Duke Energy (DUK) Preliminary Prospectus: 2035 and 2055 Senior Notes
Duke Energy Corporation is offering two series of senior unsecured note securities in a preliminary prospectus supplement: 2035 Notes maturing September 15, 2035 and 2055 Notes maturing September 15, 2055. Each series will pay interest semi-annually on March 15 and September 15 beginning March 15, 2026. The Notes are direct, unsecured and unsubordinated obligations ranking equally with other unsecured senior indebtedness and are structurally subordinated to liabilities of subsidiaries. The offering is a new issue with no current trading market and will be issued in book-entry form through DTC, Clearstream and Euroclear. Net proceeds (amounts redacted) are intended to repay $650 million of 0.90% Senior Notes due September 15, 2025, $500 million of 5.000% Senior Notes due December 8, 2025, to repay a portion of outstanding commercial paper and for general corporate purposes; at August 21, 2025 Duke had about $3.0 billion of commercial paper outstanding with a weighted average rate of ~4.54%.
Trustee is The Bank of New York Mellon Trust Company, N.A.; joint book-running managers include Citigroup, Goldman Sachs, Mizuho, MUFG, PNC, Truist, Wells Fargo and others. The prospectus supplement references risk factors and forward-looking statements and incorporates prior SEC filings by reference. Certain offer details and numeric terms in this preliminary supplement are redacted and subject to completion.
Positive
- Proceeds targeted to repay specific near-term debt: intends to repay $650 million 0.90% Notes and $500 million 5.000% Notes and reduce commercial paper.
- Maturity extension: issuing long-dated 2035 and 2055 notes can extend the company’s debt maturity profile if fully executed.
- Standard market mechanics: book-entry issuance via DTC/Clearstream/Euroclear with major book-running managers and a large trustee is disclosed.
Negative
- Key economic terms redacted: aggregate issue sizes, coupon rates, price to public and yields are redacted in this preliminary supplement, preventing full assessment.
- Structural subordination risk: Notes will be structurally subordinated to liabilities of subsidiaries.
- High existing indebtedness: as of June 30, 2025, consolidated outstanding indebtedness was approximately $28.6 billion and subsidiaries had ~ $57.8 billion of indebtedness, which limits headroom.
Insights
TL;DR: Duke Energy is refinancing near-term maturities and commercial paper with two long-dated senior note issues; key terms and sizes are redacted.
The company intends to issue two new senior note series maturing in 2035 and 2055 to raise proceeds to repay specific near-term senior notes ($650 million and $500 million) and reduce commercial paper balances. The notes are unsecured, rank pari passu with existing senior unsecured debt and are structurally subordinated to subsidiary liabilities. The book-entry issuance through DTC and the use of reputable joint book-runners and The Bank of New York Mellon as trustee are standard market practices. Material numeric offering details (aggregate principal amounts, coupon rates, prices and certain yields) are redacted in this preliminary supplement, limiting precise assessment of financing cost, potential refinancing savings, or relative impact on leverage and interest expense. The filing discloses approximately $28.6 billion of consolidated outstanding indebtedness (as of June 30, 2025) and $57.8 billion at the subsidiary level, which is relevant context for capital structure analysis.
TL;DR: Structurally sensible maturity extension but investor pricing and size unknown due to redactions.
Replacing short-term and near-term maturities with long-dated 2035 and 2055 notes is a common liability-management strategy to extend maturities and manage refinancing risk. The absence of sinking funds and optional redemption provisions are disclosed; optional redemption mechanics reference Treasury Rate calculations and par-call dates. The offering’s effectiveness for lowering rollover risk or interest-cost volatility cannot be evaluated here because coupons, aggregate sizes and underwriting pricing are redacted. Conflicts of interest are disclosed where underwriters or affiliates may hold the instruments being repaid. The offering is subject to risk factors and regulatory selling restrictions across multiple jurisdictions.
Registration No. 333-267583
Preliminary Prospectus Supplement dated September 8, 2025
(To Prospectus dated September 23, 2022)
$ % Senior Notes due 2055
| | | |
Price to the
Public(1) |
| |
Underwriting
Discount(2) |
| |
Proceeds to Duke
Energy Corporation Before Expenses |
| |||||||||
|
Per 2035 Note
|
| | | | % | | | | | | % | | | | | | % | | |
|
Total 2035 Notes
|
| | | $ | | | | | $ | | | | | $ | | | |||
|
Per 2055 Note
|
| | | | % | | | | | | % | | | | | | % | | |
|
Total 2055 Notes
|
| | | $ | | | | | $ | | | | | $ | | | | ||
| | Citigroup | | |
Goldman Sachs & Co. LLC
|
| |
Mizuho
|
| |
MUFG
|
|
| |
PNC Capital Markets LLC
|
| |
Truist Securities
|
| |
Wells Fargo Securities
|
|
| |
Barclays
|
| |
BMO Capital Markets
|
| |
BofA Securities
|
| |
US Bancorp
|
|
| | | |
Page
|
| |||
|
About this Prospectus Supplement
|
| | | | S-1 | | |
|
Prospectus Supplement Summary
|
| | | | S-3 | | |
|
Risk Factors
|
| | | | S-7 | | |
|
Cautionary Statement Regarding Forward-Looking Information
|
| | | | S-8 | | |
|
Use of Proceeds
|
| | | | S-11 | | |
|
Description of the Notes
|
| | | | S-12 | | |
|
Certain U.S. Federal Income Tax Considerations for Non-U.S. Holders
|
| | | | S-16 | | |
|
Book-Entry System
|
| | | | S-19 | | |
|
Underwriting (Conflicts of Interest)
|
| | | | S-23 | | |
|
Legal Matters
|
| | | | S-29 | | |
|
Where You Can Find More Information
|
| | | | S-29 | | |
| | | |
Page
|
| |||
|
References to Additional Information
|
| | | | ii | | |
|
About this Prospectus
|
| | | | ii | | |
|
Forward-Looking Statements
|
| | | | ii | | |
|
The Company
|
| | | | 1 | | |
|
Risk Factors
|
| | | | 1 | | |
|
Use of Proceeds
|
| | | | 2 | | |
|
Description of Common Stock
|
| | | | 2 | | |
|
Description of Preferred Stock
|
| | | | 2 | | |
|
Description of Depositary Shares
|
| | | | 3 | | |
|
Description of Stock Purchase Contracts and Stock Purchase Units
|
| | | | 4 | | |
|
Description of Debt Securities
|
| | | | 4 | | |
|
Plan of Distribution
|
| | | | 10 | | |
|
Experts
|
| | | | 11 | | |
|
Validity of the Securities
|
| | | | 11 | | |
|
Where You Can Find More Information
|
| | | | 11 | | |
|
Name
|
| |
Principal
Amount of 2035 Notes |
| |
Principal
Amount of 2055 Notes |
| ||||||
|
Citigroup Global Markets Inc.
|
| | | $ | | | | | $ | | | ||
|
Goldman Sachs & Co. LLC
|
| | | | | | | | | | | | |
|
Mizuho Securities USA LLC
|
| | | | | | | | | | | | |
|
MUFG Securities Americas Inc.
|
| | | | | | | | | | | | |
|
PNC Capital Markets LLC
|
| | | | | | | | | | | | |
|
Truist Securities, Inc.
|
| | | | | | | | | | | | |
|
Wells Fargo Securities, LLC
|
| | | | | | | | | | | | |
|
Barclays Capital Inc.
|
| | | | | | | | | | | | |
|
BMO Capital Markets Corp.
|
| | | | | | | | | | | | |
|
BofA Securities, Inc.
|
| | | | | | | | | | | | |
|
U.S. Bancorp Investments, Inc.
|
| | | | | | | | | | | | |
|
Total
|
| | | $ | | | | | $ | | | | |
Duke Energy Corporation
P.O. Box 1005
Charlotte, North Carolina 28201
(800) 488-3853 (toll-free)
Preferred Stock
Depositary Shares
Debt Securities
Stock Purchase Contracts
Stock Purchase Units
| |
REFERENCES TO ADDITIONAL INFORMATION
|
| | | | ii | | |
| |
ABOUT THIS PROSPECTUS
|
| | | | ii | | |
| |
FORWARD-LOOKING STATEMENTS
|
| | | | ii | | |
| |
THE COMPANY
|
| | | | 1 | | |
| |
RISK FACTORS
|
| | | | 1 | | |
| |
USE OF PROCEEDS
|
| | | | 2 | | |
| |
DESCRIPTION OF COMMON STOCK
|
| | | | 2 | | |
| |
DESCRIPTION OF PREFERRED STOCK
|
| | | | 2 | | |
| |
DESCRIPTION OF DEPOSITARY SHARES
|
| | | | 3 | | |
| |
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
|
| | | | 4 | | |
| |
DESCRIPTION OF DEBT SECURITIES
|
| | | | 4 | | |
| |
PLAN OF DISTRIBUTION
|
| | | | 10 | | |
| |
EXPERTS
|
| | | | 11 | | |
| |
VALIDITY OF THE SECURITIES
|
| | | | 11 | | |
| |
WHERE YOU CAN FIND MORE INFORMATION
|
| | | | 11 | | |
Duke Energy Corporation
P.O. Box 1005
Charlotte, North Carolina 28201
(704) 382-3853 or (800) 488-3853 (toll-free)
Duke Energy Corporation
P.O. Box 1005
Charlotte, North Carolina 28201
(704) 382-3853 or (800) 488-3853 (toll-free)