Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon such evaluation, our principal executive officer and principal financial officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective: (i) in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act; and (ii) to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our and our subsidiaries' internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation, our management concluded that our and our subsidiaries' internal control over financial reporting was effective as of December 31, 2025.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the fourth quarter of 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Report of Independent Registered Public Accounting Firm
For Deloitte & Touche LLP's Report of Independent Registered Public Accounting Firm, attesting to the effectiveness of our internal controls over financial reporting, see Section A of Item 8.
ITEM 9B. OTHER INFORMATION
During the three months ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement" (as defined in Item 408 of Regulation S-K).
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
2025 Form 10-K 166
WEC Energy Group, Inc.
Table of Contents
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE OF THE REGISTRANT
The information under "Proposal 1: Election of Directors – Terms Expiring in 2027 – 2026 Director Nominees for Election," "Annual Meeting Attendance and Voting Information – Stockholder Nominees and Proposals," "Governance – Board Committees – Audit and Oversight," and "Governance – Additional Governance Matters – Insider Trading Policy" in our Definitive Proxy Statement on Schedule 14A to be filed with the SEC for our Annual Meeting of Shareholders to be held May 7, 2026 (the "2026 Annual Meeting Proxy Statement") is incorporated herein by reference. Also see "Information about our Executive Officers" in Part I of this report.
We have adopted a written code of ethics, referred to as our Code of Business Conduct, with which all of our directors, executive officers, and employees, including the principal executive officer, principal financial officer, and principal accounting officer, must comply with. We have posted our Code of Business Conduct on our website, www.wecenergygroup.com. We have not provided any waiver to the Code for any director, executive officer, or other employee. Any amendments to, or waivers for directors and executive officers from, the Code of Business Conduct will be disclosed on our website or in a current report on Form 8-K.
Our website, www.wecenergygroup.com, also contains our Corporate Governance Guidelines and the charters of our Audit and Oversight, Corporate Governance, and Compensation Committees.
Our Code of Business Conduct, Corporate Governance Guidelines, and committee charters are also available without charge to any shareholder of record or beneficial owner of our common stock by writing to the corporate secretary, Margaret C. Kelsey, at our principal business office, 231 West Michigan Street, P.O. Box 1331, Milwaukee, Wisconsin 53201.
ITEM 11. EXECUTIVE COMPENSATION
The information under "Compensation Discussion and Analysis," "Executive Compensation Tables," "Governance – Director Compensation," and "Governance – Compensation Committee Interlocks and Insider Participation" in the 2026 Annual Meeting Proxy Statement is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The security ownership information called for by Item 12 of Form 10-K is incorporated herein by reference to this information included under "WEC Energy Group Common Stock Ownership" in the 2026 Annual Meeting Proxy Statement.
Equity Compensation Plan Information
The following table sets forth information about our equity compensation plans as of December 31, 2025:
Plan Type Number of Securities
to be Issued
Upon Exercise of
Outstanding Options,
Warrants, and Rights
(a) Weighted Average
Exercise Price of
Outstanding Options,
Warrants, and Rights
(b) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
(Excluding Shares Reflected in Column (a))
(c)
Equity Compensation Plans Approved by Security Holders 2,568,777 $ 86.66 6,503,836 (1)
Equity Compensation Plans Not Approved by Security Holders N/A N/A N/A
Total 2,568,777 $ 86.66 6,503,836
(1) Includes shares available for future issuance under our Omnibus Stock Incentive Plan, all of which could be granted as awards of stock options, stock appreciation rights, performance units, restricted stock, or other stock based awards.
2025 Form 10-K 167
WEC Energy Group, Inc.
Table of Contents
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information under "Governance – Additional Governance Matters – Related Party Transactions," "Proposal 1: Election of Directors – Terms Expiring in 2027 – Board Composition – Independence," and "Governance – Board Committees" in the 2026 Annual Meeting Proxy Statement is incorporated herein by reference. A full description of the guidelines our Board uses to determine director independence is located in Appendix A of our Corporate Governance Guidelines, which can be found on the Corporate Governance section of our Company's website at www.wecenergygroup.com/govern/governance.htm.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information regarding the fees paid to, and services performed by, our independent auditors and the pre-approval policy of our AOC under "Proposal 2: Ratification of Deloitte & Touche LLP as Independent Auditors for 2026 – Independent Auditors' Fees and Services" in the 2026 Annual Meeting Proxy Statement is incorporated herein by reference.
2025 Form 10-K 168
WEC Energy Group, Inc.
Table of Contents
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
1. Financial Statements and Reports of Independent Registered Public Accounting Firm Included in Part II of This Report
Description Page in 10-K
Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34 )
84
Consolidated Income Statements for the three years ended December 31, 2025, 2024, and 2023.
87
Consolidated Statements of Comprehensive Income for the three years ended December 31, 2025, 2024, and 2023.
88
Consolidated Balance Sheets at December 31, 2025 and 2024.
89
Consolidated Statements of Cash Flows for the three years ended December 31, 2025, 2024, and 2023.
90
Consolidated Statements of Equity for the three years ended December 31, 2025, 2024, and 2023.
91
Notes to Consolidated Financial Statements.
92
2. Financial Statement Schedules Included in Part IV of This Report
Schedule I, Condensed Parent Company Financial Statements, including Income Statements, Statements of Comprehensive Income, and Statements of Cash Flows for the three years ended December 31, 2025, 2024, and 2023, and Balance Sheets as of December 31, 2025 and 2024.
175
Schedule II, Valuation and Qualifying Accounts, for the three years ended December 31, 2025, 2024, and 2023.
182
Other schedules are omitted because of the absence of conditions under which they are required or because the required information is given in the financial statements or notes thereto.
3. Exhibits and Exhibit Index
The following exhibits are filed or furnished with or incorporated by reference in the report with respect to WEC Energy Group, Inc. (File No. 001-09057). An asterisk (*) indicates that the exhibit has previously been filed with the SEC and is incorporated herein by reference. Each management contract and compensatory plan or arrangement required to be filed as an exhibit to this report pursuant to Item 15(b) of Form 10-K is identified below by two asterisks (**) following the description of the exhibit.
Number Exhibit
3 Articles of Incorporation and By-laws
3.1*
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.)
3.2*
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.)
3.3*
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.)
3.4*
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.)
2025 Form 10-K 169
WEC Energy Group, Inc.
Table of Contents
Number Exhibit
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. (See Exhibits 3.1 and 3.3 above.)
4.2*
Description of WEC Energy Group's Common Stock. (Exhibit 4.2 to WEC Energy Group's 12/31/2024 Form 10-K.)
Indentures and Securities Resolutions:
4.3*
Indenture for Debt Securities of WE (the "WE Indenture"), dated December 1, 1995. (Exhibit (4)-1 under File No. 1-1245, WE's 12/31/95 Form 10-K.)
4.4*
Securities Resolution No. 1 of WE under the WE Indenture, dated December 5, 1995. (Exhibit (4)-2 under File No. 1-1245, WE's 12/31/95 Form 10-K.)
4.5*
Securities Resolution No. 3 of WE under the WE Indenture, dated May 27, 1998. (Exhibit (4)-1 under File No. 1-1245, WE’s 06/30/98 Form 10-Q.)
4.6*
Securities Resolution No. 5 of WE under the WE Indenture, dated as of May 1, 2003. (Exhibit 4.47 filed with Post-Effective Amendment No. 1 to WE's Registration Statement on Form S-3. (File No. 333-101054), filed May 6, 2003.)
4.7*
Securities Resolution No. 7 of WE under the WE Indenture, dated as of November 2, 2006. (Exhibit 4.1 under File No. 1-1245, WE's 11/02/06 Form 8-K.)
4.8*
Securities Resolution No. 12 of WE under the WE Indenture, dated as of December 5, 2012. (Exhibit 4.1 under File No. 1-1245, WE's 12/05/12 Form 8-K.)
4.9*
Securities Resolution No. 14 of WE under the WE Indenture, dated as of May 12, 2014. (Exhibit 4.1 under File No. 1-1245, WE's 05/12/14 Form 8-K.)
4.10*
Securities Resolution No. 16 of WE under the WE Indenture, dated as of November 13, 2015. (Exhibit 4.1 under File No. 1-1245, WE's 11/13/15 Form 8-K.)
4.11*
Securities Resolution No. 17 of WE under the WE Indenture, dated as of October 1, 2018. (Exhibit 4.1 under File No. 1-1245, WE's 10/01/18 Form 8-K.)
4.12*
Securities Resolution No. 19 of WE under the WE Indenture, dated as of June 8, 2021. (Exhibit 4.1 under File No. 1-1245, WE's 06/15/21 Form 8-K.)
4.13*
Securities Resolution No. 20 of WE under the WE Indenture, dated as of September 14, 2022. (Exhibit 4.1 under File No. 1-1245, WE's 09/22/22 Form 8-K.)
4.14*
Securities Resolution No. 21 of WE under the WE Indenture, dated as of May 7, 2024. (Exhibit 4.1 under File No. 1-1245, WE's 05/14/2024 Form 8-K.)
4.15*
Securities Resolution No. 22 of WE under the WE Indenture, dated as of September 9, 2024. (Exhibit 4.1 under File No. 1-1245, WE's 09/13/2024 Form 8-K.)
4.16*
Securities Resolution No. 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.)
4.17*
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.)
4.18*
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. (as successor to First National Bank of Chicago), as Trustee. (Exhibit 4.46 to Wisconsin Energy Corporation's 03/25/99 Form 8-K.)
4.19*
Securities Resolution No. 4 of Wisconsin Energy Corporation under the Wisconsin Energy Indenture, dated as of March 17, 2003. (Exhibit 4.12 filed with Post-Effective Amendment No. 1 to Wisconsin Energy Corporation's Registration Statement on Form S-3 (File No. 333-69592), filed March 20, 2003.)
2025 Form 10-K 170
WEC Energy Group, Inc.
Table of Contents
Number Exhibit
4.20*
Securities Resolution No. 10 of WEC Energy Group under the Wisconsin Energy Indenture, effective as of October 5, 2020. (Exhibit 4.1 to WEC Energy Group's 10/05/20 Form 8-K.)
4.21*
Securities Resolution No. 12 of WEC Energy Group under the Wisconsin Energy Indenture, dated as of December 6, 2021. (Exhibit 4.1 to WEC Energy Group's 12/13/21 Form 8-K.)
4.22*
Securities Resolution No. 13 of WEC Energy Group under the Wisconsin Energy Indenture, dated as of September 22, 2022. (Exhibit 4.1 to WEC Energy Group's 9/27/22 Form 8-K.)
4.23*
Securities Resolution No. 14 of WEC Energy Group under the Wisconsin Energy Indenture, dated as of January 9, 2023. (Exhibit 4.1 to WEC Energy Group's 01/11/23 Form 8-K.)
4.24*
Securities Resolution No. 15 of WEC Energy Group under the Wisconsin Energy Indenture, dated as of September 5, 2023. (Exhibit 4.1 to WEC Energy Group's 09/12/23 Form 8-K.)
4.25*
Securities Resolution No. 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.)
4.26*
Securities Resolution No. 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.)
4.27*
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.)
4.28*
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.)
4.29*
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.)
4.30*
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.)
4.31*
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. 1-3016).
4.32*
First Supplemental Indenture, dated as of December 1, 1998, between WPS and Firstar Bank Milwaukee, N.A., National Association (Exhibit 4C to Form 8-K filed December 18, 1998) (File No. 1-3016).
4.33*
Fifth Supplemental Indenture, dated as of December 1, 2006, by and between WPS and U.S. Bank National Association (Exhibit 4.1 to Form 8-K filed November 30, 2006) (File No. 1-3016).
4.34*
Ninth Supplemental Indenture, dated as of December 1, 2012, by and between WPS and U.S. Bank National Association (Exhibit 4.1 to Form 8-K filed November 29, 2012) (File No. 1-3016).
4.35*
Tenth Supplemental Indenture, dated as of November 1, 2013, by and between WPS and U.S. Bank National Association (Exhibit 4.1 to Form 8-K filed November 18, 2013) (File No. 1-3016).
4.36*
Thirteenth Supplemental Indenture, dated as of August 14, 2019, by and between WPS and U.S. Bank National Association (Exhibit 4.1 to Form 8-K filed August 14, 2019) (File No. 1-3016).
4.37*
Fourteenth Supplemental Indenture, dated as of November 18, 2021, by and between WPS and U.S. Bank National Association (Exhibit 4.1 to Form 8-K filed November 18, 2021) (File No. 1-3016).
4.38*
Sixteenth Supplemental Indenture, dated as of December 6, 2024, 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 December 6, 2024) (File No. 1-3016).
2025 Form 10-K 171
WEC Energy Group, Inc.
Table of Contents
Number Exhibit
4.39*
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. 1-3016).
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. The Registrant agrees pursuant to Item 601(b)(4) of Regulation S-K to furnish to the Securities and Exchange Commission, upon request, a copy of all such agreements and instruments.
10 Material Contracts
10.1*
WEC Energy Group Supplemental Pension Plan, Amended and Restated Effective as of January 1, 2018.**
10.2*
Legacy Wisconsin Energy Corporation Executive Deferred Compensation Plan, Amended and Restated as of January 1, 2018.**
10.3*
WEC Energy Group Executive Deferred Compensation Plan, Amended and Restated Effective as of January 1, 2018.**
10.4*
Amendment dated as of December 20, 2023 to the WEC Energy Group Executive Deferred Compensation Plan, Amended and Restated Effective as of January 1, 2018.** (Exhibit 10.4 to WEC Energy Group's 12/31/2023 Form 10-K.)**
10.5*
Legacy Wisconsin Energy Corporation Directors' Deferred Compensation Plan, Amended and Restated Effective as of January 1, 2017. (Exhibit 10.4 to WEC Energy Group's 12/31/16 Form 10-K.)**
10.6*
WEC Energy Group Directors' Deferred Compensation Plan, Amended and Restated Effective as of January 1, 2017. (Exhibit 10.5 to WEC Energy Group's 12/31/16 Form 10-K.)**
10.7*
WEC Energy Group Non-Qualified Retirement Savings Plan, Amended and Restated Effective as of January 1, 2018.**
10.8*
WEC Energy Group Supplemental Long Term Disability Plan, Amended and Restated Effective as of January 1, 2017.**
10.9*
WEC Energy Group Short-Term Performance Plan, Amended and Restated Effective as of January 1, 2019.**
10.10*
Wisconsin Energy Corporation 2014 Rabbi Trust by and between Wisconsin Energy Corporation and The Northern Trust Company dated February 23, 2015, regarding the trust established to provide a source of funds to assist in meeting the liabilities under various nonqualified deferred compensation plans made between Wisconsin Energy Corporation or its subsidiaries and various plan participants. (Exhibit 10.13 to Wisconsin Energy Corporation's 12/31/14 Form 10K.)**
10.11*
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.)**
10.12*
Letter Agreement by and between Wisconsin Energy Corporation and Robert Garvin, dated January 31, 2011. (Exhibit 10.1 to Wisconsin Energy Corporation's 03/31/11 Form 10-Q.)**
10.13*
Letter Agreement by and between WEC Energy Group and Margaret C. Kelsey, dated as of July 19, 2017. (Exhibit 10.1 to WEC Energy Group's 09/30/17 Form 10-Q.)**
10.14*
Retention Agreement by and between WEC Energy Group and Scott J. Lauber, dated February 21, 2022. (Exhibit 10.16 to WEC Energy Group's 12/31/21 Form 10-K.)**
10.15*
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.)**
2025 Form 10-K 172
WEC Energy Group, Inc.
Table of Contents
Number Exhibit
10.16.1*
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.)**
10.16.2*
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.)**
10.17*
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.)**
10.18*
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. (Exhibit 10.29 to WEC Energy Group's 12/31/15 Form 10-K.)**
10.19*
Non-Qualified Stock Option Award Terms and Conditions under the WEC Energy Group Omnibus Stock Incentive Plan. (Exhibit 10.2 to WEC Energy Group's 06/30/21 Form 10-Q.)**
10.20*
Restricted Stock Award Terms and Conditions under the WEC Energy Group Omnibus Stock Incentive Plan. (Exhibit 10.3 to WEC Energy Group's 06/30/21 Form 10-Q.)**
10.21*
Director Restricted Stock Award Terms and Conditions under the WEC Energy Group Omnibus Stock Incentive Plan. (Exhibit 10.5 to WEC Energy Group's 06/30/21 Form 10-Q.)**
10.22*
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. 001-01245).)
10.23*
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. 001-01245).)
10.24*
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.)
10.25*
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.)
10.26*
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.)
10.27*
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.)
10.28*
Integrys Energy Group, Inc. Deferred Compensation Plan, as Amended and Restated Effective January 1, 2016. (Exhibit 10.1 to WEC Energy Group's 06/30/16 Form 10-Q.)**
10.29*
Integrys Energy Group, Inc. Pension Restoration and Supplemental Retirement Plan, as Amended and Restated Effective January 1, 2017. (Exhibit 10.1 to WEC Energy Group's 06/30/17 Form 10-Q.)**
19 Insider Trading Policies and Procedures
19.1
Corporate Securities Trading Policy.
21 Subsidiaries of the Registrant
21.1
Subsidiaries of WEC Energy Group.
23 Consents of Experts and Counsel
23.1
Deloitte & Touche LLP – Milwaukee, WI, Consent of Independent Registered Public Accounting Firm for WEC Energy Group.
2025 Form 10-K 173
WEC Energy Group, Inc.
Table of Contents
Number Exhibit
31 Rule 13a-14(a) / 15d-14(a) Certifications
31.1
Certification Pursuant to Rule 13a-14(a) or 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification Pursuant to Rule 13a-14(a) or 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 Section 1350 Certifications
32.1
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97 Policy Relating to Recovery of Erroneously Awarded Compensation
97.1*
Incentive-Based Compensation Clawback Policy ("Rule 10D-1 Policy"). (Exhibit 97.1 to WEC Energy Group's 12/31/2023 Form 10-K.)**
101 Interactive Data File
101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH Inline XBRL Taxonomy Extension Schema
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB Inline XBRL Taxonomy Extension Label Linkbase
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase
104 Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101)
ITEM 16. FORM 10-K SUMMARY
None.
2025 Form 10-K 174
WEC Energy Group, Inc.
Table of Contents
SCHEDULE I
CONDENSED PARENT COMPANY FINANCIAL STATEMENTS
WEC ENERGY GROUP, INC. (PARENT COMPANY ONLY)
A. INCOME STATEMENTS
Year Ended December 31
(in millions) 2025 2024 2023
Operating expenses $ 3.6 $ 5.4 $ 2.5
Equity earnings of subsidiaries 1,819.2 1,724.2 1,502.5
Other income, net 26.5 32.0 19.6
Interest expense 399.3 333.6 260.8
Gain on debt extinguishments — ( 23.1 ) —
Income before income taxes 1,442.8 1,440.3 1,258.8
Income tax benefit 114.7 86.9 72.9
Net income attributed to common shareholders $ 1,557.5 $ 1,527.2 $ 1,331.7
The accompanying Notes to Condensed Parent Company Financial Statements are an integral part of these financial statements.
2025 Form 10-K 175
WEC Energy Group, Inc.
Table of Contents
B. STATEMENTS OF COMPREHENSIVE INCOME
Year Ended December 31
(in millions) 2025 2024 2023
Net income attributed to common shareholders $ 1,557.5 $ 1,527.2 $ 1,331.7
Other comprehensive income (loss), net of tax
Derivatives accounted for as cash flow hedges
Reclassification of realized derivative gains to net income, net of tax ( 0.2 ) ( 0.3 ) ( 0.3 )
Defined benefit plans
Pension and OPEB adjustments arising during the period, net of tax 0.2 — ( 0.2 )
Amortization of pension and OPEB costs included in net periodic benefit cost, net of tax 0.1 0.1 0.1
Defined benefit plans, net 0.3 0.1 ( 0.1 )
Other comprehensive income (loss) from subsidiaries, net of tax 0.1 0.1 ( 0.5 )
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
The accompanying Notes to Condensed Parent Company Financial Statements are an integral part of these financial statements.
2025 Form 10-K 176
WEC Energy Group, Inc.
Table of Contents
C. BALANCE SHEETS
At December 31
(in millions) 2025 2024
Assets
Current assets
Cash and cash equivalents $ 0.1 $ —
Accounts receivable from related parties 3.2 2.7
Notes receivable from related parties 63.0 63.2
Prepaid income taxes 14.9 16.3
Current assets 81.2 82.2
Long-term assets
Investments in subsidiaries 22,222.1 19,809.0
Note receivable from WECI 460.0 300.0
Other 56.0 23.2
Long-term assets 22,738.1 20,132.2
Total assets $ 22,819.3 $ 20,214.4
Liabilities and Equity
Current liabilities
Short-term debt $ 702.9 $ 382.7
Current portion of long-term debt 1,350.0 620.0
Accounts payable to related parties 5.0 3.1
Notes payable to related parties 778.4 580.9
Other 69.5 69.4
Current liabilities 2,905.8 1,656.1
Long-term liabilities
Long-term debt 6,280.2 6,135.4
Other 19.7 28.0
Long-term liabilities 6,299.9 6,163.4
Common shareholders' equity 13,613.6 12,394.9
Total liabilities and equity $ 22,819.3 $ 20,214.4
The accompanying notes to Condensed Parent Company Financial Statements are an integral part of these financial statements.
2025 Form 10-K 177
WEC Energy Group, Inc.
Table of Contents
D. STATEMENTS OF CASH FLOWS
Year Ended December 31
(in millions) 2025 2024 2023
Operating activities
Net income attributed to common shareholders $ 1,557.5 $ 1,527.2 $ 1,331.7
Reconciliation to cash provided by operating activities
Equity income in subsidiaries, net of distributions ( 669.2 ) ( 931.8 ) ( 566.8 )
Deferred income taxes, net ( 21.5 ) ( 2.1 ) ( 3.8 )
Gain on debt extinguishments — ( 23.1 ) —
Change in –
Accounts receivable from related parties ( 0.5 ) — ( 2.0 )
Prepaid income taxes 1.4 ( 16.3 ) 35.4
Other current assets — 0.2 ( 0.1 )
Accounts payable to related parties 1.9 0.2 0.9
Accrued interest 1.3 ( 3.6 ) 42.1
Other current liabilities ( 0.8 ) ( 0.6 ) ( 0.7 )
Other, net 18.4 15.5 14.4
Net cash provided by operating activities 888.5 565.6 851.1
Investing activities
Capital contributions to subsidiaries ( 2,277.7 ) ( 1,273.9 ) ( 1,807.4 )
Return of capital from subsidiaries 537.9 846.6 175.2
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 ) — —
Net cash used in investing activities ( 1,914.3 ) ( 474.5 ) ( 1,617.3 )
Financing activities
Exercise of stock options 39.1 23.7 6.3
Issuance of common stock, net 761.9 163.4 —
Purchase of common stock ( 1.3 ) ( 3.2 ) ( 16.6 )
Dividends paid on common stock ( 1,147.8 ) ( 1,056.2 ) ( 984.2 )
Issuance of long-term debt 1,500.0 2,475.0 2,050.0
Retirement of long-term debt ( 620.0 ) ( 1,473.7 ) ( 700.0 )
Change in commercial paper 320.2 ( 314.3 ) 297.3
Short-term notes payable to related parties, net 197.5 121.3 127.1
Payments for debt extinguishment and issuance costs ( 23.7 ) ( 27.0 ) ( 13.3 )
Other, net — ( 0.1 ) ( 0.4 )
Net cash provided by (used in) financing activities 1,025.9 ( 91.1 ) 766.2
Net change in cash and cash equivalents 0.1 — —
Cash and cash equivalents at beginning of year — — —
Cash and cash equivalents at end of year $ 0.1 $ — $ —
The accompanying Notes to Condensed Parent Company Financial Statements are an integral part of these financial statements.
2025 Form 10-K 178
WEC Energy Group, Inc.
Table of Contents
SCHEDULE I
CONDENSED PARENT COMPANY FINANCIAL STATEMENTS
WEC ENERGY GROUP, INC. (PARENT COMPANY ONLY)
E. NOTES TO PARENT COMPANY FINANCIAL STATEMENTS
NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
For Parent Company only presentation, investments in subsidiaries are accounted for using the equity method. We use the cumulative earnings approach for classifying distributions received in the statements of cash flows.
The condensed Parent Company financial statements and notes should be read in conjunction with the consolidated financial statements and notes of WEC Energy Group, Inc. appearing in this Annual Report on Form 10-K.
NOTE 2—CASH DIVIDENDS RECEIVED FROM SUBSIDIARIES
Dividends received from our subsidiaries during the years ended December 31 were as follows:
(in millions) 2025 2024 2023
WE $ 600.0 $ 240.0 $ 370.0
We Power 175.6 225.3 192.8
WECI (1)
152.5 127.2 93.7
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 — —
Wispark (2)
0.7 0.3 0.4
Total $ 1,150.0 $ 792.4 $ 935.7
(1) We also received amounts classified as return of capital of $ 534.5 million, $ 843.9 million, and $ 171.6 million from WECI during the years ended December 31, 2025, 2024, and 2023, respectively.
(2) We also received amounts classified as return of capital of $ 2.9 million, $ 2.7 million, and $ 3.6 million from Wispark during the years ended December 31, 2025, 2024, and 2023, respectively.
NOTE 3—LONG-TERM DEBT
The following table shows the future maturities of our long-term debt outstanding as of December 31, 2025:
(in millions)
2026 $ 1,350.0
2027 1,762.5
2028 1,850.0
2029 862.5
2030 300.0
Thereafter 1,550.0
Total $ 7,675.0
WECC is our subsidiary and has $ 50.0 million of long-term notes outstanding. In a Support Agreement between WECC and us, we agreed to make sufficient liquid asset contributions to WECC to permit WECC to service its debt obligations as they become due.
2025 Form 10-K 179
WEC Energy Group, Inc.
Table of Contents
NOTE 4—FAIR VALUE MEASUREMENTS
The following table shows the financial instruments included on our balance sheets that are not recorded at fair value as of December 31:
2025 2024
(in millions) Carrying Amount Fair Value Carrying Amount Fair Value
Long-term notes receivable from WECI $ 460.0 $ 464.6 $ 300.0 $ 300.0
Long-term debt, including current portion 7,630.2 7,922.9 6,755.4 6,776.0
The fair value of our long-term notes receivable and long-term debt are categorized within Level 2 of the fair value hierarchy.
NOTE 5—GUARANTEES
The following table shows our outstanding guarantees on behalf of our subsidiaries:
Total Amounts Committed at December 31, 2025 Expiration
(in millions)
Less Than 1 Year 1 to 3 Years Over 3 Years
Guarantees supporting business operations (1)
$ 309.6 $ 74.9 $ 11.0 $ 223.7
Standby letters of credit (2)
140.9 30.7 30.0 80.2
Surety bonds (3)
46.5 46.4 0.1 —
Other guarantees (4)
9.6 — — 9.6
Total guarantees $ 506.6 $ 152.0 $ 41.1 $ 313.5
(1) Consists of $ 233.5 million, $ 39.0 million, $ 17.0 million, $ 10.1 million, $ 6.0 million, and $ 4.0 million of guarantees to support the business operations of WECI, MERC, MGU, Bluewater, NSG, and UMERC, respectively.
(2) At our request or the request of our subsidiaries, financial institutions have issued standby letters of credit for the benefit of third parties that have extended credit to our subsidiaries. These amounts are not reflected on our balance sheets.
(3) Primarily for environmental remediation, workers compensation self-insurance programs, and obtaining various licenses, permits, and rights-of-way. These amounts are not reflected on our balance sheets.
(4) Related to workers compensation coverage for which a liability was recorded on our balance sheets.
NOTE 6—SUPPLEMENTAL CASH FLOW INFORMATION
(in millions) 2025 2024 2023
Cash paid for interest $ 382.8 $ 324.2 $ 209.1
Cash received for income taxes, net ( 92.9 ) ( 66.7 ) ( 104.5 )
Significant non-cash equity transaction:
Issuance of long-term note receivable to WECI — 300.0 430.0
Repayment of long-term note receivable to WECI — 430.0 —
NOTE 7—SHORT-TERM NOTES RECEIVABLE FROM RELATED PARTIES
The following table shows our outstanding short-term notes receivable from related parties as of December 31:
(in millions) 2025 2024
UMERC $ 62.9 $ 63.2
Wispark 0.1 —
Total $ 63.0 $ 63.2
2025 Form 10-K 180
WEC Energy Group, Inc.
Table of Contents
NOTE 8—SHORT-TERM NOTES PAYABLE TO RELATED PARTIES
The following table shows our outstanding short-term notes payable to related parties as of December 31:
(in millions) 2025 2024
Integrys $ 515.3 $ 327.0
WECC 112.0 111.1
WBS 97.3 90.4
Bluewater 53.8 52.4
Total $ 778.4 $ 580.9
2025 Form 10-K 181
WEC Energy Group, Inc.
Table of Contents
SCHEDULE II
WEC ENERGY GROUP, INC.
VALUATION AND QUALIFYING ACCOUNTS
Allowance for Doubtful Accounts
(in millions)
Balance at Beginning of Period Expense (1)
Deferral Net
Write-offs (2)
Balance at End of Period
December 31, 2025 $ 162.8 $ 142.8 $ ( 23.8 ) $ ( 133.1 ) $ 148.7
December 31, 2024 $ 193.5 $ 104.9 $ 35.8 $ ( 171.4 ) $ 162.8
December 31, 2023 199.3 72.0 88.3 ( 166.1 ) 193.5
(1) Net of recoveries.
(2) Represents amounts written off to the reserve, net of adjustments to regulatory assets.
2025 Form 10-K 182
WEC Energy Group, Inc.
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
WEC ENERGY GROUP, INC.
By /s/ SCOTT J. LAUBER
Date: February 20, 2026 Scott J. Lauber
President and Chief Executive Officer
2025 Form 10-K 183
WEC Energy Group, Inc.
Table of Contents
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ SCOTT J. LAUBER February 20, 2026
Scott J. Lauber, President and Chief Executive Officer, and Director --
Principal Executive Officer
/s/ XIA LIU February 20, 2026
Xia Liu, Executive Vice President and Chief Financial Officer --
Principal Financial Officer
/s/ WILLIAM J. GUC February 20, 2026
William J. Guc, Vice President and Controller --
Principal Accounting Officer
/s/ GALE E. KLAPPA February 20, 2026
Gale E. Klappa, Non-Executive Chairman of the Board
/s/ WARNER L. BAXTER February 20, 2026
Warner L. Baxter, Director
/s/ AVE M. BIE February 20, 2026
Ave M. Bie, Director
/s/ DANNY L. CUNNINGHAM February 20, 2026
Danny L. Cunningham, Director
/s/ WILLIAM M. FARROW, III February 20, 2026
William M. Farrow, III, Director
/s/ CRISTINA A. GARCIA-THOMAS February 20, 2026
Cristina A. Garcia-Thomas, Director
/s/ MARIA C. GREEN February 20, 2026
Maria C. Green, Director
/s/ THOMAS K. LANE February 20, 2026
Thomas K. Lane, Independent Lead Director
/s/ JOHN D. LANGE February 20, 2026
John D. Lange, Director
/s/ ULICE PAYNE, JR. February 20, 2026
Ulice Payne, Jr., Director
/s/ MARY ELLEN STANEK February 20, 2026
Mary Ellen Stanek, Director
/s/ GLEN E. TELLOCK February 20, 2026
Glen E. Tellock, Director
2025 Form 10-K 184
WEC Energy Group, Inc.