false
0000783325
0000783325
2026-11-04
2026-11-04
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 4, 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 |
|
|
| |
|
(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. ¨
ITEM 8.01 OTHER EVENTS
On November 4, 2026,
WEC Energy Group, Inc. (the “Company”) entered into an equity distribution agreement (the “Equity Distribution Agreement”)
with Barclays Capital Inc., BMO Capital Markets Corp., BofA Securities, Inc., BTIG, LLC, Citigroup Global Markets Inc., Goldman Sachs
& Co. LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG
Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC and Wells Fargo Securities, LLC,
as sales agents (each, a “Sales Agent” and, collectively, the “Sales Agents”), BNY Mellon Capital Markets, LLC
(acting through BTIG, LLC as agent), and Barclays Bank PLC, Bank of Montreal, Bank of America, N.A., Citibank, N.A., Goldman Sachs &
Co. LLC, JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc., Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities
EMEA plc, Royal Bank of Canada, The Bank of New York Mellon, The Bank of Nova Scotia, The Toronto-Dominion Bank and Wells Fargo Bank,
National Association, as forward purchasers (each, a “Forward Purchaser” and, collectively, the “Forward Purchasers”).
Under the Equity Distribution
Agreement, the Company may offer and sell, from time to time, up to an aggregate sales price of $4,000,000,000, shares of the Company’s
common stock, $0.01 par value per share (the “Common Stock”), through the Sales Agents and the Forward Sellers (as defined
below). The Sales Agents may act as agent on the Company’s behalf or purchase shares of the Common Stock from the Company as principal
for their own accounts.
The Equity Distribution
Agreement provides that, in addition to the issuance and sale of shares of Common Stock through the Sales Agents acting as Sales Agents
or directly to the Sales Agents acting as principals, the Company also may enter into forward sale agreements under separate forward sale
confirmations between the Company and any Sales Agent or one or more of its affiliates or agents. These entities, when acting in such
capacity, are referred to herein as “Forward Purchasers.” In connection with each forward sale agreement, the relevant Forward
Purchaser (or its affiliate) will, at the Company’s request, attempt to borrow from third-party stock lenders and, through the relevant
Sales Agent, sell a number of shares of Common Stock equal to the number of shares that underlie the forward sale agreement to hedge the
forward sale agreement. Each Sales Agent, when acting as the agent for a Forward Purchaser, is referred to herein as a “Forward
Seller” (except in the case of BTIG, LLC, for which references to Forward Seller refers instead to BNY Mellon Capital Markets, LLC
(acting through BTIG, LLC as agent)). Transactions contemplated by the forward sale agreements are referred to herein as “Forward
Transactions.”
In a Forward Transaction
under one form of forward sale agreement (an “Initially Priced Forward Sale Agreement”), referred to as an “Initially
Priced Forward Transaction,” the initial forward sale price per share will equal the product of (1) an amount equal to one minus
the applicable forward selling commission and (2) the volume weighted average price per share at which the shares of Common Stock are
sold and settled by the Sales Agents pursuant to the Equity Distribution Agreement, subject to the price adjustment provisions of such
Initially Priced Forward Sale Agreement. Each Initially Priced Forward Transaction will provide that the initial forward sale price will
be subject to adjustment based on a floating interest rate factor equal to the overnight bank funding rate less a spread. In addition,
the initial forward sale price will be subject to decrease on certain dates specified in the applicable Initially Priced Forward Sale
Agreement by the amount per share of quarterly dividends the Company expects to declare during the term of such Initially Priced Forward
Transaction. If the overnight bank funding rate is less than the spread on any day, the interest rate factor will result in a daily reduction
of the forward sale price.
The Company will not
initially receive any proceeds from the sale of borrowed shares of Common Stock by the relevant Forward Seller. The Company expects to
receive proceeds from the sale of shares of the Common Stock upon future physical settlement of the relevant Initially Priced Forward
Transaction with the relevant Forward Purchaser on dates specified by the Company on or prior to the maturity date of the Initially Priced
Forward Transaction. In such a forward transaction, the Company expects to receive aggregate cash proceeds equal to the product of the
initial forward sale price under such Initially Priced Forward Transaction and the number of shares of Common Stock underlying such Initially
Priced Forward Transaction, subject to the price adjustment and other provisions of the applicable Initially Priced Forward Sale Agreement.
If the Company elects to cash settle or net share settle an Initially Priced Forward Transaction, the Company may not (in the case of
cash settlement) or will not (in the case of net share settlement) receive any proceeds, and the Company may owe cash (in the case of
cash settlement) or shares of Common Stock (in the case of net share settlement) to the relevant Forward Purchaser.
In a separate Forward
Transaction under another form of forward sale agreement, referred to herein as a “Collared Forward Transaction,” the Company
may enter into one or more collared forward transactions (“Collared Forward Sale Agreements”) with a Forward Purchaser (each,
a “Collared Forward Purchaser”), pursuant to which the Company will agree to sell to the relevant Collared Forward Purchaser
up to the number of shares of Common Stock specified in the relevant Collared Forward Sale Agreement (subject to adjustment as set forth
therein) and the relevant Collared Forward Purchaser will attempt to borrow from third-party stock lenders and sell the maximum number
of shares of Common Stock deliverable pursuant to the Collared Forward Transaction (the “Hedging Shares”) through its related
Forward Seller acting as the statutory underwriter (the “Collared Forward Seller”) over a period of time to be agreed between
the Company and the Collared Forward Purchaser (an “Initial Hedging Period”), all subject to the terms of the Equity Distribution
Agreement and the Collared Forward Sale Agreement. The Company has been advised by each Collared Forward Purchaser that it expects that,
on the same days during the Initial Hedging Period when the relevant Collared Forward Seller is selling a number of Hedging Shares underlying
the Collared Forward Transaction, the Collared Forward Purchaser or its affiliates will be contemporaneously purchasing a substantial
portion of such number of shares of Common Stock in the open market for its own account, as the Collared Forward Purchaser expects its
initial hedge position in respect of the Collared Forward Transaction to be substantially less than the maximum number of shares of Common
Stock underlying the Collared Forward Transaction. The floor price and the cap price of the Collared Forward Transaction will be determined
upon completion of the Initial Hedging Period for the Collared Forward Transaction by multiplying the weighted average prices at which
the Collared Forward Seller will have sold the Hedging Shares during the Initial Hedging Period for the Collared Forward Transaction by
the floor percentage and the cap percentage, respectively. The forward sale price that the Company will receive under any Collared Forward
Transaction for each share of Common Stock deliverable thereunder will be equal to a reference price determined based on the arithmetic
average of volume weighted prices of the Common Stock during the applicable valuation period for the Collared Forward Transaction that
will run prior to the maturity date for the Collared Forward Transaction (whether the scheduled maturity date or an accelerated maturity
date selected by the Collared Forward Purchaser), provided that the collared forward sale price will not be less than the floor price
and will not be more than the cap price, subject to adjustment under the terms of the Collared Forward Sale Agreement, including reduction
by an amount related to the expected dividends on the Common Stock during the term of the Collared Forward Transaction.
The Company has been
advised that the relevant Collared Forward Purchaser expects to dynamically modify its hedge positions for its own account by it (or its
affiliates and/or agents) buying or selling shares of Common Stock or engaging in derivatives or other transactions with respect to shares
of Common Stock from time to time during the term of a particular Collared Forward Transaction, including during the valuation period
for the Collared Forward Transaction. The purchases and sales of shares of Common Stock or other hedging transactions by the Collared
Forward Purchaser to dynamically modify its hedge positions from time to time during the term of the Collared Forward Transaction may
variously have a positive, negative or neutral impact on the market price of the Common Stock, depending on market conditions at such
times.
The Company will not
initially receive any proceeds from the sale of borrowed shares of Common Stock by the relevant Collared Forward Seller. On the settlement
date for a Collared Forward Transaction, which will be a date selected by the relevant Collared Forward Purchaser that will not be earlier
than a date determined at the time of entering into the Collared Forward Transaction and not later than the scheduled maturity date for
the Collared Forward Transaction, (1) the Company will deliver to the relevant Collared Forward Purchaser the number of shares underlying
each component of the Collared Forward Transaction, and (2) the relevant Collared Forward Purchaser will pay to the Company an amount
equal to the sum of (i) an amount equal to (x) the product of (A) the floor price of each such component, multiplied by (B) the number
of shares underlying each component of the Collared Forward Transaction, minus (y) the product of (A) a selling commission, multiplied
by (B) the number of shares underlying each component of the Collared Forward Transaction, multiplied by (C) the hedge reference price
for each component of the Collared Forward Transaction (the “Floor Cash Amount”), and (ii) an amount equal to the product
of (x) the number of shares underlying each component of the Collared Forward Transaction, multiplied by (y) the amount by which the collared
forward sale price (which may not exceed the cap price) for such component exceeds the floor price for such component, subject to certain
adjustments (the “Modified Physical Cash Amount”). However, the Company will, subject to certain conditions specified in the
Collared Forward Sale Agreement, have the right to elect to receive the Modified Physical Cash Amount in the form of shares of Common
Stock, instead of cash, with the number of shares to be calculated over a period of time following the maturity date of the Collared Forward
Transaction based on the average of the 10b-18 VWAP prices, as measured under the Collared Forward Sale Agreement, of the Common Stock
during that period.
In the event that the
relevant Forward Purchaser (or its affiliate, including the relevant Collared Forward Purchaser) is unable to borrow and deliver any shares
of Common Stock for sale by the relevant Forward Seller (including the relevant Collared Forward Seller) under the Equity Distribution
Agreement or, in its good faith judgment, it is either impracticable to borrow and deliver any such shares or it would incur a stock loan
cost that is equal to or greater than a specified amount, the number of shares underlying the relevant Forward Transaction will be reduced
accordingly (and possibly to zero shares) immediately upon completion of the applicable hedging period.
At the time of entry
into a Forward Transaction, the Company will specify to the relevant Forward Purchaser a minimum price below which sales of any shares
of Common Stock, including sales of Hedging Shares in connection with a Collared Forward Transaction, may not be made by the relevant
Forward Seller and other sales parameters (including any volume limitations and an aggregate dollar amount of sales which shall not be
exceeded). The relevant Forward Seller is not required to sell any specific number or dollar amount of shares of Common Stock, but, pursuant
to the Equity Distribution Agreement and subject in all regards to the terms of a particular forward sale agreement, the relevant Forward
Seller has agreed to use its commercially reasonable efforts, consistent with its normal trading and sales practices, to borrow from third-party
stock lenders and sell such shares on such terms. The obligations of the relevant Forward Seller under the Equity Distribution Agreement
to sell any shares are subject to a number of conditions that the Company must meet. Any sales of the shares by the relevant Forward Seller
may be suspended at any time, and there can be no assurance that the Forward Seller will be able to borrow any shares from any stock lenders
and/or sell any shares pursuant to the Equity Distribution Agreement. Only one Sales Agent or Forward Seller (including the relevant Collared
Forward Seller) will be permitted to conduct sales of shares of Common Stock at any given time pursuant to the Equity Distribution Agreement,
and no sales of shares of Common Stock by any Sales Agents acting on the Company’s behalf, or by the Forward Sellers on behalf of
the Forward Purchasers in connection with any Initially Priced Forward Transaction, will occur simultaneously with any sales of the Hedging
Shares by the relevant Collared Forward Seller on behalf of the relevant Collared Forward Purchaser.
The Company will pay
each of the Sales Agents a commission not to exceed 1.00% of the sales price per share of Common Stock sold through it as agent under
the Equity Distribution Agreement. The net proceeds that the Company will receive from such sales will be the gross proceeds from such
sales less the commissions and any other costs that the Company may incur in issuing the shares. In connection with each Initially Priced
Forward Transaction, the relevant Forward Seller will receive a commission of up to 1.00% of the volume weighted average of the sales
prices of all borrowed shares of Common Stock sold during the applicable period by it as a Forward Seller, reflected in a reduced initial
forward sale price payable by the relevant Forward Purchaser under its forward sale agreement. In connection with each Collared Forward
Transaction, the Collared Forward Seller will receive, reflected in a reduced collared forward sale price payable by the Collared Forward
Purchaser under its Collared Forward Sale Agreement, a commission of up to 1.00% of the volume weighted average of the sales prices of
all borrowed shares of Common Stock sold during the applicable period by it as a Forward Seller. In respect of a collared forward transaction,
if such a commission is payable, it will be deducted from the proceeds the Company receives on the settlement date.
Actual sales of the Common
Stock under the Equity Distribution Agreement will depend on a variety of factors to be determined by the Company from time to time, including
(among others) market conditions, the trading price of the Common Stock, capital needs and determinations by the Company of the appropriate
sources of funding for the Company. Any shares sold will be offered and sold pursuant to the Company’s registration statement on
Form S-3 (File No. 333-281253) or a subsequently filed registration statement on Form S-3.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
| 1.1 |
|
Equity Distribution Agreement, dated as of November 4, 2026 (including the form of Initially Priced Forward Sale Agreement and form of Collared Forward Sale Agreement). |
| |
|
|
| 5.1 |
|
Opinion of Joshua M. Erickson. |
| |
|
|
| 23.1 |
|
Consent of Joshua M. Erickson (included in Exhibit 5.1). |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (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.
| November 4, 2026 |
WEC ENERGY GROUP, INC. |
| |
(Registrant) |
| |
|
|
/s/ Caroline M. Garcia |
| |
Caroline M. Garcia, Vice President and Controller |
