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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):
November 2, 2026
| Commission |
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Registrant; State of Incorporation; |
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IRS Employer |
| File Number |
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Address; and Telephone Number |
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Identification No. |
| 001-09057 |
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WEC ENERGY GROUP, INC. |
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39-1391525 |
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(A Wisconsin Corporation) |
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231 West Michigan Street |
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P.O. Box 1331 |
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Milwaukee, WI 53201 |
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(414) 221-2345 |
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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 |
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Trading Symbol(s) |
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Name
of each exchange on which
registered |
| Common Stock, $.01 Par Value |
|
WEC |
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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 November 2, 2026, WEC Energy Group, Inc. (the “Company”)
entered into an Underwriting Agreement covering the issue and sale by the Company of $1,000,000,000 aggregate principal amount of 6.750%
Series 2026A Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057 (the “Series 2026A Notes”) and $1,000,000,000 aggregate
principal amount of 6.950% Series 2026B Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057 (the “Series 2026B Notes”
and, together with the Series 2026A Notes, the “Notes”). The 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 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 November 2, 2026, among the Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters, relating to $1,000,000,000 aggregate principal amount of the Company’s 6.750% Series 2026A Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057 and $1,000,000,000 aggregate principal amount of the Company’s 6.950% Series 2026B Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057. |
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| 4.1 |
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Securities Resolution No. 19 of the Company, effective as of November 2, 2026, 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. |
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| 4.2 |
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Securities Resolution No. 20 of the Company, effective as of November 2, 2026, 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. |
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| 5.1 |
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Opinion of Joshua M. Erickson, Vice President and Deputy General Counsel, WEC Business Services LLC. |
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| 8.1 |
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Tax Opinion of Troutman Pepper Locke LLP. |
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| 23.1 |
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Consent of Joshua M. Erickson, Vice President and Deputy General Counsel, WEC Business Services LLC (included in Exhibit 5.1). |
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| 23.2 |
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Consent of Troutman Pepper Locke LLP (included in Exhibit 8.1). |
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| 104 |
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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 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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WEC ENERGY GROUP, INC. |
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(Registrant) |
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| Date: November 4, 2026 |
/s/ Caroline M. Garcia |
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Caroline M. Garcia— Vice President and Controller |
