WEC Energy Group, Inc. filed a free writing prospectus on November 2, 2026, disclosing the pricing terms for two series of fixed-to-fixed reset rate junior subordinated notes totaling $2,000,000,000 in aggregate principal amount, both maturing August 4, 2057.

Key Highlights

  • Two note series priced: Series 2026A carries a 6.750% initial coupon; Series 2026B carries a 6.950% initial coupon, each with $1,000,000,000 in principal amount.
  • Maturity date: Both series mature August 4, 2057, according to the filing.
  • Expected settlement: T+2, or November 4, 2026, at an initial price to public of 100.00% per note for each series.
  • Reset mechanism: Series 2026A resets beginning August 4, 2032, at Five-Year Treasury Rate plus 2.057%; Series 2026B resets beginning August 4, 2037, at Five-Year Treasury Rate plus 2.060%, with floors at the respective initial rates.
  • Optional interest deferral: The filing discloses that interest may be deferred for up to 20 consecutive semi-annual interest payment periods for each deferral period on both series.
  • Expected ratings: Moody's Baa2 (stable), S&P BBB (stable), and Fitch BBB- (stable), as stated in the filing.
  • Registration: Filed pursuant to Rule 433(d) under Registration No. 333-281253.

WEC Energy Group's Dual-Tranche Junior Subordinated Note Offering Terms

According to the pricing term sheet filed November 2, 2026, WEC Energy Group, Inc. priced two series of junior subordinated notes, each in a principal amount of $1,000,000,000. The Series 2026A Notes bear interest at 6.750% per annum from the date of original issuance through August 3, 2032, after which the rate resets each period at the Five-Year Treasury Rate plus a spread of 2.057%, with a floor equal to the 6.750% initial rate. The Series 2026B Notes bear interest at 6.950% per annum from issuance through August 3, 2037, then reset at the Five-Year Treasury Rate plus 2.060%, floored at 6.950%.

The filing discloses that interest payment dates for both series are February 4 and August 4 of each year, commencing February 4, 2027. Both series include optional redemption provisions: each may be redeemed in whole or in part at 100% of principal during the 90-day window before the respective first reset date or on any interest payment date thereafter. In addition, the filing describes a Tax Event Redemption at 100% of principal, a Tax Credit Event Redemption at 101% of principal, and a Rating Agency Event Redemption at 102% of principal, in each case in whole but not in part.

The offering was brought to market by a large syndicate. Joint book-running managers listed in the filing include Citigroup Global Markets Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, TD Securities (USA) LLC, Wells Fargo Securities, LLC, Barclays Capital Inc., BMO Capital Markets Corp., BofA Securities, Inc., Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., PNC Capital Markets LLC, Scotia Capital (USA) Inc., and U.S. Bancorp Investments, Inc. Co-managers include Academy Securities, Inc., Fifth Third Securities, Inc., Guggenheim Securities, LLC, and Samuel A. Ramirez & Company, Inc. The CUSIP and ISIN for Series 2026A are 92939U AV8 and US92939UAV89, respectively; for Series 2026B, 92939U AW6 and US92939UAW62.

What Was Disclosed

WEC Energy Group disclosed the full pricing terms for two tranches of 31-year junior subordinated notes totaling $2,000,000,000, including coupon rates, reset spreads, redemption provisions, interest deferral rights, expected credit ratings, and the syndicate of underwriters managing the offering.