NYSE: DUK Duke Energy CORP 8-K

Duke Energy raises $2B via equity units with 7.75% yield, mandatory stock purchase by Aug 2029

Filed August 13, 2026 · Period ending August 10, 2026 · ~2 min read

Key Changes

high

Issued 40M equity units at $50 each ($2B gross), including full exercise of 5M-unit over-allotment. Each unit comprises a mandatory stock purchase contract settling Aug 2029 and fractional interests in 2032/2036 remarketable senior notes.

Item 8.01 verify on EDGAR →
high

Stock purchase contracts obligate holders to buy 0.3301–0.4126 shares per unit for $50 cash by Aug 2029. Settlement rate depends on stock price: max shares if ≤$121.18 (pricing-day close), min shares if ≥$151.47 (25% appreciation threshold).

Exhibit 99.1 view on EDGAR →
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Units pay 7.75% annual distributions: 2.90% from contract adjustment payments (quarterly, deferrable with 7.75% compounding on deferrals) plus 4.85% from remarketable senior notes (2032 and 2036 maturities).

Item 8.01 verify on EDGAR →
medium

Remarketable senior notes pledged as collateral to secure holders' stock purchase obligations. Notes will be remarketed before Aug 2029 settlement date, subject to terms in the prospectus supplement.

Item 8.01 verify on EDGAR →
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Net proceeds approximately $1.97B after underwriting discounts (with full over-allotment exercise). Use of proceeds not disclosed in the filing.

Exhibit 99.1 view on EDGAR →

Summary

Duke Energy completed a $2 billion equity units offering on August 10, 2026, selling 40 million Corporate Units at $50 each through an underwriting syndicate led by Barclays, BofA Securities, and Mizuho.

The structure is a forward equity commitment: each unit obligates the holder to purchase Duke common stock for $50 by August 1, 2029, with the number of shares delivered ranging from 0.3301 to 0.4126 depending on the stock price at settlement.

Holders receive the maximum share count if the stock trades at or below the $121.18 reference price (approximately the pricing-day close), and the minimum count if the stock reaches or exceeds $151.47 (a 25% appreciation threshold). Until settlement, units pay 7.75% annual distributions—2.90% from quarterly contract adjustment payments (which Duke can defer with 7.75% compounding) and 4.85% from interest on the embedded remarketable senior notes maturing in 2032 and 2036. The notes are pledged as collateral to secure the stock purchase obligations and will be remarketed before the 2029 settlement date. For existing shareholders, this is dilutive equity financing deferred to 2029. The mandatory conversion ensures Duke will issue between 13.2 million and 16.5 million new shares in three years, depending on the stock's performance. The 7.75% distribution rate is above Duke's current common dividend yield, reflecting the forward commitment and the notes' collateral role. Net proceeds of approximately $1.97 billion (after underwriting fees) were not allocated to specific uses in the filing, though Duke's regulated utility business typically deploys capital into grid infrastructure and generation investments. The structure allows Duke to raise equity capital now while deferring share issuance, a common approach for utilities managing rate-base growth and balance-sheet metrics.

Section-by-Section Diff

Event · Item 8.01 — Other Events

~800 words

Duke Energy issued $2 billion in equity units, each obligating holders to purchase common stock by Aug 2029 while paying 7.75% annual distributions.

3 Added

Added Corporate Unit structure high

Added in current filing · verify on EDGAR →

Each Corporate Unit has a stated amount of $50 and is comprised of (i) a purchase contract (each, a “stock purchase contract”) which will obligate the holder to purchase from the Company, no later than August 1, 2029, a certain number of shares of the Company’s common stock, $0.001 par value (the “Common Stock”), for $50 in cash; (ii) a 1/40 undivided beneficial ownership interest in $1,000 principal amount of the Company’s 4.85% Remarketable Senior Notes due 2032 (the “2032 RSNs”); and (iii) a 1/40 undivided beneficial ownership interest in $1,000 principal amount of the Company’s 4.85% Remarketable Senior Notes due 2036 (the “2036 RSNs”

Each Corporate Unit consists of three components: a mandatory stock purchase contract requiring the holder to buy Duke common stock for $50 by August 1, 2029; a fractional interest in 2032 remarketable senior notes paying 4.85%; and a fractional interest in 2036 remarketable senior notes also paying 4.85%. This structure creates a forward equity commitment while providing current income to holders.

Added Distribution rate and composition medium

Added in current filing · verify on EDGAR →

Total annual distributions on the Corporate Units will be at the rate of 7.75% of the stated amount, consisting of quarterly contract adjustment payments under the stock purchase contracts in the amount of 2.90% per year and interest on the RSNs in the amount of 4.85% per year.

The Corporate Units pay total annual distributions of 7.75% on the $50 stated amount, split between 2.90% per year from contract adjustment payments on the stock purchase contracts and 4.85% per year from interest on the remarketable senior notes. This provides holders with quarterly income until the mandatory stock purchase in 2029.

Added Collateral pledge arrangement medium

Added in current filing · verify on EDGAR →

Under the terms of the Purchase Contract and Pledge Agreement, the RSNs are pledged as collateral to secure the obligations of the holders of the Corporate Units to purchase the shares of Common Stock under the stock purchase contracts that form a part of the Corporate Units. The RSNs will be remarketed, subject to certain terms and conditions, prior to the applicable stock purchase contract settlement date

The remarketable senior notes embedded in each Corporate Unit are pledged as collateral to secure the holder's obligation to purchase Duke common stock by August 2029. The notes will be remarketed before the stock purchase settlement date, subject to certain conditions. This structure ensures holders fulfill their stock purchase obligations.

Event · Exhibit 99.1

~24,200 words View exhibit on EDGAR ↗

4 Added

Added Equity Units Offering high

Added in current filing · view on EDGAR → · paraphrased

Duke Energy CORP (DUK) Filing: 8-K filed 2026-08-13 (period 2026-08-10)

Duke Energy Corporation entered into an underwriting agreement on August 10, 2026, to issue and sell 35,000,000 Equity Units (initially in the form of Corporate Units) at $50.00 per unit, raising $1,750,000,000 in aggregate proceeds. The underwriters have an option to purchase up to an additional 5,000,000 units to cover over-allotments, which could bring total proceeds to $7M. Each Equity Unit consists of a purchase contract to buy common stock on August 1, 2029, and undivided beneficial ownership interests in two series of remarketable senior notes (2032 RSNs and 2036 RSNs).

Added Remarketable Senior Notes Terms medium

Added in current filing · view on EDGAR →

Interest Rate on the 2032 RSNs:

4.85% (or $48.50 per year per $1,000 principal amount of 2032 RSN), subject to modification in connection with a successful remarketing as described in the Preliminary Prospectus Supplement.

C-2

Interest Rate on the 2036 RSNs:

4.85% (or $48.50 per year per $1,000 principal amount of 2036 RSN), subject to modification in connection with a successful remarketing as described in the Preliminary Prospectus Supplement.

The RSNs underlying the Equity Units carry a 4.85% interest rate for both the 2032 and 2036 series, payable quarterly on February 1, May 1, August 1, and November 1 of each year, beginning November 1, 2026. The 2032 RSNs mature on August 1, 2032, and the 2036 RSNs mature on August 1, 2036, both subject to the company's right of redemption following a failed final remarketing or upon a tax credit event.

Added Purchase Contract Settlement Terms high

Added in current filing · view on EDGAR →

Reference Price:

$50 divided by the Maximum Settlement Rate (such quotient rounded to the nearest $0.0001), which is $121.1827 and is approximately equal to the closing price of the Common Stock on The New York Stock Exchange on the Pricing Date.

Threshold Appreciation Price:

$50 divided by the Minimum Settlement Rate (such quotient rounded to the nearest $0.0001), which is $151.4693 and represents appreciation of approximately 25.00% over the Reference Price.

Minimum Settlement Rate:

0.3301 shares of Common Stock (subject to adjustment as described in the Preliminary Prospectus Supplement).

Maximum Settlement Rate:

0.4126 shares of Common Stock (subject to adjustment as described in the Preliminary Prospectus Supplement).

Each purchase contract obligates the holder to purchase common stock on August 1, 2029, for $50 in cash. The number of shares delivered will range from a minimum of 0.3301 shares to a maximum of 0.4126 shares, depending on the stock price at settlement. The reference price is $121.1827 (approximately the closing price on the pricing date), and the threshold appreciation price is $151.4693, representing 25% appreciation. Holders will receive the maximum settlement rate if the stock price is at or below the reference price, and the minimum settlement rate if the stock price is at or above the threshold appreciation price.

Added Contract Adjustment Payments medium

Added in current filing · view on EDGAR →

Contract Adjustment Payment Rate:

2.90% per year of the Stated Amount per Equity Unit, or $1.4500 per year, in respect of each purchase contract, subject to the Company’s right to defer contract adjustment payments as described in the Preliminary Prospectus Supplement.

Deferred Contract Adjustment Payments:

Deferred contract adjustment payments will accrue additional contract adjustment payments at the rate of 7.75% per year until paid, compounded quarterly on each Contract Adjustment Payment Date, to, but excluding, the Contract Adjustment Payment Date on which such Deferred Contract Adjustment Payments are paid.

Rate of Total Distributions on the Corporate Units:

7.75% per year

The purchase contracts pay contract adjustment payments at a rate of 2.90% per year ($1.45 per year per unit), payable quarterly. The company has the right to defer these payments, in which case deferred amounts will accrue additional payments at 7.75% per year, compounded quarterly. Combined with the RSN interest, the total distribution rate on the Corporate Units is 7.75% per year.