[8-K] WEC ENERGY GROUP, INC. Reports Material Event

Rhea-AI Filing Summary

WEC Energy Group, Inc. entered into an underwriting agreement to issue and sell $600,000,000 aggregate principal amount of 5.625% Fixed‑to‑Fixed Reset Rate Junior Subordinated Notes due 2056. The notes are being offered in a registered transaction under a Form S‑3 shelf (Registration No. 333-281253).

Barclays Capital, BofA Securities, Citigroup, Morgan Stanley, U.S. Bancorp Investments, and Wells Fargo Securities are acting as representatives of the underwriters. The filing also includes the securities resolution under the company’s existing indenture and related legal opinions and consents. This transaction adds long-dated junior subordinated debt to the company’s capital structure, using a registered public offering format.

Insights

Capital markets analyst

$600M junior subordinated notes at 5.625%, due 2056.

WEC Energy Group executed an underwriting agreement for $600,000,000 of 5.625% Fixed‑to‑Fixed Reset Rate Junior Subordinated Notes maturing in 2056, issued off an S‑3 shelf. Major banks (Barclays, BofA, Citi, Morgan Stanley, U.S. Bancorp, Wells Fargo) are the representatives.

Junior subordinated notes typically rank below senior debt, which can support financial flexibility while maintaining senior capacity. The registered structure permits a broad distribution.

Key items to watch in subsequent materials include the reset mechanics for the fixed‑to‑fixed feature, any call provisions, and settlement details, if and when disclosed in related prospectus documents.

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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 3, 2025

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
		(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 November 3, 2025, WEC Energy Group, Inc. (the “Company”) entered into an Underwriting Agreement covering the issue and sale by the Company of $600,000,000 aggregate principal amount of 5.625% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056 (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 3, 2025, among the Company and Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, U.S. Bancorp Investments, Inc., and Wells Fargo Securities, LLC, as representatives of the several underwriters, relating to $600,000,000 aggregate principal amount of the Company’s 5.625% Fixed-to Fixed Reset Rate Junior Subordinated Notes due 2056.
4.1		Securities Resolution No. 18 of the Company, effective as of November 3, 2025, 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.
5.1		Opinion of Joshua M. Erickson, Vice President and Deputy General Counsel, WEC Business Services LLC.
23.1		Consent of Joshua M. Erickson, Vice President and Deputy General Counsel, WEC Business Services LLC (included in Exhibit 5.1).
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 1934, 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: November 6, 2025	/s/ William J. Guc
	William J. Guc — Vice President and Controller

FAQ

What did WEC (WEC) announce in this filing?

WEC entered an underwriting agreement to issue $600,000,000 of 5.625% Fixed‑to‑Fixed Reset Rate Junior Subordinated Notes due 2056.

What are the key terms of WEC's new notes?

The notes carry a 5.625% coupon and mature in 2056, with a fixed-to-fixed reset rate structure.

Under which registration is the offering being made?

The offering is registered under a Form S‑3 shelf, Registration No. 333-281253.

Who are the underwriter representatives for WEC's note offering?

Barclays, BofA Securities, Citigroup, Morgan Stanley, U.S. Bancorp Investments, and Wells Fargo Securities.

What additional documents were included with the filing?

A securities resolution under the existing indenture, a legal opinion, and the related consent were included as exhibits.

What type of security is being issued by WEC?

Junior subordinated notes, which are lower in priority than senior debt.