Duke Energy Corporation announced on Mar. 10 the pricing of its offering of $1.3 billion aggregate principal amount of 3.000% convertible senior notes due 2029 in a private placement under the Securities Act of 1933. The company increased the size of the offering from the previously announced $1 billion and granted initial purchasers an option to buy up to an additional $200 million within a 13-day period beginning on the issuance date. The sale is expected to close on March 12, subject to customary closing conditions.
The proceeds from this offering are expected to be approximately $1.29 billion, or up to $1.48 billion if the full option is exercised, after deducting discounts and expenses. Duke Energy said it intends to use these funds primarily to repay at maturity its outstanding $1.725 billion aggregate principal amount of existing convertible senior notes due April 15, 2026, as well as for general corporate purposes.
The new convertible notes will mature on March 15, 2029, unless converted or repurchased earlier according to their terms. They will bear interest at a fixed rate of 3% per year, payable semiannually starting September 15, 2026. Holders may convert their notes under certain conditions before December 15, 2028; after that date and until shortly before maturity, conversion can occur at any time at the prevailing rate.
The initial conversion rate is set at approximately 6.2277 shares per $1,000 principal amount (an initial conversion price of about $160.57 per share), representing a premium of roughly 22.5% over Duke Energy’s last reported share price on March 9, 2026. The company will settle conversions by paying cash up to the principal amount and may pay or deliver cash or common stock for any excess obligation.
If Duke Energy undergoes a fundamental change as defined in the indenture governing these notes, holders may require repurchase for cash equal to the principal plus accrued interest; in some cases involving such changes, Duke Energy could be required to increase the conversion rate for affected conversions.
Duke Energy stated that many holders of its existing convertible notes employ arbitrage strategies that could affect its stock price during observation periods related to note maturity and conversions.
This private offering targets qualified institutional buyers under Rule 144A and does not constitute an offer or solicitation in jurisdictions where such actions would be unlawful prior to registration or qualification.