WEC ENERGY GROUP, INC. SEC Filings

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.

WEC Energy Group launched a preliminary prospectus supplement for a primary offering of Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056. The notes pay a fixed rate until 2031, then reset every five years to the Five-Year Treasury Rate plus a spread, with a floor equal to the initial rate. Interest is paid semi-annually.

The company may defer interest for up to 20 consecutive semi-annual periods (up to 10 years); deferred amounts accrue and compound. During deferral, certain dividends, par‑or‑junior debt payments, and similar actions are restricted. The notes are unsecured and junior to Senior Indebtedness; Senior Indebtedness was approximately $6.3 billion as of September 30, 2025. The notes are not expected to be listed.

WEC intends to use net proceeds to repay short‑term debt and for general corporate purposes. Short‑term debt outstanding was $905.0 million at a weighted average 4.26% as of September 30, 2025. The notes may be redeemed at specified times at 100%, and at 102% upon certain rating agency methodology changes, or at 100% upon certain tax events.

WEC Energy Group entered an equity distribution agreement allowing it to offer and sell, from time to time, up to $3.0 billion of its common stock through designated sales agents or to them as principals. The program also permits forward sale agreements, including initially priced forwards and collared forwards, entered with affiliated forward purchasers under its effective Form S-3 shelf.

For forward transactions, WEC will not initially receive proceeds from sales of borrowed shares; it expects cash only upon future physical settlement at the applicable forward sale price, adjusted for commissions, interest factors and expected dividends. Collared forwards establish a floor and cap determined after an initial hedging period, with settlement payments reflecting those terms. Sales agents and forward sellers may receive commissions of up to 1.00% of sale prices. Actual sales will occur at WEC’s discretion based on market conditions, trading price, capital needs and funding determinations.

WEC Energy Group launched an at-the-market equity program to offer and sell common stock with an aggregate offering price of up to $3,000,000,000 under a new equity distribution agreement. Sales may be made from time to time through designated agents, as principals, or via forward transactions, including initially priced and collared forwards.

WEC plans to use net proceeds to repay short-term debt and for general corporate purposes. As of September 30, 2025, short-term debt was $905 million. The company will not initially receive proceeds from sales of borrowed shares by forward sellers; cash is expected upon physical settlement of forwards, subject to price adjustments, caps/floors (for collared forwards), commissions up to 1.00%, and other terms.

Shares may be sold in at-the-market offerings on the NYSE or otherwise, at prevailing, related, or negotiated prices. Common stock outstanding was 325,294,252 as of September 30, 2025; this is a baseline figure, not the amount being offered. WEC’s common stock trades on the NYSE as “WEC,” with a last reported sale price of $112.60 on October 30, 2025.

WEC Energy Group reported higher results for the quarter ended September 30, 2025. Operating revenues rose to $2,104.0 million from $1,863.5 million a year earlier, driven mainly by stronger electric and natural gas utility revenues and growing non‑utility renewable operations. Net income attributed to common shareholders increased to $271.3 million, with diluted EPS of $0.83, up from $0.76.

For the first nine months of 2025, operating revenues reached $7,263.0 million and net income attributed to common shareholders was $1,240.9 million, or diluted EPS of $3.85, compared with $6,315.7 million and $1,073.7 million, or $3.40 per diluted share, in 2024. The company continued heavy investment, with capital expenditures of $3,095.1 million, including a $406.1 million acquisition of the 250 MW Hardin III solar facility and ongoing spending on regulated projects.

WEC Energy Group strengthened liquidity through $2,954.8 million of operating cash flow and active financing. It issued $900.0 million of 3.375% convertible senior notes due 2028, multiple long‑term utility debt issues, and raised $797.3 million of equity via an at‑the‑market program, while retiring maturing senior notes and debentures.

WEC Energy Group, Inc. filed a current report to furnish a press release announcing its financial results for the quarter and nine months ended September 30, 2025. The press release is provided as Exhibit 99.1, dated October 30, 2025, and is incorporated by reference. The company’s common stock (par value $0.01) trades on the NYSE under the ticker WEC.

Director Danny L. Cunningham acquired 303.7667 phantom stock units on 10/07/2025 under the company's Director's Deferred Compensation Plan (DDCP). Each unit is one-for-one with common stock and reflects a per-share reference price of $115.22. The units were acquired as a deferral of director fees and include amounts accumulated through a dividend reinvestment feature; they are reported as exempt transactions under Rule 16b-3(d) and Rule 16a-11. After this acquisition, the reported beneficial ownership tied to these phantom units equals 20,395.8537 common-stock-equivalent units, held directly and to be settled according to the DDCP terms.

WEC Energy Group director Cristina A. Garcia-Thomas reported acquisition of phantom stock units totaling 195.2786 shares on 10/07/2025. The units were received via deferral of director fees under the Director's Deferred Compensation Plan and are one-for-one payable in common stock when settled. The filing shows an aggregate holding of 8,389.6422 phantom stock units after the transaction, with a per-share reference price of $115.22 noted. Several units reflect accruals from a dividend reinvestment feature; the acquisition is described as exempt from certain Section 16(b) rules under Rule 16b-3(d) and Rule 16a-11. The Form 4 was signed by an attorney-in-fact on 10/09/2025.

Mary Ellen Stanek, a director of WEC Energy Group, Inc. (WEC), acquired 292.9179 phantom stock units on 10/07/2025 through deferral of director fees under the company's Director's Deferred Compensation Plan (DDCP). Each unit converts one-for-one into common stock on settlement, and the filing reports a per-share reference price of $115.22. After this transaction and accumulated units (including dividend reinvestment), the reporting person beneficially owns 50,286.9585 units. The units were acquired under exemptions described in Rule 16b-3(d) and Rule 16a-11 and will be settled according to the DDCP's terms.