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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
February 23, 2026
| Commission |
|
Registrant; State of Incorporation; |
|
IRS Employer |
| File Number |
|
Address; and Telephone Number |
|
Identification No. |
| 001-09057 |
|
WEC ENERGY GROUP, INC. |
|
39-1391525 |
| |
|
(A Wisconsin Corporation) |
|
|
| |
|
231 West Michigan Street |
|
|
| |
|
P.O. Box 1331 |
|
|
| |
|
Milwaukee, WI 53201 |
|
|
| |
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(414) 221-2345 |
|
|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name
of each exchange on which
registered |
| Common Stock, $.01 Par Value |
|
WEC |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
WEC ENERGY GROUP, INC.
ITEM 8.01 OTHER EVENTS.
On February 23, 2026, WEC Energy Group, Inc.
(the “Company”) entered into an Underwriting Agreement covering the issue and sale by the Company of an additional $400,000,000
aggregate principal amount of its 4.75% Senior Notes due January 15, 2028 (the “Additional 2028 Notes”). The Additional 2028
Notes are being issued and sold by the Company in an offering registered under the Securities Act of 1933, as amended, pursuant to a
registration statement on Form S-3, Registration No. 333-281253 (the “Registration Statement”).
The Additional 2028 Notes are part of the
same series of debt securities as the $450,000,000 aggregate principal amount 4.75% Senior Notes due January 15, 2028 issued by the
Company on January 11, 2023 (the “Original 2028 Notes” and, together with the Additional 2028 Notes, the “2028
Notes”). Upon completion of this offering, the aggregate principal amount of outstanding 2028 Notes was $850,000,000.
The exhibits filed herewith under Item 9.01
are incorporated by reference as part of the Registration Statement.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
| 1.1 | Underwriting Agreement, dated February 23, 2026, among the
Company and BofA Securities, Inc. and U.S. Bancorp Investments, Inc. as representatives of the several underwriters, relating to an additional
$400,000,000 aggregate principal amount of the Company’s 4.75% Senior Notes due January 15, 2028. |
| 4.1 | Securities Resolution No. 14 of the Company, effective as
of January 9, 2023, under the Indenture for Debt Securities, dated as of March 15, 1999, between the Company and The Bank of New York
Mellon Trust Company, N.A. (as successor to The First National Bank of Chicago), as Trustee (incorporated by reference to Exhibit 4.1
to the Company’s Current Report on Form 8-K filed on January 11, 2023). |
| 5.1 | Opinion of Joshua M. Erickson, Vice President and Deputy
General Counsel, WEC Business Services LLC. |
| 8.1 | Tax Opinion of Troutman Pepper Locke LLP. |
| 23.1 | Consent of Joshua M. Erickson, Vice President and Deputy
General Counsel, WEC Business Services LLC (included in Exhibit 5.1). |
| 23.2 | Consent of Troutman Pepper Locke LLP (included in Exhibit
8.1). |
| 104 | Cover Page Interactive Data File – the cover page XBRL
tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1 934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| WEC ENERGY GROUP, INC. |
| | (Registrant) |
| | |
| Date: February 26, 2026 | |
| | /s/ William Guc |
| | William Guc - Vice President and Controller |
