30 a.m. to 7:00 p.m. Eastern time Monday through Friday. | | | | |
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REDEMPTION OPTION
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| |
PROCEDURES
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| |
DATE OF
REDEMPTION/ DATE INTEREST CEASES TO ACCRUE |
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| CHECK REDEMPTION | | | | | | | |
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You may request Duke Energy PremierNotes redemption checks free of charge by calling 800-659-DUKE (3853). Additional supplies of Duke Energy PremierNotes redemption checks are also free of charge. For your protection, we will accept for redemption only PremierNotes redemption checks. You may make PremierNotes redemption checks payable to the order of anyone in the amount of $250 or more.
PremierNotes redemption checks payable for less than $250 will be honored and we will charge a fee that will be debited directly from your investment balance in the Notes. The fee schedule can be found in the “Fees” section of this prospectus. The payee of a PremierNotes redemption check may cash or deposit the PremierNotes redemption check like any personal check drawn on a bank. If the amount of a PremierNotes redemption check is greater than your investment
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| | You may order additional PremierNotes redemption checks by using the reorder form in your current checkbook, by calling 800-659-DUKE (3853), or through your account online. We will send additional redemption checks only to the registered owner(s) of the Notes and only to the registered address. The Check Redemption option does not create a checking or other bank account or a depositor or banking relationship with the agent bank or us. | | | Redemption will be made on the date the PremierNotes redemption check is presented to the agent bank for payment. The amount of the Note to be redeemed will continue to accrue interest to, but not including, the day the PremierNotes redemption check is presented for payment. | |
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REDEMPTION OPTION
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| |
PROCEDURES
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| |
DATE OF
REDEMPTION/ DATE INTEREST CEASES TO ACCRUE |
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| balance, the PremierNotes redemption check will not be honored and will be returned to the presenter by the agent bank. In addition to having the PremierNotes redemption check returned, we will charge a fee that will be debited directly from your investment balance in the Notes. See the “Fees” section of this prospectus for a discussion of certain fees in connection with the Check Redemption option. | | | | | | | |
| WRITTEN REDEMPTION | | | | | | | |
| You may redeem investments in the Notes at any time by requesting redemption in a letter sent by first-class mail to: Duke Energy PremierNotes, P.O. Box 75708, Chicago, Illinois 60675-5708. If you own the Notes jointly with another person, all owners must sign the redemption request. Redemptions will be paid to you by check, in the amount of $250 or more, or the investment balance of your Notes, whichever is less. | | |
Written Redemption is automatically available to you and does not require any selection on the application.
We will send the redemption payments only to the registered owner(s) of the Notes at the registered address.
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| | The agent bank will mail you a check representing the redemption proceeds no later than the next business day following receipt of the redemption request in proper form, and interest will accrue to, but not including, such next business day. | |
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BANK CHECK REDEMPTION
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| | | | | | |
| By use of the Bank Check Redemption option, you authorize the agent bank to act on telephone instructions to have redemption proceeds paid by a | | |
Bank Check Redemption is automatically available to you and does not require any selection on the application.
Requests for Bank Check
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| | A bank check representing the redemption proceeds will be mailed to the registered address, by the end of the next business day following receipt of the | |
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REDEMPTION OPTION
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| |
PROCEDURES
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| |
DATE OF
REDEMPTION/ DATE INTEREST CEASES TO ACCRUE |
|
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check payable to the registered owner(s) and sent to the registered address on the investment. The agent bank’s records of the telephonic instructions are binding. Neither the agent bank nor we will be responsible for the authenticity of telephonic instructions.
Redemptions will be paid to you by check, in the amount of $250 or more, or the investment balance of your Notes, whichever is less.
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| | Redemption may be made by calling 800-659-DUKE (3853) from 8:30 a.m. to 7:00 p.m. Eastern time Monday through Friday. Verification of information including, but not limited to, the investment number, additional investment information and the name of the registered owner(s) submitting the Bank Check Redemption request must be provided at the time of the request. We will send the redemption payments only to the registered owner(s) of the Notes at the registered address. | | | redemption request and interest will accrue to, but not including, the day of your request. | |
| WIRE TRANSFER REDEMPTION | | | | | | | |
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By use of the Wire Transfer Redemption option, you authorize the agent bank to act on instructions to have redemption proceeds paid by wire transfer to a pre-authorized bank account. The agent bank’s records of the telephonic instructions are binding. Neither the agent bank nor we will be responsible for the authenticity of instructions.
A service fee will be debited directly from your investment balance in the Notes for any redemption proceeds paid by wire transfer. The fee schedule can be found in the “Fees” section of this prospectus.
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To set up the Wire Transfer Redemption option for a new investment, you must verify your ownership of the pre-authorized bank account by completing the appropriate sections of the application form; or for an existing investment, you may complete the Change form or you may utilize the self-service feature within online access. The appropriate form, along with a voided blank check, must be mailed to Duke Energy PremierNotes, P.O. Box 75708, Chicago, Illinois 60675-5708.
You may make redemptions by Wire Transfer Redemption via
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| | The day and time at which your wire transfer will be received at your bank will vary based on the time of day the complete Wire Transfer Redemption is received by the agent bank. Interest will accrue to, but not including, the day your request is received by the agent bank. | |
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REDEMPTION OPTION
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| |
PROCEDURES
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| |
DATE OF
REDEMPTION/ DATE INTEREST CEASES TO ACCRUE |
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| The minimum amount that may be redeemed by Wire Transfer Redemption is $1,000. | | | online access or by calling the agent bank toll free at 800-659-DUKE (3853) from 8:30 a.m. to 7:00 p.m. Eastern time Monday through Friday. | | | | |
| | | | Wire Transfer Redemption requests must be made by the owner(s) of the Notes investment and proceeds will only be sent to the pre-authorized bank account. Verification of information including, but not limited to, the investment number, additional investment information and the name of the registered owner(s) submitting the Wire Transfer Redemption request must be provided at the time of the request. | | | | |
| | | | The agent bank will transmit Wire Transfer Redemption proceeds only to the U.S. bank account pre-authorized by you on the application. | | | ||
| | | | You may make changes to the Wire Transfer Redemption option of an existing PremierNotes investment at any time by using the self-service feature within online access or by submitting a completed Change form, with the signature of each registered owner (including joint owners) of the Notes. A Medallion Signature Guarantee stamp may be required. | | | | |
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REDEMPTION OPTION
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| |
PROCEDURES
|
| |
DATE OF
REDEMPTION/ DATE INTEREST CEASES TO ACCRUE |
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You may terminate the Wire Transfer Redemption option for an existing PremierNotes investment at any time by using the self-service feature within online access or by providing notice in writing to the agent bank at Duke Energy PremierNotes, P.O. Box 75708, Chicago, Illinois 60675-5708.
If you are enrolled in the online investment management system, you can use the self-service feature to establish and maintain bank models and request Wire Transfer Redemptions. For additional information and to enroll for these online options, visit our website at www.duke-energy.com/premiernotes or call us at 800-689-DUKE (3853).
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| | | |
| | | | Neither the agent bank, nor we, will be responsible for delays in the fund wiring system. If the pre-authorized bank is not a member of the Federal Reserve System, there may be a delay in crediting your funds to the pre-authorized bank account. | | | | |
| DIRECTED REDEMPTION | | | | | | | |
| By use of the Directed Redemption option, you authorize the agent bank to act on instructions to have Notes redeemed on a non-recurring | | | To set up the Directed Redemption option for a new investment you must verify your ownership of the pre-authorized bank account by completing the | | | Directed Redemptions will be processed on the first business day following the receipt of the complete Directed Redemption request by the agent bank for | |
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REDEMPTION OPTION
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PROCEDURES
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| |
DATE OF
REDEMPTION/ DATE INTEREST CEASES TO ACCRUE |
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basis with redemption proceeds paid by electronic ACH transfer to a pre-authorized bank account. The agent bank’s records of the telephonic instructions are binding. Neither the agent bank nor we will be responsible for the authenticity of instructions.
Directed Redemptions for less than $250 will not be processed.
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| | appropriate sections of the application form; or for an existing investment, you may utilize the self-service feature within online access or you may complete the Change form. The appropriate form, along with a voided blank check must be mailed to Duke Energy PremierNotes, P.O. Box 75708, Chicago, Illinois 60675-5708. You may make redemptions by Directed Redemption via online access. | | | payment. The amount of the Note to be redeemed will continue to accrue interest to, but not including, the day your request is processed by the agent bank. | |
| | | | Directed Redemption requests must be made by the owner(s) of the Notes investment and proceeds will only be sent to the pre-authorized bank account. Verification of information including, but not limited to, the investment number, additional investment information and the name of the registered owner(s) submitting the Directed Redemption request must be provided at the time of the request. | | | | |
| | | | The agent bank will transmit Directed Redemption proceeds only to the U.S. bank account pre-authorized by you on the application. | | | ||
| | | | You may make changes to the Directed Redemption option of an existing PremierNotes | | | | |
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REDEMPTION OPTION
|
| |
PROCEDURES
|
| |
DATE OF
REDEMPTION/ DATE INTEREST CEASES TO ACCRUE |
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investment at any time by using the self-service feature within online access or by submitting a completed Change form, with the signature of each registered owner (including joint owners) of the Notes. A Medallion Signature Guarantee stamp may be required.
You may terminate the Directed Redemption option for an existing PremierNotes investment at any time by using the self-service feature within online access or by providing notice in writing to the agent bank at Duke Energy PremierNotes, P.O. Box 75708, Chicago, Illinois 60675-5708.
If you are enrolled in the online investment management system, you can use the self-service feature to establish and maintain bank models and request ACH Redemptions. For additional information and to enroll for these online options, visit our website at www.duke-energy.com/premiernotes or call us at 800-689-DUKE (3853).
Neither the agent bank, nor we, will be responsible for delays in the ACH transfer system.
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Insufficient funds:
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| | | $ | 20 | | |
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Stop payment requests:
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| | | $ | 15 | | |
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Wire redemptions:
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| | | $ | 15 | | |
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Redemptions for less than $250:
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| | | $ | 10 | | |
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Investment balance less than $1,000:
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| | | $ | 10/month | | |
Duke Energy Corporation
P.O. Box 1005
Charlotte, North Carolina 28201-1005
800-488-3853 (toll free)
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For information regarding:
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| |
![]()
Duke Energy Corporation
Variable Denomination Floating Rate
Demand Notes ![]()
Prospectus
September 30, 2025
Distributed by Georgeson Securities
Corporation, a registered broker-dealer. |
|
|
Rates and Other Information
800-659-DUKE (3853) |
| |||
|
An additional Prospectus
800-659-DUKE (3853) or download from: www.duke-energy.com/premiernotes |
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Duke Energy
See our website at www.duke-energy.com/premiernotes or see “Where You Can Find More Information” on page 32 hereof. |
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INFORMATION NOT REQUIRED IN PROSPECTUS
|
SEC filing fee
|
| | | $ | 0 | | |
|
Fees and expenses of agent bank
|
| | | $ | 1,050,000 | | |
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Fees and expenses of broker-dealer
|
| | | $ | 75,000 | | |
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Fees and expenses of trustee
|
| | | $ | 11,550 | | |
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Printing expenses
|
| | | $ | 15,000 | | |
|
Accountants’ fees and expenses
|
| | | $ | 40,000 | | |
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Counsel fees and expenses
|
| | | $ | 6,000 | | |
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Total
|
| | | $ | 1,197,550 | | |
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Exhibit
Number |
| |
Exhibit
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4.1
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Amended and Restated Duke Energy PremierNotes Plan dated as of September 30, 2025
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4.2*
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Indenture dated as of April 4, 2011 (filed as Exhibit 4.2 to Registration Statement on Form S-3 of the registrant, Registration No.333-173282, and incorporated by reference herein)
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5.1
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Opinion of Elizabeth H. Jones, Esq.
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23.1
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| |
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm for Duke Energy Corporation
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23.2
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Consent of Elizabeth H. Jones, Esq. (included in Exhibit 5.1)
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24.1
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Powers of Attorney of Directors and Officers of Duke Energy Corporation
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24.2
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Resolution of Duke Energy Corporation regarding Power of Attorney
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25.1
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Form T-1 Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A.
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107
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Filing Fee Table
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Signature
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| |
Title
|
| |
Date
|
|
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/s/ Harry K. Sideris*
Harry K. Sideris
|
| | Director and President and Chief Executive Officer (Principal Executive Officer) | | |
September 30, 2025
|
|
|
/s/ Brian D. Savoy*
Brian D. Savoy
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| | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | |
September 30, 2025
|
|
|
/s/ Cynthia S. Lee*
Cynthia S. Lee
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| | Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer) | | |
September 30, 2025
|
|
|
/s/ Derrick Burks*
Derrick Burks
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| | Director | | |
September 30, 2025
|
|
|
/s/ Annette K. Clayton*
Annette K. Clayton
|
| | Director | | |
September 30, 2025
|
|
|
/s/ Theodore F. Craver, Jr.*
Theodore F. Craver, Jr.
|
| | Director | | |
September 30, 2025
|
|
|
/s/ Robert M. Davis*
Robert M. Davis
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| | Director | | |
September 30, 2025
|
|
|
/s/ Caroline D. Dorsa*
Caroline D. Dorsa
|
| | Director | | |
September 30, 2025
|
|
|
/s/ W. Roy Dunbar*
W. Roy Dunbar
|
| | Director | | |
September 30, 2025
|
|
|
/s/ Nicholas C. Fanandakis*
Nicholas C. Fanandakis
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| | Director | | |
September 30, 2025
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Jeffrey B. Gulder*
Jeffrey B. Gulder
|
| | Director | | |
September 30, 2025
|
|
|
/s/ John T. Herron*
John T. Herron
|
| | Director | | |
September 30, 2025
|
|
|
/s/ Idalene Fay Kesner*
Idalene Fay Kesner
|
| | Director | | |
September 30, 2025
|
|
|
/s/ E. Marie McKee*
E. Marie McKee
|
| | Director | | |
September 30, 2025
|
|
|
/s/ Michael J. Pacilio*
Michael J. Pacilio
|
| | Director | | |
September 30, 2025
|
|
|
/s/ Thomas E. Skains*
Thomas E. Skains
|
| | Director | | |
September 30, 2025
|
|
|
/s/ William E. Webster, Jr.*
William E. Webster, Jr.
|
| | Director | | |
September 30, 2025
|
|
| By: | | |
/s/ Elizabeth H. Jones
Attorney-in-Fact
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| | | |