10/31/2025 | Press release | Distributed by Public on 10/31/2025 15:08
| ITEM 8.01 | OTHER EVENTS |
On October 31, 2025, 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., 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"), 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 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 $3.0 billion, shares of the Company's common stock, $0.01 par value per share (the "Common Stock"), through the Sales Agents. 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." 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 by the 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.