LONG-TERM DEBT

6 Months Ended

Jun. 30, 2025

Long-Term Debt, Unclassified [Abstract]

WEC Energy Group, Inc.

In June 2025, the remaining $120.0 million outstanding of our 3.55% Senior Notes, due June 15, 2025, matured, and principal and accrued interest were paid with proceeds received from issuing commercial paper.

Convertible Senior Notes

In June 2025, we issued $900.0 million of 2028 Notes. The 2028 Notes are senior unsecured obligations and bear interest at an annual rate of 3.375%, payable semiannually beginning on December 1, 2025. Proceeds from the offering were used to repay short-term debt and for general corporate purposes.

The 2028 Notes will mature on June 1, 2028, unless earlier converted or repurchased in accordance with their terms. No sinking fund is provided for 2028 Notes. Upon the occurrence of a fundamental change, as defined in the related indenture, holders may require us to repurchase for cash all or any portion of their 2028 Notes. We may not redeem the 2028 Notes prior to their maturity date. Any fundamental change repurchases of the 2028 Notes will be at a price equal to 100% of the principal amount, plus accrued and unpaid interest.

Holders may convert all or any portion of their notes at their option at any time prior to the close of business on the business day immediately preceding March 1, 2028, only under the following circumstances:

•During any calendar quarter commencing after the calendar quarter ending on September 30, 2025, (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price of such series of notes on each applicable trading day;

•During the five consecutive business day period immediately after any ten consecutive trading day period (measurement period) in which the trading price per $1,000 principal amount of notes, as determined following a request by a holder or holders, for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate of such series of notes on each such trading day; or

•Upon the occurrence of specified corporate events, as defined in the related indenture.

Holders may convert all or any portion of their notes at any time, regardless of the foregoing circumstances, on or after March 1, 2028, until the close of business on the second scheduled trading day immediately preceding the maturity date.

Upon conversion, we will pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver cash, shares of our common stock, or a combination of cash and shares of our common stock, at our election, in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the notes being converted.

The initial conversion rate for the 2028 Notes is 7.7901 shares of common stock per $1,000 principal amount, which is equivalent to an initial conversion price of approximately $128.37 per share of our common stock. The conversion rate is subject to adjustment upon the occurrence of certain specified events, as defined in the related indenture, but will not be adjusted for any accrued and unpaid interest. In addition, upon the occurrence of a make-whole fundamental change, as defined in the related indenture, we will, in certain circumstances, increase the conversion rate by a number of additional shares of common stock for conversions in connection with the make-whole fundamental change.

As of June 30, 2025, the conditions allowing holders to convert their notes were not met. In accordance with the guidance in ASC Subtopic 470-20, Debt – Debt with Conversion and Other Options, the 2027 Notes, 2028 Notes, and 2029 Notes were accounted for in their entirety as a liability on our balance sheet. The following is a summary of our convertible debt instruments as of June 30, 2025:


(in millions)	Principal Amount		Unamortized Debt Issuance Costs		Net Carrying Amount		Fair Value Amount (1)
2027 Notes	$	862.5	$	(6.4)	$	856.1	$	968.5
2028 Notes	900.0		(11.2)		888.8		902.9
2029 Notes	862.5		(7.8)		854.7		991.1

(1) The fair values are categorized in Level 2 of the fair value hierarchy. See Note 13, Fair Value Measurements, for more information on the levels of the fair value hierarchy.

The following table provides a summary of the interest expense recorded for each of the 2027 Notes, 2028 Notes, and 2029 Notes:


	Three Months Ended June 30				Six Months Ended June 30
(in millions)	2025		2024		2025		2024
2027 Notes
Contractual interest expense	$	9.5	$	3.5	$	18.9	$	3.5
Amortization of debt issuance costs	0.9		0.3		1.7		0.3
Total interest expense – 2027 Notes	10.4		3.8		20.6		3.8

2028 Notes
Contractual interest expense	1.8		—		1.8		—
Amortization of debt issuance costs	0.3		—		0.3		—
Total interest expense – 2028 Notes	$	2.1	$	—	$	2.1	$	—

2029 Notes
Contractual interest expense	9.5		3.5		18.9		3.5
Amortization of debt issuance costs	0.5		0.2		1.0		0.2
Total interest expense – 2029 Notes	$	10.0	$	3.7	$	19.9	$	3.7

Wisconsin Electric Power Company

In June 2025, WE's $250.0 million of 3.10% Debentures, due June 1, 2025, matured, and outstanding principal and accrued interest were paid with proceeds received from issuing commercial paper.

Minnesota Energy Resources Corporation

In April 2025, MERC issued $50.0 million of 5.20% Senior Notes, due May 1, 2030, and used the net proceeds to repay MERC's $50.0 million of 2.69% Senior Notes that matured on May 1, 2025.

Michigan Gas Utilities Corporation

In April 2025, MGU issued $75.0 million of 5.20% Senior Notes, due May 1, 2030, and used the net proceeds to repay MGU's $60.0 million of 2.69% Senior Notes that matured on May 1, 2025 and intercompany short-term debt to its parent, Integrys.