COMMON EQUITY

9 Months Ended

Sep. 30, 2024

Stock-Based Compensation

During the nine months ended September 30, 2024, the Compensation Committee of our Board of Directors awarded the following stock-based compensation to our directors, officers, and certain other key employees:


Award Type						Number of Awards
Stock options (1)						294,990
Restricted shares (2)						108,484
Performance units						205,051

(1)Stock options awarded had a weighted-average exercise price of $84.92 and a weighted-average grant date fair value of $16.19 per option.

(2)Restricted shares awarded had a weighted-average grant date fair value of $84.97 per share.

Restrictions

Our ability as a holding company to pay common stock dividends primarily depends on the availability of funds received from our utility subsidiaries, We Power, Bluewater, ATC Holding LLC (which holds our ownership interest in ATC), and WECI. Various financing arrangements and regulatory requirements impose certain restrictions on the ability of our subsidiaries to transfer funds to us in the form of cash dividends, loans, or advances. Our utility subsidiaries, with the exception of UMERC and MGU, are prohibited from loaning funds to us, either directly or indirectly. See Note 11, Common Equity, in our 2023 Annual Report on Form 10-K for additional information on these and other restrictions.

We do not believe that these restrictions will materially affect our operations or limit any dividend payments in the foreseeable future.

Common Stock

As of January 1, 2024, we began issuing new shares of common stock to fulfill our obligations under various stock-based employee benefit and compensation plans and to provide shares to participants in our dividend reinvestment and stock purchase plan. During 2023, we instructed our independent agents to purchase shares on the open market to fulfill obligations under these plans. As such, no new shares of common stock were issued during the three and nine months ended September 30, 2023.

On August 6, 2024, we entered into an EDA, under which we may offer and sell, from time to time, shares of our common stock having an aggregate sales price of up to $1.5 billion through an at-the-market offering program, which includes an equity forward sales component. We may offer and sell our common shares through the sales agents party to the EDA during the term of the agreement. The EDA will terminate upon the earliest of (i) the sale of all common stock subject to the EDA, (ii) termination of the EDA pursuant to its terms, or (iii) August 31, 2027. Actual sales of common stock under the EDA will depend on a variety of factors, including market conditions, the trading price of our common stock, capital needs, and our determination of the appropriate sources of funding. Any shares offered and sold will be done pursuant to our registration statement on Form S-3 filed with the SEC on

August 5, 2024 and the related prospectus supplement. As of September 30, 2024, we have not issued any shares of common stock under the EDA, and we have not entered into any forward sale agreements.

We had the following changes to our outstanding common stock during the three and nine months ended September 30, 2024:


	Three Months Ended September 30, 2024	Nine Months Ended September 30, 2024
Common stock shares outstanding at beginning of period	316,079,401	315,434,531
Shares issued:
Stock-based compensation	137,936	300,602
401(k)	38,400	285,000
Stock investment plan	98,709	334,313
Common stock shares outstanding at end of period	316,354,446	316,354,446

On October 17, 2024, our Board of Directors declared a quarterly cash dividend of $0.835 per share, payable on December 1, 2024, to shareholders of record on November 14, 2024.