WEC Energy Group Launches $4.0B At-The-Market Common Stock & Forward Sales Program

Executive Summary

On November 4, 2026, WEC Energy Group, Inc. filed a prospectus supplement on Form 424B5 establishing an at-the-market (ATM) equity offering program for up to $4.0 billion of common stock (par value $0.01 per share).

Key Program Elements

• Aggregate Offering Amount: Up to $4,000,000,000 in gross proceeds.
• Structure:
  • Direct sales through sales agents acting as agents or principals.
  • Initially priced forward transactions and collared forward transactions entered into with forward purchasers/sellers.
• Commissions: Not to exceed 1.00% of the sales price per share sold under the equity distribution agreement or applicable forward sale agreements.
• Use of Proceeds: Net proceeds from share sales or physical settlement of forward sale agreements will be allocated toward repaying short-term debt and general corporate purposes.

Forward Sale Mechanics & Dilution Implications

• Accounting Treatment: Shares underlying forward transactions are expected to be incorporated into diluted earnings per share calculations using the treasury stock method prior to settlement.
• Dilution: Physical delivery or net share settlement of forward transactions will dilute common equity shares outstanding.
• Settlement Flexibilities: Subject to certain conditions, WEC may elect physical settlement, cash settlement, or net share settlement under initially priced forward transactions, whereas collared forwards are primarily structured around physical settlement with optional net share settlement for modified cash amounts.