Duke Energy issues 4.95% (2035) and 5.70% (2055) senior notes to refinance 2025 maturities
Duke Energy Corporation is offering $1.75 billion of senior unsecured notes in two series: $1.0 billion of 4.95% notes due September 15, 2035 and $750 million of 5.70% notes due September 15, 2055. Interest is payable semi-annually beginning March 15, 2026. Net proceeds are expected to be approximately $1.7 billion and will be used to repay $650 million of 0.90% senior notes maturing September 15, 2025, $500 million of 5.00% senior notes maturing December 8, 2025, to repay a portion of commercial paper and for general corporate purposes. The notes are unsecured, rank pari passu with other unsecured indebtedness, have no sinking fund and will be issued in book-entry form through DTC.
Positive
- Proceeds allocation is explicit: approximately $1.7 billion net proceeds will repay $650 million and $500 million of near-term senior notes and reduce commercial paper, lowering short-term refinancing pressure
- Extended maturities (2035 and 2055) shift debt out beyond the near-term maturities being repaid
- Full disclosure of ranking, use of proceeds, underwriting conflicts and book-entry arrangements is provided
Negative
- Unsecured obligations — the Notes are direct, unsecured and unsubordinated obligations and are structurally subordinated to subsidiary liabilities
- No sinking fund and no listing — there is no sinking fund and the Notes will not be listed on any exchange, which may limit liquidity
- Potential conflicts of interest — certain underwriters or affiliates may hold debt being repaid and would receive proceeds, as disclosed
Insights
TL;DR: Duke is refinancing near-term maturities and commercial paper with a $1.75B senior note issuance, increasing medium- and long-term debt outstanding.
The offering creates two new series totaling $1.75 billion with coupons of 4.95% (2035) and 5.70% (2055). Net proceeds (~$1.7 billion) will retire specified 2025 maturities totaling $1.15 billion and reduce short-term commercial paper balances; at August 21, 2025 commercial paper outstanding was ~$3.0 billion at a ~4.54% weighted average rate. The notes are unsecured, rank equally with existing unsecured debt, and are structurally subordinated to subsidiary liabilities. The lack of a listing and initial absence of an established trading market may limit secondary-market liquidity.
TL;DR: The issuance is a routine corporate refinancing with specified use of proceeds and standard market protections and call provisions.
The prospectus specifies optional redemption mechanics tied to Treasury rates, no sinking fund, and fungibility provisions for additional issuances. The Indenture contains no limitation on additional indebtedness under it. The document discloses potential conflicts of interest where underwriters or affiliates may hold debt being repaid. These disclosures are standard and provide investors with information on ranking, trustee relationships, and book-entry procedures.
Registration No. 333-267583
(To Prospectus dated September 23, 2022)
$750,000,000 5.70% Senior Notes due 2055
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Price to the
Public(1) |
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Underwriting
Discount(2) |
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Proceeds to Duke
Energy Corporation Before Expenses |
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Per 2035 Note
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| | | | 99.672% | | | | | | 0.650% | | | | | | 99.022% | | |
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Total 2035 Notes
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| | | $ | 996,720,000 | | | | | $ | 6,500,000 | | | | | $ | 990,220,000 | | |
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Per 2055 Note
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| | | | 99.757% | | | | | | 0.875% | | | | | | 98.882% | | |
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Total 2055 Notes
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| | | $ | 748,177,500 | | | | | $ | 6,562,500 | | | | | $ | 741,615,000 | | |
| | Citigroup | | |
Goldman Sachs & Co. LLC
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Mizuho
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MUFG
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PNC Capital Markets LLC
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Truist Securities
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Wells Fargo Securities
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| | Barclays | | |
BMO Capital Markets
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BofA Securities
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US Bancorp
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Loop Capital Markets
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BNY Capital Markets
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Huntington Capital Markets
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Regions Securities LLC
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WauBank Securities LLC
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Page
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About this Prospectus Supplement
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| | | | S-1 | | |
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Prospectus Supplement Summary
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| | | | S-3 | | |
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Risk Factors
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| | | | S-7 | | |
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Cautionary Statement Regarding Forward-Looking Information
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| | | | S-8 | | |
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Use of Proceeds
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| | | | S-11 | | |
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Description of the Notes
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| | | | S-12 | | |
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Certain U.S. Federal Income Tax Considerations for Non-U.S. Holders
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| | | | S-16 | | |
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Book-Entry System
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| | | | S-19 | | |
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Underwriting (Conflicts of Interest)
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| | | | S-23 | | |
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Legal Matters
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| | | | S-29 | | |
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Where You Can Find More Information
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| | | | S-29 | | |
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Page
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References to Additional Information
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| | | | ii | | |
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About this Prospectus
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| | | | ii | | |
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Forward-Looking Statements
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The Company
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Risk Factors
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| | | | 1 | | |
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Use of Proceeds
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Description of Common Stock
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Description of Preferred Stock
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| | | | 2 | | |
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Description of Depositary Shares
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| | | | 3 | | |
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Description of Stock Purchase Contracts and Stock Purchase Units
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| | | | 4 | | |
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Description of Debt Securities
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| | | | 4 | | |
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Plan of Distribution
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| | | | 10 | | |
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Experts
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| | | | 11 | | |
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Validity of the Securities
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| | | | 11 | | |
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Where You Can Find More Information
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Name
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Principal
Amount of 2035 Notes |
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Principal
Amount of 2055 Notes |
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Citigroup Global Markets Inc.
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| | | $ | 90,000,000 | | | | | $ | 67,500,000 | | |
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Goldman Sachs & Co. LLC
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| | | | 90,000,000 | | | | | | 67,500,000 | | |
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Mizuho Securities USA LLC
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| | | | 90,000,000 | | | | | | 67,500,000 | | |
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MUFG Securities Americas Inc.
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| | | | 90,000,000 | | | | | | 67,500,000 | | |
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PNC Capital Markets LLC
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| | | | 90,000,000 | | | | | | 67,500,000 | | |
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Truist Securities, Inc.
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| | | | 90,000,000 | | | | | | 67,500,000 | | |
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Wells Fargo Securities, LLC
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| | | | 90,000,000 | | | | | | 67,500,000 | | |
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Barclays Capital Inc.
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| | | | 51,500,000 | | | | | | 38,625,000 | | |
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BMO Capital Markets Corp.
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| | | | 51,500,000 | | | | | | 38,625,000 | | |
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BofA Securities, Inc.
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| | | | 51,500,000 | | | | | | 38,625,000 | | |
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U.S. Bancorp Investments, Inc.
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| | | | 51,500,000 | | | | | | 38,625,000 | | |
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Loop Capital Markets LLC
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| | | | 34,000,000 | | | | | | 25,500,000 | | |
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BNY Mellon Capital Markets, LLC
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| | | | 32,500,000 | | | | | | 24,375,000 | | |
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Huntington Securities, Inc.
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| | | | 32,500,000 | | | | | | 24,375,000 | | |
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Regions Securities LLC
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| | | | 32,500,000 | | | | | | 24,375,000 | | |
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WauBank Securities LLC
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| | | | 32,500,000 | | | | | | 24,375,000 | | |
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Total
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| | | $ | 1,000,000,000 | | | | | $ | 750,000,000 | | |
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
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REFERENCES TO ADDITIONAL INFORMATION
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| | | | ii | | |
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ABOUT THIS PROSPECTUS
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| | | | ii | | |
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FORWARD-LOOKING STATEMENTS
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THE COMPANY
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RISK FACTORS
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USE OF PROCEEDS
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DESCRIPTION OF COMMON STOCK
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DESCRIPTION OF PREFERRED STOCK
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DESCRIPTION OF DEPOSITARY SHARES
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DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
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DESCRIPTION OF DEBT SECURITIES
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| | | | 4 | | |
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PLAN OF DISTRIBUTION
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| | | | 10 | | |
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EXPERTS
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| | | | 11 | | |
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VALIDITY OF THE SECURITIES
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| | | | 11 | | |
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WHERE YOU CAN FIND MORE INFORMATION
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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)