What is the conversion price and how is conversion settled?

The initial conversion rate is 7.7901 shares per $1,000 principal, equal to an initial conversion price of approximately $128.37 per share. Upon conversion, the company pays cash up to the principal amount and pays or delivers cash, shares, or a combination for the remainder, at its election.

When can holders convert the notes?

Before March 1, 2028, holders may convert only upon certain events and during certain periods. From March 1, 2028 until the second scheduled trading day before the June 1, 2028 maturity date, holders may convert at any time.

Can the company redeem the notes early or what protections do holders have?

The company may not redeem the notes before maturity. If a fundamental change occurs, holders may, subject to certain conditions, require repurchase for cash at 100% of principal plus accrued and unpaid interest.

What will the company do with the proceeds?

The company intends to use the net proceeds for general corporate purposes, including the repayment of short-term indebtedness. The offering is expected to close on June 10, 2025, subject to customary closing conditions.

WEC 8-K SEC Disclosure

01—Abstract

Summary

Summary of the 8-K filed June 6, 2025. Cited figures are marked; the original filing is the authoritative source.

WEC Energy Group, Inc. announced on June 5, 2025 the pricing of $775,000,000^a aggregate principal amount of 3.375% Convertible Senior Notes due 2028, sold in a private offering to qualified institutional buyers under Rule 144A.

The offering was upsized from the previously announced $700,000,000^b. The initial purchasers also received an option, exercisable within a 13-day period beginning on the first issuance date, to buy up to an additional $125,000,000 of the notes. The offering is expected to close on June 10, 2025, subject to customary closing conditions.

The notes are senior, unsecured obligations of the company and pay interest semiannually at 3.375% per annum. They mature on June 1, 2028, unless earlier converted or repurchased. The initial conversion rate is 7.7901 shares per $1,000^c principal amount, equivalent to an initial conversion price of approximately $128.37 per share, a conversion premium of approximately 22.5% above the June 5, 2025 last reported sale price.

Upon conversion, the company will pay cash up to the principal amount and may settle the remainder in cash, common stock, or a combination, at its election. Holders may convert before March 1, 2028 only upon certain events and periods, and at any time thereafter until the second scheduled trading day before maturity. The company may not redeem the notes before maturity.

Upon a fundamental change, holders may require repurchase at 100%^d of principal plus accrued interest. The company stated it intends to use net proceeds for general corporate purposes, including repayment of short-term indebtedness. The filing is a Form 8-K under Item 8.01 (Other Events), with the press release furnished as Exhibit 99.1.

02—Key points

Key Highlights

Upsized offering: $775 million of 3.375% Convertible Senior Notes due 2028, up from an initially announced $700 million.
Additional option: initial purchasers may buy up to another $125 million of notes within 13 days of first issuance.
Conversion terms: initial conversion rate of 7.7901 shares per $1,000 principal, or about $128.37 per share, a conversion premium of approximately 22.5% over the June 5, 2025 last reported sale price.
Settlement flexibility: cash up to principal on conversion, with the excess settled in cash, common stock, or a combination at the company's election.
No early redemption: the company may not redeem the notes before their June 1, 2028 maturity.
Investor protection: upon a fundamental change, holders may require repurchase at 100% of principal plus accrued interest.
Use of proceeds: general corporate purposes, including repayment of short-term indebtedness; closing expected June 10, 2025.

03—Questions

Frequently Asked Questions

What securities were offered and how large is the offering?
WEC Energy Group priced $775,000,000 aggregate principal amount of 3.375% Convertible Senior Notes due 2028 in a private offering to qualified institutional buyers under Rule 144A. The offering was upsized from $700,000,000, and the initial purchasers hold an option for up to an additional $125,000,000.
What is the conversion price and how is conversion settled?
The initial conversion rate is 7.7901 shares per $1,000 principal, equal to an initial conversion price of approximately $128.37 per share. Upon conversion, the company pays cash up to the principal amount and pays or delivers cash, shares, or a combination for the remainder, at its election.
When can holders convert the notes?
Before March 1, 2028, holders may convert only upon certain events and during certain periods. From March 1, 2028 until the second scheduled trading day before the June 1, 2028 maturity date, holders may convert at any time.
Can the company redeem the notes early or what protections do holders have?
The company may not redeem the notes before maturity. If a fundamental change occurs, holders may, subject to certain conditions, require repurchase for cash at 100% of principal plus accrued and unpaid interest.
What will the company do with the proceeds?
The company intends to use the net proceeds for general corporate purposes, including the repayment of short-term indebtedness. The offering is expected to close on June 10, 2025, subject to customary closing conditions.

04—Continue

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