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Wisconsin Electric sells $300M 5.10% 2036 debentures

WISCONSIN ELECTRIC POWER CO (WELPM) reported that Wisconsin Electric Power Company entered into an Underwriting Agreement on August 19, 2026 for the issue and sale of $300,000,000 aggregate principal amount of 5.10% Debentures due June 15, 2036.

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

WISCONSIN ELECTRIC POWER CO (WELPM) reported that Wisconsin Electric Power Company entered into an Underwriting Agreement on August 19, 2026 for the issue and sale of $300,000,000 aggregate principal amount of 5.10% Debentures due June 15, 2036. These 2036 Debentures are being offered in a registered offering under the Securities Act of 1933 pursuant to the company’s Form S-3 Registration Statement No. 333-279581. The new 2036 Debentures form part of the same series as the existing $400,000,000 5.10% Debentures due June 15, 2036 issued on June 4, 2026. After completion of this offering, the total outstanding Debentures of this series amounted to $700,000,000. The company also filed related exhibits, including the underwriting agreement, a prior securities resolution under its 1995 indenture, and a legal opinion and consent from its Vice President and Deputy General Counsel.

Positive

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Negative

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Filing Explained

The filing describes debt financing without common-share dilution, but does not state the proceeds or how they will be used.

The company reports an underwriting agreement covering the issue and sale of $300 million of 5.10% debentures due June 15, 2036; because these are debt securities rather than additional shares, the disclosed structural consequence is a principal debt obligation, not dilution of existing common ownership.

The filing does not state proceeds or their use, leaving the cash amount available to the company and its application unspecified.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
New 2036 Debentures issuance $300,000,000 aggregate principal amount 5.10% Debentures due June 15, 2036 issued under the August 19, 2026 underwriting agreement
Coupon rate of 2036 Debentures 5.10% Interest rate on Debentures due June 15, 2036
Original 2036 Debentures issuance $400,000,000 5.10% Debentures due June 15, 2036 issued on June 4, 2026
Total outstanding 2036 Debentures $700,000,000 Aggregate principal amount of 5.10% Debentures due June 15, 2036 after completion of this offering
Registration Statement number 333-279581 Form S-3 under which the 2036 Debentures are registered
Maturity date of Debentures June 15, 2036 Due date for both the original and new 5.10% Debentures series
Underwriting Agreement financial
"entered into an Underwriting Agreement covering the issue and sale"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
Debentures financial
"5.10% Debentures due June 15, 2036 (the “2036 Debentures”)"
A debenture is a company’s long-term IOU sold to investors that promises regular interest payments and repayment of principal at a set date; unlike equity, it represents debt rather than ownership. Think of it like lending money to a business in exchange for a fixed stream of payments, so investors watch a debenture’s interest rate and the borrower’s financial health to judge income reliability and risk of not being repaid.
Registration Statement on Form S-3 regulatory
"pursuant to a registration statement on Form S-3, Registration No. 333-279581"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
Indenture for Debt Securities financial
"under the Indenture for Debt Securities, dated as of December 1, 1995"
Securities Resolution financial
"Securities Resolution No. 26 of the Company, effective as of June 1, 2026"

FAQ

What new debt did WELPM’s Wisconsin Electric Power Company issue on August 19, 2026?
Wisconsin Electric Power Company issued $300,000,000 of 5.10% Debentures due June 15, 2036 under an underwriting agreement dated August 19, 2026, as part of a registered offering under its Form S-3 Registration Statement No. 333-279581.

What is the interest rate and maturity of WELPM’s new 2036 Debentures?
The new Debentures carry a 5.10% interest rate and are due on June 15, 2036. They are part of the same series as 5.10% Debentures previously issued on June 4, 2026.

How much of this 5.10% 2036 Debentures series is now outstanding for WELPM?
After the August 19, 2026 transaction, the aggregate principal amount of outstanding 5.10% Debentures due June 15, 2036 is $700,000,000, combining the new $300,000,000 issuance with $400,000,000 previously issued.

Under what registration statement were WELPM’s new 2036 Debentures offered?
The 5.10% Debentures due June 15, 2036 were offered under Wisconsin Electric Power Company’s Form S-3 Registration Statement No. 333-279581, registered under the Securities Act of 1933, as amended.

Which firms underwrote WELPM’s $300 million 2036 Debentures offering?
The underwriting agreement is among Wisconsin Electric Power Company and BofA Securities, Inc., TD Securities (USA) LLC, Wells Fargo Securities, LLC, and U.S. Bancorp Investments, Inc. as representatives of the several underwriters.

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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):
August 19, 2026

 

 

 

Commission
File Number		   Registrant; State of Incorporation;
Address; and Telephone Number 		  IRS Employer
Identification No.
001-01245 WISCONSIN ELECTRIC POWER COMPANY   39-0476280
    (A Wisconsin Corporation)    
    231 West Michigan Street    
    P.O. Box 2046    
    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:

 

None

 

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. ¨

 

 

 

 

 

WISCONSIN ELECTRIC POWER COMPANY

 

ITEM 8.01 OTHER EVENTS.

 

On August 19, 2026, Wisconsin Electric Power Company (the “Company”) entered into an Underwriting Agreement covering the issue and sale by the Company of $300,000,000 aggregate principal amount of 5.10% Debentures due June 15, 2036 (the “2036 Debentures). The 2036 Debentures 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. 333-279581 (the “Registration Statement”). The 2036 Debentures are part of the same series of debt securities as the $400,000,000 5.10% Debentures due June 15, 2036 issued by the Company on June 4, 2026 (the "Original 2036 Debentures," and together with the 2036 Debentures, the "Debentures"). Upon completion of this offering, aggregate principal amount of outstanding Debentures was $700,000,000. 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 August 19, 2026, among the Company and BofA Securities, Inc., TD Securities (USA) LLC, and Wells Fargo Securities, LLC, and U.S. Bancorp Investments, Inc. as representatives of the several underwriters, relating to $300,000,000 aggregate principal amount of the Company’s 5.10% Debentures due June 15, 2036.
     
4.1   Securities Resolution No. 26 of the Company, effective as of June 1, 2026, under the Indenture for Debt Securities, dated as of December 1, 1995, between the Company and U.S. Bank Trust Company, National Association (as successor to Firstar Trust Company), as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 4, 2026).
     
5.1   Opinion of Joshua M. Erickson, Vice President and Deputy General Counsel.
     
23.1   Consent of Joshua M. Erickson, Vice President and Deputy General Counsel (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.

 

  WISCONSIN ELECTRIC POWER COMPANY
                               (Registrant)
   
Date: August 24, 2026 /s/ William J. Guc
William J. Guc — Vice President and Controller

 

 

 

 

Source: View Original Filing on SEC EDGAR

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