Please wait
false 0001326160 0001094093 false 8-K 2026-03-03 false false false false false 0000037637 false 8-K 2026-03-03 false false false false false 0001326160 2026-03-03 2026-03-03 0001326160 duk:ProgressEnergyMember 2026-03-03 2026-03-03 0001326160 duk:DukeEnergyFloridaMember 2026-03-03 2026-03-03 0001326160 us-gaap:CommonStockMember 2026-03-03 2026-03-03 0001326160 duk:JuniorSubordinatedDebentures5.625CouponDueSeptember2078Member 2026-03-03 2026-03-03 0001326160 duk:DepositoryShareMember 2026-03-03 2026-03-03 0001326160 duk:Percentage310seniornotesdue2028Member 2026-03-03 2026-03-03 0001326160 duk:Percentage385seniornotesdue2034Member 2026-03-03 2026-03-03 0001326160 duk:ThreepointsevenfivepercentSeniorNotesdue2031Member 2026-03-03 2026-03-03 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 3, 2026

 

Commission File
Number

Exact Name of Registrant as Specified in its Charter, State or other
Jurisdiction of Incorporation,
Address of Principal Executive Offices, Zip Code, and Registrant's
Telephone Number, Including Area Code

IRS Employer
Identification No.
   
1-32853

DUKE ENERGY CORPORATION

(a Delaware corporation)

525 South Tryon Street

Charlotte, North Carolina 28202

800-488-3853

 

20-2777218
1-15929

PROGRESS ENERGY, INC.

(a North Carolina corporation)

411 Fayetteville Street

Raleigh, North Carolina 27601

800-488-3853

 

56-2155481
1-3274 DUKE ENERGY FLORIDA, LLC

(a Florida limited liability company)

299 First Avenue North

St. Petersburg, Florida 33701

800-488-3853

59-0247770

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

 

Registrant Title of each class Trading
Symbol(s)
Name of each exchange on
which registered
Duke Energy Common Stock, $0.001 par value DUK New York Stock Exchange LLC
Duke Energy 5.625% Junior Subordinated Debentures due September 15, 2078 DUKB New York Stock Exchange LLC
Duke Energy Depositary Shares each representing a 1/1,000th interest in a share of 5.75% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share DUK PR A New York Stock Exchange LLC
Duke Energy 3.10% Senior Notes due 2028 DUK 28A New York Stock Exchange LLC
Duke Energy 3.85% Senior Notes due 2034 DUK 34 New York Stock Exchange LLC
Duke Energy 3.75% Senior Notes due 2031 DUK 31A New York Stock Exchange LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Introductory Note.

 

On March 3, 2026, Duke Energy Corporation (“Duke Energy”), along with certain of its subsidiaries, consummated the initial closing (the “First Closing”) of an indirect minority investment in Duke Energy Florida, LLC by an affiliate of Brookfield Super-Core Infrastructure Partners.

 

Pursuant to the previously announced Investment Agreement (the “Investment Agreement”), dated August 4, 2025, by and among Progress Energy, Inc. (“Progress Energy”) and Florida Progress, LLC (“Florida Progress”), Duke Energy and Peninsula Power Holdings L.P. (“Investor”), at the First Closing on March 3, 2026, Florida Progress issued and sold to Investor a number of Florida Progress membership interests equal to 9.2% of the Florida Progress membership interests issued and outstanding immediately after the First Closing in exchange for approximately $2.8 billion. The First Closing will be followed by additional closings, with the following subsequent investments occurring no later than on the following timeline: (i) Investor will invest an additional $200 million in Florida Progress no later than December 31, 2026; (ii) Investor will invest an additional $500 million in Florida Progress no later than June 30, 2027; (iii) Investor will invest an additional $1.5 billion in Florida Progress no later than December 31, 2027; and (iv) Investor will invest an additional $1 billion in Florida Progress no later than June 30, 2028. Investor’s ownership interest in Florida Progress will proportionally increase with each such investment that is made by Investor.

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On March 3, 2026, in connection with the First Closing, Investor, Florida Progress and Progress Energy entered into an Amended and Restated Limited Liability Company Operating Agreement of Florida Progress (the “LLC Agreement”). The LLC Agreement, among other things, establishes the general framework governing the relationship between Investor and Progress Energy, and their respective successors and transferees, as members of Florida Progress and will provide Investor with limited governance rights commensurate with its eventual anticipated 19.7% ownership. Under the LLC Agreement, following the First Closing, the board of managers of Florida Progress will consist of eleven managers, two nominated by Investor and nine nominated by Progress Energy. The LLC Agreement contains certain investor protections, including (1) requiring Investor approval or the affirmative vote of a manager nominated by Investor for Florida Progress to make certain major decisions and (2) providing Investor with the right to require Progress Energy to acquire Investor’s membership interests in Florida Progress under certain specified circumstances (in each case, subject to certain minimum ownership thresholds). Certain transfer restrictions and other transfer rights apply to Investor and Progress Energy under the LLC Agreement.

 

The foregoing summary of the LLC Agreement and the transactions contemplated thereby are subject to, and qualified in their entirety by, the full terms of the LLC Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

Item 2.01. Completion of Acquisition or Disposition of Assets.

 

The description under the Introductory Note in this Current Report on Form 8-K is incorporated herein by reference under this Item 2.01.

 

 

 

Forward-Looking Information

 

This document includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. Forward-looking statements are based on management’s beliefs and assumptions. These forward-looking statements are identified by terms and phrases such as "anticipate," "believe," "intend," "estimate," "expect," "continue," "should," "could," "may," "plan," "project," "predict," "will," "potential," "forecast," "target," "outlook," "guidance," and similar expressions. Various factors may cause actual results to be materially different than the suggested outcomes within forward-looking statements; accordingly, there is no assurance that such results will be realized. These risks and uncertainties are identified and discussed in Duke Energy’s Form 10-K for the year ended December 31, 2025, and subsequent quarterly reports filed with the U.S. Securities and Exchange Commission (the “SEC”) and available at the SEC’s website at www.sec.gov. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than Duke Energy has described. Duke Energy expressly disclaims an obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

10.1 Amended and Restated Limited Liability Company Operating Agreement of Florida Progress, LLC, dated March 3, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

Signature

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  DUKE ENERGY CORPORATION
   
Date: March 3, 2026 By: /s/ David S. Maltz
    David S. Maltz
    Vice President, Legal, Chief Governance Officer and Corporate Secretary
   
  PROGRESS ENERGY, INC.
   
Date: March 3, 2026 By: /s/ David S. Maltz
    David S. Maltz
    Corporate Secretary
     
  DUKE ENERGY FLORIDA, LLC
   
Date: March 3, 2026 By: /s/ David S. Maltz
    David S. Maltz
    Vice President, Legal, Chief Governance Officer and Corporate Secretary

 

 

Co-Registrant CIK 0001094093
Co-Registrant Amendment Flag false
Co-Registrant Form Type 8-K
Co-Registrant DocumentPeriodEndDate 2026-03-03
Co-Registrant Written Communications false
Co-Registrant Solicitating Materials false
Co-Registrant PreCommencement Tender Offer false
Co-Registrant PreCommencement Issuer Tender Offer false
Co-Registrant Emerging Growth Company false

Co-Registrant CIK 0000037637
Co-Registrant Amendment Flag false
Co-Registrant Form Type 8-K
Co-Registrant DocumentPeriodEndDate 2026-03-03
Co-Registrant Written Communications false
Co-Registrant Solicitating Materials false
Co-Registrant PreCommencement Tender Offer false
Co-Registrant PreCommencement Issuer Tender Offer false
Co-Registrant Emerging Growth Company false