DTE能源美股招股说明书(2025-12-19版)

Up to $1,500,000,000DTE Energy CompanyCommon Stock On December19, 2025, we entered into an equity distribution agreement with Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BNY Mellon CapitalMarkets, LLC, BofA Securities, Inc., Citigroup Global Markets Inc., Fifth Third Securities, Inc., J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC,Morgan Stanley& Co. LLC, MUFG Securities Americas Inc., Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as managers(each a “Manager” and, together, the “Managers”), Barclays Bank PLC, Bank of Montreal, BNP Paribas, The Bank of New York Mellon, Bank of America, N.A., Citibank, N.A., JPMorganChase Bank, National Association, KeyBanc Capital Markets Inc., Mizuho Markets Americas LLC, Morgan Stanley& Co. LLC, MUFG Securities EMEA plc, The Bank of Nova Scotia, TheToronto-Dominion Bank, Truist Bank and Wells Fargo Bank, National Association, as forward purchasers (in such capacity, each a “Forward Purchaser” and together, the “ForwardPurchasers”), and Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, BofA Securities, Inc., Citigroup Global Markets Inc.,J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, Morgan Stanley& Co. LLC, MUFG Securities Americas Inc., Scotia Capital (USA) Inc., TDSecurities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC as affiliated forward sellers (in such capacity, each a “Forward Seller” and together, the “Forward Sellers”),relating to shares of our common stock, without par value (“common stock”), offered under this prospectus supplement and the accompanying prospectus having an aggregate offering priceof up to $1,500,000,000 (the “equity distribution agreement”). In accordance with the terms of the equity distribution agreement, we may offer and sell shares of our common stock at any time and from time to time through the Managers orpursuant to forward sale agreements. Sales of shares of our common stock, if any, will be made by means of ordinary brokers’ transactions on the New York Stock Exchange (“NYSE”) orotherwise at market prices prevailing at the time of the sale. In addition, shares of our common stock may be offered and sold by such other methods, including privately negotiatedtransactions (including block transactions), as we and the Managers or the Forward Sellers agree to in writing. Under the terms of the equity distribution agreement, we also may sell shares ofour common stock to each of the Managers, as principal for its own account, at a price per share to be agreed upon at the time of sale. If we sell shares of our common stock to any Manager,acting as principal, we will enter into a separate terms agreement with the Manager setting forth the terms of such transaction, and we will describe the agreement in a separate prospectussupplement or pricing supplement. Each Manager will receive from us a commission of up to 2% of the gross sales price per share for any shares of our common stock sold through it as ouragent under the equity distribution agreement. The equity distribution agreement provides that, in addition to the issuance and sale of shares of our common stock by us through the Managers, we may also enter into one or moreforward sale agreements under master forward confirmations and the related supplemental confirmations between us and each of the Forward Purchasers. In connection with any forward saleagreement, the relevant Forward Purchaser will borrow from third parties and, through its affiliated Forward Seller, sell a number of shares of our common stock equal to the number of sharesof our common stock underlying the particular forward sale agreement. In no event will the aggregate number of shares of our common stock sold through the Managers or the ForwardSellers under the equity distribution agreement and under any forward sale agreement have an aggregate sales price in excess of $1,500,000,000. In connection with any forward sale agreement, the relevant Forward Seller will receive, in the form of a reduced initial forward sale price under the related forward sale agreement,commissions at a mutually agreed rate of up to 2% of the gross sales prices of all borrowed shares of our common stock sold during the applicable forward hedge selling period by it asForward Seller. The net proceeds we receive from the sale of shares of our common stock in this offering from the Managers will be the gross proceeds received from such sale less the commissionsand less any other costs we may incur in issuing or selling shares of our common stock. Subject to the terms and conditions of the equity distribution agreement, each of the Managers and theForward Sellers will use commercially reasonable efforts to sell any shares of our common stock to be offered by us under the equity distribution a