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Item 9A. Controls and Procedures

2026-02-20 compared with 2025-02-21 · 59 added, 60 removed, 516 unchanged (19% of the section changed)

85 unchanged sentences

3 Articles of Incorporation and By-laws

Restated Articles of Incorporation of WEC Energy Group, Inc., as amended effective May 21, 2012.

Restated Articles of Incorporation of WEC Energy Group, as amended effective May 21, 2012.

(Exhibit 3.1 to Wisconsin Energy Corporation's 06/30/12 Form 10-Q.)

Articles of Amendment to the Restated Articles of Incorporation of WEC Energy Group, Inc., as amended.

Articles of Amendment to the Restated Articles of Incorporation of WEC Energy Group, as amended.

(Exhibit 3.1 to WEC Energy Group's 06/29/15 Form 8-K.)

Articles of Amendment to the Restated Articles of Incorporation of WEC Energy Group, Inc., as amended , dated May 9, 2024 .

Articles of Amendment to the Restated Articles of Incorporation of WEC Energy Group, as amended, dated May 9, 2024.

(Exhibit 3.1 to WEC Energy Group's 06/30/2024 Form 10-Q.)

Bylaws of WEC Energy Group, Inc., as amended to January 19, 2023.

Bylaws of WEC Energy Group, as amended to January 19, 2023.

(Exhibit 3.1 to WEC Energy Group's 01/20/23 Form 8-K.)

3 unchanged sentences

4 Instruments defining the rights of security holders, including indentures

4.1* Reference is made to Article III of the Restated Articles of Incorporation and the Bylaws of WEC Energy Group, Inc.

4.1* Reference is made to Article III of the Restated Articles of Incorporation and the Bylaws of WEC Energy Group.

(See Exhibits 3.1 and 3.3 above.)

2 unchanged sentences

Indentures and Securities Resolutions:

Indenture for Debt Securities of Wisconsin Electric Power Company (the "Wisconsin Electric Indenture"), dated December 1, 1995.

Indenture for Debt Securities of WE (the "WE Indenture"), dated December 1, 1995.

(Exhibit (4)-1 under File No.

1 unchanged sentence

Securities Resolution No.

1 of Wisconsin Electric under the Wisconsin Electric Indenture, dated December 5, 1995.

1 of WE under the WE Indenture, dated December 5, 1995.

(Exhibit (4)-2 under File No.

1 unchanged sentence

Securities Resolution No.

3 of Wisconsin Electric under the Wisconsin Electric Indenture, dated May 27, 1998.

3 of WE under the WE Indenture, dated May 27, 1998.

(Exhibit (4)-1 under File No.

1 unchanged sentence

Securities Resolution No.

5 of Wisconsin Electric under the Wisconsin Electric Indenture, dated as of May 1, 2003.

5 of WE under the WE Indenture, dated as of May 1, 2003.

(Exhibit 4.47 filed with Post-Effective Amendment No.

1 to Wisconsin Electric's Registration Statement on Form S-3.

1 to WE's Registration Statement on Form S-3.

333-101054), filed May 6, 2003.)

Securities Resolution No.

7 of Wisconsin Electric under the Wisconsin Electric Indenture, dated as of November 2, 2006.

7 of WE under the WE Indenture, dated as of November 2, 2006.

(Exhibit 4.1 under File No.

1 unchanged sentence

Securities Resolution No.

12 of Wisconsin Electric under the Wisconsin Electric Indenture, dated as of December 5, 2012.

12 of WE under the WE Indenture, dated as of December 5, 2012.

(Exhibit 4.1 under File No.

1 unchanged sentence

Securities Resolution No.

14 of Wisconsin Electric under the Wisconsin Electric Indenture, dated as of May 12, 2014.

14 of WE under the WE Indenture, dated as of May 12, 2014.

(Exhibit 4.1 under File No.

1 unchanged sentence

Securities Resolution No.

15 of Wisconsin Electric under the Wisconsin Electric Indenture, dated as of May 14, 2015.

16 of WE under the WE Indenture, dated as of November 13, 2015.

(Exhibit 4.1 under File No.

1 unchanged sentence

Securities Resolution No.

16 of Wisconsin Electric under the Wisconsin Electric Indenture, dated as of November 13, 2015.

17 of WE under the WE Indenture, dated as of October 1, 2018.

(Exhibit 4.1 under File No.

1 unchanged sentence

Securities Resolution No.

17 of Wisconsin Electric under the Wisconsin Electric Indenture, dated as of October 1, 2018.

19 of WE under the WE Indenture, dated as of June 8, 2021.

(Exhibit 4.1 under File No.

1 unchanged sentence

Securities Resolution No.

19 of Wisconsin Electric under the Wisconsin Electric Indenture, dated as of June 8, 2021.

20 of WE under the WE Indenture, dated as of September 14, 2022.

(Exhibit 4.1 under File No.

1 unchanged sentence

Securities Resolution No.

20 of Wisconsin Electric under the Wisconsin Electric Indenture, dated as of September 14, 2022.

21 of WE under the WE Indenture, dated as of May 7, 2024.

(Exhibit 4.1 under File No.

1 unchanged sentence

Securities Resolution No.

21 of Wisconsin Electric under the Wisconsin Electric Indenture, dated as of May 14, 2024.

22 of WE under the WE Indenture, dated as of September 9, 2024.

(Exhibit 4.1 under File No.

1 unchanged sentence

Securities Resolution No.

22 of Wisconsin Electric under the Wisconsin Electric Indenture, dated as of September 13, 2024.

23 of WE under the WE Indenture, dated as of September 18, 2025.

(Exhibit 4.1 under File No.

1-1245, WE's 09/25/2025 Form 8-K.)

Securities Resolution No.

24 of WE under the WE Indenture, dated as of December 2, 2025.

(Exhibit 4.1 under File No.

1-1245, WE's 12/05/2025 Form 8-K.)

Indenture for Debt Securities of Wisconsin Energy Corporation (the "Wisconsin Energy Indenture"), dated as of March 15, 1999, between WEC Energy Group and The Bank of New York Mellon Trust Company, N.A.

10 unchanged sentences

Securities Resolution No.

6 of Wisconsin Energy Corporation under the Wisconsin Energy Indenture, effective as of June 4, 2015.

(Exhibit 4.1 to Wisconsin Energy Corporation's 06/04/15 Form 8-K.)

Securities Resolution No.

10 of WEC Energy Group under the Wisconsin Energy Indenture, effective as of October 5, 2020.

13 unchanged sentences

Securities Resolution No.

16 of WEC Energy Group under the Wisconsin Energy Indenture, dated as of December 16, 2024.

16 of WEC Energy Group under the Wisconsin Energy Indenture, dated as of November 19, 2024.

(Exhibit 4.25 to WEC Energy Group's 12/31/2024 Form 10-K.)

Securities Resolution No.

17 of WEC Energy Group under the Wisconsin Energy Indenture, dated as of December 16, 2024.

17 of WEC Energy Group under the Wisconsin Energy Indenture, dated as of November 19, 2024.

(Exhibit 4.26 to WEC Energy Group's 12/31/2024 Form 10-K.)

Indenture dated as of May 28, 2024, between WEC Energy Group, Inc.

and The Bank of New York Mellon Trust Company, N.A.

Securities Resolution No.

18 of WEC Energy Group under the Wisconsin Energy Indenture, dated November 3, 2025.

(Exhibit 4.1 to WEC Energy Group's 11/06/2025 Form 8-K.)

Indenture dated as of May 28, 2024, between WEC Energy Group and The Bank of New York Mellon Trust Company, N.A.

as Trustee, providing for the issuance of the Convertible Senior Notes due 2027.

(Exhibit 4.1 to WEC Energy Group's 05/28/24 Form 8-K.)

Indenture dated as of May 28, 2024, between WEC Energy Group, Inc.

and The Bank of New York Mellon Trust Company, N.A.

Indenture dated as of May 28, 2024, between WEC Energy Group and The Bank of New York Mellon Trust Company, N.A.

as Trustee, providing for the issuance of the Convertible Senior Notes due 2029.

(Exhibit 4.3 to WEC Energy Group's 05/28/24 Form 8-K.)

Indenture, dated as of December 1, 1998, between Wisconsin Public Service Corporation ("WPS") and U.S.

Indenture dated as of June 10, 2025, between WEC Energy Group and The Bank of New York Mellon Trust Company, N.A.

as Trustee, providing for the issuance of the Convertible Senior Notes Due 2028.

(Exhibit 4.1 to WEC Energy Group's 06/10/2025 Form 8-K.)

Indenture, dated as of December 1, 1998, between WPS and U.S.

Bank National Association (successor to Firstar Bank Milwaukee, N.A., National Association) (Exhibit 4A to Form 8-K filed December 18, 1998) (File No.

10 unchanged sentences

Bank National Association (Exhibit 4.1 to Form 8-K filed November 18, 2021) (File No.

Fifteenth Supplemental Indenture, dated as of November 10, 2022, by and between WPS and U.S.

Bank Trust Company, National Association (formerly U.S.

Bank National Association) (Exhibit 4.1 to Form 8-K filed November 10, 2022) (File No.

Sixteenth Supplemental Indenture, dated as of December 6, 2024, by and between WPS and U.S.

3 unchanged sentences

Number Exhibit

Seventeenth Supplemental Indenture, dated as of January 8, 2026, by and between WPS and U.S.

Bank Trust Company, National Association (successor to Firstar Bank, Milwaukee, N.A., National Association) (Exhibit 4.1 to Form 8-K filed January 8, 2026) (File No.

The forgoing list of exhibits does not include certain unregistered long-term debt instruments of the Registrant and its subsidiaries where the total amount of securities authorized to be issued under the instrument does not exceed 10 percent of the total assets of the Registrant and its subsidiaries on a consolidated basis.

14 unchanged sentences

(Exhibit 10.13 to Wisconsin Energy Corporation's 12/31/14 Form 10K.)**

Letter Agreement by and between WEC Energy Group, Inc.

and Xia Liu, dated March 24, 2020.

Letter Agreement by and between WEC Energy Group and Xia Liu, dated March 24, 2020.

(Exhibit 10.2 to WEC Energy Group's 03/31/20 Form 8-K.)**

1 unchanged sentence

(Exhibit 10.1 to Wisconsin Energy Corporation's 03/31/11 Form 10-Q.)**

Letter Agreement by and between WEC Energy Group, Inc.

and Margaret C.

Letter Agreement by and between WEC Energy Group and Margaret C.

Kelsey, dated as of July 19, 2017.

3 unchanged sentences

(Exhibit 10.16 to WEC Energy Group's 12/31/21 Form 10-K.)**

Letter Agreement between WEC Energy Group, Inc.

and Michael Hooper, dated March 7, 2024.

(Exhibit 10.1 to WEC Energy Group's 03/12/24 Form 8-K.)**

WEC Energy Group Omnibus Stock Incentive Plan, Amended and Restated effective as of January 1, 2016.

(Exhibit 10.19 to WEC Energy Group's 12/31/15 Form 10-K.)**

WEC Energy Group Omnibus Stock Incentive Plan, amended and restated effective as of May 6, 2021.

Letter Agreement between WEC Energy Group and Michael Hooper, dated March 7, 2024.

(Exhibit 10.1 to WEC Energy Group's 03/12/24 Form 8-K.)**

2 unchanged sentences

Number Exhibit

WEC Energy Group Performance Unit Plan, amended and restated effective as of January 1, 2017.

WEC Energy Group Omnibus Stock Incentive Plan, Amended and Restated effective as of January 1, 2016.

(Exhibit 10.19 to WEC Energy Group's 12/31/15 Form 10-K.)**

WEC Energy Group Omnibus Stock Incentive Plan, amended and restated effective as of May 6, 2021.

(Exhibit 10.1 to WEC Energy Group's 5/11/21 Form 8-K.)**

WEC Energy Group Performance Unit Plan, amended and restated effective as of January 1, 2023.

(Exhibit 10.1 to WEC Energy Group's 12/02/22 Form 8-K.)**

Wisconsin Energy Corporation Terms and Conditions Governing Non-Qualified Stock Option Award for option awards under the WEC Energy Group Omnibus Stock Incentive Plan, approved December 4, 2014.

(Exhibit 10.3 to Wisconsin Energy Corporation's 12/04/14 Form 8-K.)**

2016 WEC Energy Group Terms and Conditions Governing Non-Qualified Stock Option Award for option awards under the WEC Energy Group Omnibus Stock Incentive Plan.

6 unchanged sentences

(Exhibit 10.5 to WEC Energy Group's 06/30/21 Form 10-Q.)**

Port Washington I Facility Lease Agreement between Port Washington Generating Station, LLC, as Lessor, and Wisconsin Electric Power Company, as Lessee, dated as of May 28, 2003.

PWGS I Facility Lease Agreement between PWG, as Lessor, and WE, as Lessee, dated as of May 28, 2003.

(Exhibit 10.7 to WE's 06/30/03 Form 10-Q (File No.

Port Washington II Facility Lease Agreement between Port Washington Generating Station, LLC, as Lessor, and Wisconsin Electric Power Company, as Lessee, dated as of May 28, 2003.

PWGS II Facility Lease Agreement between PWGS, as Lessor, and WE, as Lessee, dated as of May 28, 2003.

(Exhibit 10.8 to WE's 06/30/03 Form 10-Q (File No.

Elm Road I Facility Lease Agreement between Elm Road Generating Station Supercritical, LLC, as Lessor, and Wisconsin Electric Power Company, as Lessee, dated as of November 9, 2004.

ER I Facility Lease Agreement between ERGS, as Lessor, and WE, as Lessee, dated as of November 9, 2004.

(Exhibit 10.56 to Wisconsin Energy Corporation's 12/31/04 Form 10-K.)

Elm Road II Facility Lease Agreement between Elm Road Generating Station Supercritical, LLC, as Lessor, and Wisconsin Electric Power Company, as Lessee, dated as of November 9, 2004.

ER II Facility Lease Agreement between ERGS, as Lessor, and WE, as Lessee, dated as of November 9, 2004.

(Exhibit 10.57 to Wisconsin Energy Corporation's 12/31/04 Form 10-K.)

Point Beach Nuclear Plant Power Purchase Agreement between FPL Energy Point Beach, LLC and Wisconsin Electric Power Company, dated as of December 19, 2006 (the "PPA").

Point Beach PPA between FPL Energy Point Beach, LLC and WE, dated as of December 19, 2006 (the "PPA").

(Exhibit 10.1 to Wisconsin Energy Corporation's 03/31/08 Form 10-Q.)

Letter Agreement between Wisconsin Electric Power Company and FPL Energy Point Beach, LLC dated October 31, 2007, which amends the PPA.

Letter Agreement between WE and FPL Energy Point Beach, LLC dated October 31, 2007, which amends the PPA.

(Exhibit 10.45 to Wisconsin Energy Corporation's 12/31/07 Form 10-K.)

9 unchanged sentences

Subsidiaries of WEC Energy Group.

23 Consents of Experts and Counsel

Deloitte & Touche LLP – Milwaukee, WI, Consent of Independent Registered Public Accounting Firm for WEC Energy Group.

2025 Form 10-K 173

1 unchanged sentence

Number Exhibit

23 Consents of Experts and Counsel

Deloitte & Touche LLP – Milwaukee, WI, Consent of Independent Registered Public Accounting Firm for WEC Energy Group.

31 Rule 13a-14(a) / 15d-14(a) Certifications

26 unchanged sentences

(in millions) 2025 2024 2023

Operating expenses (income) $ 5.4 $ 2.5 $ ( 1.6 )

Operating expenses $ 3.6 $ 5.4 $ 2.5

Equity earnings of subsidiaries 1,819.2 1,724.2 1,502.5

20 unchanged sentences

Other comprehensive income (loss) from subsidiaries, net of tax 0.1 0.1 ( 0.5 )

Other comprehensive loss, net of tax ( 0.1 ) ( 0.9 ) ( 3.6 )

Other comprehensive income (loss), net of tax 0.2 ( 0.1 ) ( 0.9 )

Comprehensive income attributed to common shareholders $ 1,557.7 $ 1,527.1 $ 1,330.8

6 unchanged sentences

Current assets

Cash and cash equivalents $ 0.1 $ —

Accounts receivable from related parties 3.2 2.7

46 unchanged sentences

Short-term notes receivable from related parties, net 0.2 ( 47.2 ) 14.9

Issuance of long-term note receivable to WECI ( 160.0 ) — —

Other, net ( 14.7 ) — —

33 unchanged sentences

152.5 127.2 93.7

ATC Holding 104.6 86.8 74.9

WG 100.0 80.0 171.0

ATC Holding 73.9 104.6 86.8

UMERC 23.0 15.0 21.0

Bluewater 20.0 — —

WEC Investments, LLC 4.3 — —

Total $ 1,150.0 $ 792.4 $ 935.7

4 unchanged sentences

(in millions)

2026 $ 1,350.0

Thereafter 1,550.0

22 unchanged sentences

Other guarantees (4)

11.3 — — 11.3

Total guarantees $ 506.6 $ 152.0 $ 41.1 $ 313.5

69 unchanged sentences

Bie, Director

CULVER February 21, 2025

Culver, Director

CUNNINGHAM February 20, 2026

23 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures