WEC能源美股招股说明书(2025-10-31版)

$3,000,000,000 Common Stock WEC Energy Group, Inc. may offer and sell shares of its common stock, having an aggregate offering price of up to$3,000,000,000, from time to time through the sales agents named below under an equity distribution agreement. The equitydistribution agreement provides that, in addition to the issuance and sale of shares of our common stock through the sales agents actingas sales agents or directly to the sales agents acting as principals, we also may enter into forward sale agreements under separateforward sale confirmations between us and any sales agent or one or more of its affiliates. These entities, when acting in such capacity,are referred to herein as “forward purchasers.” In connection with each forward sale agreement, the relevant forward purchaser (or itsaffiliate) will, at our request, attempt to borrow from third-party stock lenders and, through the relevant sales agent, sell a number ofshares of our common stock equal to the number of shares that underlie the forward sale agreement to hedge the forward saleagreement. Each of the sales agents, when acting as the agent for a forward purchaser, is referred to herein as a “forward seller.”Transactions contemplated by the forward sale agreements are referred to herein as “forward transactions.” In a forward transaction under one form of forward sale agreement, which we refer to as an “initially priced forwardtransaction,” we may enter into one or more initially priced forward transactions with a forward purchaser, pursuant to which we willreceive the forward sale price under the forward sale agreement at the settlement of the initially priced forward transaction, subject tothe price adjustment and other provisions of the applicable forward sale agreement. The initial forward sale price per share under eachforward sale agreement related to an initially priced forward transaction will equal the product of (1)an amount equal to oneminustheapplicable forward selling commission and (2)the volume weighted average price per share at which the borrowed shares of ourcommon stock are sold pursuant to the initially priced forward transaction by the relevant forward seller to hedge the forwardpurchaser’s exposure under the relevant initially priced forward transaction.We will not initially receive any proceeds from the sale ofborrowed shares of our common stock by the relevant forward seller. We expect to receive proceeds from the sale of shares of ourcommon stock upon future physical settlement of the relevant initially priced forward transaction with the relevant forward purchaseron dates specified by us on or prior to the maturity date of the initially priced forward transaction. In an initially priced forwardtransaction, we expect to receive aggregate cash proceeds equal to the product of the initial forward sale price under such initiallypriced forward transaction and the number of shares of our common stock underlying such initially priced forward transaction, subjectto the price adjustment and other provisions of the applicable forward sale agreement. If we elect to cash settle or net share settle aninitially priced forward transaction, we may not (in the case of cash settlement) or will not (in the case of net share settlement) receiveany proceeds, and we may owe cash (in the case of cash settlement) or shares of our common stock (in the case of net sharesettlement) to the relevant forward purchaser. In a separate forward transaction under another form of forward sale agreement, which we refer to as a “collared forwardtransaction,” we may enter into one or more forward sale agreements relating to one or more collared forward transactions (“collaredforward sale agreements”) with any of Goldman Sachs & Co. LLC, Citibank, N.A. or Wells Fargo Bank, National Association, or oneor more of their respective affiliates, as forward purchasers (the “collared forward purchasers”), pursuant to which we will agree to sellto the relevant collared forward purchaser up to the number of shares of our common stock specified in the relevant collared forwardsale agreement (subject to adjustment as set forth therein) and the relevant collared forward purchaser will borrow from third-partystock lenders and sell the maximum number of shares of our common stock deliverable pursuant to the collared forward transaction(the “hedging shares”) through the related sales agent acting as the statutory underwriter and a forward seller (the “collared forwardseller”) over a period of time to be agreed between us and the collared forward purchaser (an “initial hedging period”), all subject tothe terms of the equity distribution agreement and the collared forward sale agreement. We have been advised by each of the collaredforward purchasers that it expects that, on the same days during the initial hedging period when the collared forward seller is selling anumber of hedging shares underlying the collared forward transaction, the collared forward purchaser or its