Form 8-K - Current report

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):

May 22, 2024

Commission	Registrant; State of Incorporation;	IRS Employer
File Number	Address; and Telephone Number	Identification No.
001-09057	WEC ENERGY GROUP, INC.	39-1391525
	(A Wisconsin Corporation)
	231 West Michigan Street
	P.O. Box 1331
	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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $.01 Par Value		WEC		New York Stock Exchange

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. ¨

ITEM 8.01.

OTHER EVENTS

On May 22, 2024, WEC Energy Group, Inc. (the “Company”) issued a press release announcing a proposed offering of $750,000,000 aggregate principal amount of convertible senior notes due 2027 (the “2027 Notes”) and $750,000,000 aggregate principal amount of convertible senior notes due 2029 (the “2029 Notes” and, together with the 2027 Notes, the “Notes”) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. In addition, the Company expects to grant the initial purchasers an option to purchase, within a 13-day period beginning on, and including, the date the Notes are first issued, up to an additional $112,500,000 aggregate principal amount of the 2027 Notes and up to an additional $112,500,000 aggregate principal amount of the 2029 Notes.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

ITEM 9.01.					FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

99.1			Press Release dated May 22, 2024.

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.

Date: May 22, 2024	WEC ENERGY GROUP, INC.
	(Registrant)

	/s/ WILLIAM J. GUC
	William J. Guc, Vice President and Controller

Exhibit 99.1

From:	Brendan Conway (media)
	414-221-4444
	brendan.conway@wecenergygroup.com

	Beth Straka (investment community)
	414-221-4639
	beth.straka@wecenergygroup.com

May 22, 2024

WEC Energy Group announces offering of Convertible Senior Notes due 2027 and Convertible Senior Notes due 2029

MILWAUKEE, May 22, 2024 - WEC Energy Group, Inc. (NYSE: WEC) today announced that it intends to offer, subject to market and other conditions, $750,000,000 in aggregate principal amount of its convertible senior notes due 2027 (the “2027 convertible notes”) and $750,000,000 in aggregate principal amount of its convertible senior notes due 2029 (the “2029 convertible notes” and, together with the 2027 convertible notes, the “convertible notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). In addition, WEC Energy Group expects to grant the initial purchasers of the convertible notes an option to purchase, within a 13-day period beginning on, and including, the date the convertible notes are first issued, up to an additional $112,500,000 in aggregate principal amount of the 2027 convertible notes and up to an additional $112,500,000 in aggregate principal amount of the 2029 convertible notes.

Final terms of each series of the convertible notes, including the initial conversion price, interest rate and certain other terms of the convertible notes, will be determined at the time of pricing. The convertible notes will be senior, unsecured obligations of WEC Energy Group. Interest on the convertible notes will be paid semiannually. The convertible notes will mature on June 1, 2027 (in the case of the 2027 convertible notes) and June 1, 2029 (in the case of the 2029 convertible notes), unless earlier converted or repurchased in accordance with their terms or (in the case of the 2029 convertible notes) redeemed by WEC Energy Group.

Prior to March 1, 2027 (in the case of the 2027 convertible notes) or March 1, 2029 (in the case of the 2029 convertible notes), holders will have the right to convert their convertible notes only upon the occurrence of certain events and during certain periods. From and after March 1, 2027 (in the case of the 2027 convertible notes) or March 1, 2029 (in the case of the 2029 convertible notes), holders will have the right to convert their convertible notes at any time until the close of business on the second scheduled trading day immediately preceding the maturity date of the applicable series of convertible notes. Upon conversion, WEC Energy Group will pay cash up to the aggregate principal amount of the convertible notes of the applicable series to be converted and pay or deliver, as the case may be, cash, shares of WEC Energy Group’s common stock, or a combination of cash and shares of common stock, at WEC Energy Group’s election, in respect of the remainder, if any, of WEC Energy Group’s conversion obligation in excess of the aggregate principal amount of the convertible notes of the applicable series being converted.

WEC Energy Group intends to use the net proceeds from this offering for general corporate purposes, including the repayment of short-term indebtedness.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The offer and sale of the convertible notes and the shares of common stock issuable upon conversion of the convertible notes, if any, have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction, and the convertible notes and such shares of common stock may not be offered or sold without registration or an applicable exemption from registration requirements.

WEC Energy Group (NYSE: WEC), based in Milwaukee, is an energy company serving 4.7 million customers in Wisconsin, Illinois, Michigan and Minnesota.

The company’s principal utilities are We Energies, Wisconsin Public Service, Peoples Gas, North Shore Gas, Michigan Gas Utilities, Minnesota Energy Resources and Upper Michigan Energy Resources. Another major subsidiary, We Power, designs, builds and owns electric generating plants. In addition, WEC Infrastructure LLC owns a growing fleet of renewable generation facilities in states ranging from South Dakota to Texas.

Forward-looking statements

Certain statements contained in this press release are “forward-looking statements” under federal securities laws. These statements are based upon management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in the forward-looking statements. Readers are cautioned not to place undue reliance on these statements. Forward-looking statements include, among other things, statements concerning the anticipated terms of the convertible notes being offered, the completion, timing and size of the offering and the intended use of proceeds.

Factors that could cause actual results to differ materially from those contemplated in any forward-looking statements include, but are not limited to: market conditions, including market interest rates; the trading price and volatility of WEC Energy Group’s common stock; and risks relating to WEC Energy Group’s business, including those described under the heading “Factors Affecting Results, Liquidity and Capital Resources” in Management’s Discussion and Analysis of Financial Condition and Results of Operations and under the headings “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” in the company’s Annual Report on Form 10-K for the year ended December 31, 2023, and in subsequent reports filed with the Securities and Exchange Commission. There can be no assurance that the planned offering of convertible notes will be completed on the anticipated terms, or at all. Except as may be required by law, WEC Energy Group expressly disclaims any obligation to update any forward-looking information.

Cover	May 22, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 22, 2024
Entity File Number	001-09057
Entity Registrant Name	WEC ENERGY GROUP, INC.
Entity Central Index Key	0000783325
Entity Tax Identification Number	39-1391525
Entity Incorporation, State or Country Code	WI
Entity Address, Address Line One	231 West Michigan Street
Entity Address, Address Line Two	P.O. Box 1331
Entity Address, City or Town	Milwaukee
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	53201
City Area Code	414
Local Phone Number	221-2345
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $.01 Par Value
Trading Symbol	WEC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false