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  4. [8-K] WISCONSIN ELECTRIC POWER CO Reports Material Event

Wisconsin Electric Power issues $800M in debentures

Wisconsin Electric Power Company has entered into an underwriting agreement for a registered public debt offering.

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

Rhea-AI Filing Summary

Wisconsin Electric Power Company has entered into an underwriting agreement for a registered public debt offering. The company is issuing $400,000,000 of 4.65% Debentures due June 15, 2031 and $400,000,000 of 5.10% Debentures due June 15, 2036 under an effective shelf registration on Form S-3. The agreement with a syndicate of underwriters sets the terms for selling these long-term debentures to investors as part of the company’s financing strategy.

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Insights

Wisconsin Electric plans $800M in new long-term debentures.

Wisconsin Electric Power Company is issuing two tranches of registered debentures totaling $800,000,000, split between 4.65% notes due 2031 and 5.10% notes due 2036. An underwriting agreement with a major syndicate governs the sale.

Issuing fixed-rate debentures extends the company’s debt maturity profile and locks in interest costs at defined coupons. The filing does not detail specific uses of proceeds, but such utility financings typically support capital projects, refinancing, or general corporate purposes.

Key reference documents include the Securities Resolution No. 26 under the existing Indenture for Debt Securities and the opinion of counsel confirming the validity of the debentures. Subsequent periodic reports may give more color on balance sheet effects and capital spending funded by this issuance.

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.
2031 Debentures $400,000,000 at 4.65% Aggregate principal amount of 4.65% Debentures due June 15, 2031
2036 Debentures $400,000,000 at 5.10% Aggregate principal amount of 5.10% Debentures due June 15, 2036
Total new debentures $800,000,000 Combined principal of 2031 and 2036 debentures
Underwriting Agreement date June 1, 2026 Date company entered into the underwriting agreement
2031 Debentures maturity June 15, 2031 Stated maturity date for 4.65% Debentures
2036 Debentures maturity June 15, 2036 Stated maturity date for 5.10% Debentures
Underwriting Agreement financial
"entered into an Underwriting Agreement covering the issue and sale by the Company"
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
"4.65% Debentures due June 15, 2031 and 5.10% Debentures due June 15, 2036"
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
"offering registered under the Securities Act of 1933... pursuant to a registration statement on Form S-3"
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"
Emerging growth company regulatory
"Securities registered pursuant to Section 12(b) of the Act None 405 of this chapter) or Rule 12b-2 ... Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt securities is Wisconsin Electric Power Company (WELPM) issuing in this 8-K?
Wisconsin Electric is issuing $400,000,000 of 4.65% Debentures due June 15, 2031 and $400,000,000 of 5.10% Debentures due June 15, 2036, creating a total of $800,000,000 in new long-term debt.

How are Wisconsin Electric’s new debentures being offered to investors?
The debentures are being sold in a registered public offering under a Form S-3 shelf registration statement. An underwriting agreement with a syndicate of banks governs the distribution of the 2031 and 2036 debenture tranches.

What are the interest rates and maturities of WELPM’s new debentures?
The company’s new debt includes 4.65% Debentures due June 15, 2031 and 5.10% Debentures due June 15, 2036. These fixed coupons and long maturities help define Wisconsin Electric’s future interest expense profile.

Which underwriters are involved in Wisconsin Electric’s $800 million debenture offering?
The underwriting agreement lists J.P. Morgan Securities, KeyBanc Capital Markets, PNC Capital Markets, RBC Capital Markets, and U.S. Bancorp Investments as representatives of the several underwriters, coordinating the sale of the 2031 and 2036 debentures.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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):
June 1, 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 June 1, 2026, Wisconsin Electric Power Company (the “Company”) entered into an Underwriting Agreement covering the issue and sale by the Company of $400,000,000 aggregate principal amount of 4.65% Debentures due June 15, 2031 (the “2031 Debentures”) and $400,000,000 aggregate principal amount of 5.10% Debentures due June 15, 2036 (the “2036 Debentures”, and, together with the 2031 Debentures, the “Debentures”). The 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 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 June 1, 2026, among the Company and J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., PNC Capital Markets LLC, RBC Capital Markets, LLC, and U.S. Bancorp Investments, Inc. as representatives of the several underwriters, relating to $400,000,000 aggregate principal amount of the Company’s 4.65% Debentures due June 15, 2031 and $400,000,000 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.
     
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)
   
  /s/ Willam J. Guc
Date: June 4, 2026 William J. Guc — Vice President and Controller

 

 

 

 

Source: View Original Filing on SEC EDGAR

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