Duke Energy CORP S-3ASR, filed Sep 30, 2025
Duke Energy CORP (DUK)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
under
THE SECURITIES ACT OF 1933
(Exact name of Registrant as Specified in Its Charter)
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Delaware
(State or other jurisdiction of
incorporation or organization) |
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20-2777218
(I.R.S. Employer
Identification Number) |
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Charlotte, North Carolina 28202
(800) 488-3853
Senior Vice President and Treasurer
Duke Energy Corporation
525 South Tryon Street
Charlotte, North Carolina 28202
(800) 488-3853
Deputy General Counsel and Assistant Corporate Secretary
Duke Energy Corporation
525 South Tryon Street
Charlotte, North Carolina 28202
(800) 488-3853
From time to time after this Registration Statement becomes effective as determined by market conditions and other factors.
| | Large accelerated filer ☒ | | | Accelerated filer ☐ | | | Non-accelerated filer ☐ | | | Smaller reporting company ☐ | |
| | | | | | | | | | | Emerging growth company ☐ | |
![[MISSING IMAGE: lg_dukeenergyr-pn.jpg]](/etfs/dukh/sec-filings/b5084704-a4c4-43d2-9eb1-765c3ed63ca1/asset/lg_dukeenergyr-pn.jpg)
![[MISSING IMAGE: lg_premiernotes-pn.jpg]](/etfs/dukh/sec-filings/b5084704-a4c4-43d2-9eb1-765c3ed63ca1/asset/lg_premiernotes-pn.jpg){kind=small}
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are in book-entry form and have no stated maturity.
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are not rated by any rating agency and Duke Energy does not anticipate receiving a rating.
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are issuable in any amount.
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may be redeemed upon your demand as described in this prospectus.
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are subject to redemption by Duke Energy at any time.
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have a principal amount equal to the total amount of your investment, plus reinvested interest, after deducting redemptions and fees, if any.
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earn a floating rate of interest to be determined at the direction of the Duke Energy PremierNotes Committee. The initial interest rate applicable to the Notes and all subsequent changes to the initial interest rate will be disclosed in prospectus supplements filed with the Securities and Exchange Commission (or, the “SEC”) and posted on the Duke Energy PremierNotes website
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will rank equally in priority with all of Duke Energy’s existing and future unsecured and unsubordinated indebtedness and will rank senior in right of payment to all of Duke Energy’s existing and future subordinated debt. At June 30, 2025, Duke Energy had approximately $28.6 billion of outstanding indebtedness, consisting of approximately $26.6 billion of unsecured and unsubordinated indebtedness and $2.0 billion of unsecured junior subordinated indebtedness.
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are structurally subordinated to all indebtedness and other liabilities of Duke Energy’s subsidiaries. At June 30, 2025, Duke Energy’s subsidiaries had approximately $57.8 billion of indebtedness, payment upon approximately $650 million of which was guaranteed by Duke Energy.
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are offered on a continuous basis. Notes registered on the registration statement of which this prospectus is a part represent the maximum aggregate principal amount of the Notes, equal to $4,000,000,000, which are expected to be offered
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(www.duke-energy.com/premiernotes).
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earn interest which will accrue and be compounded daily and be automatically reinvested in Notes on the 15th day of each month.
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for sale. The outstanding principal amount of the Notes will increase and decrease from time to time. The maximum net aggregate principal amount of the Notes that may be outstanding at any one time is $2,000,000,000.
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INVESTMENT OPTION
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PROCEDURES
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DATE INVESTMENT CREDITED
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| | CHECK INVESTMENT (PERSONAL AND CORPORATE CHECKS) | | | | | | | |
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The Check Investment option permits you to make investments in Notes by submitting a personal or corporate check.
This investment option is the only option for your initial investment in the Notes if you are not a Duke Energy employee or retiree.
Your initial investment may be in any amount of $1,000 or more. Additional investments may be in any amount of $50 or more.
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Your completed application should be mailed to Duke Energy PremierNotes, P.O. Box 75708, Chicago, Illinois 60675-5708 and accompanied by a check in an amount of $1,000 or more.
Additional investments in an amount of $50 or more must be accompanied by the investment slip provided with the investment statement, provided with investment confirmation notices, or included with the supply of redemption checks (if requested). Additional investments should be mailed to Duke Energy PremierNotes, P.O. Box 75974, Chicago, Illinois 60675-5974.
All checks should be made payable to Duke Energy PremierNotes in U.S. dollars and drawn on a U.S. bank. Only personal or corporate checks will be accepted for your initial investment. Starter checks, bank checks, credit card checks, cashier checks, travelers checks, money orders and third-party checks will not be accepted for your initial investment.
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Investments by check will be credited and interest will begin to accrue on the first business day after the agent bank receives a check in proper form if the check is received prior to 9:00 a.m. Eastern time and on the second business day following receipt if the check is received after 9:00 a.m. Eastern time. Checks are accepted subject to collection at full face value in U.S. funds.
Investments made by check will be available for redemption by the investor after five business days from the date the check is credited to your investment or such shorter time as may be determined from time to time at the direction of the Duke Energy PremierNotes Committee as permitted under the Duke Energy PremierNotes Plan.
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INVESTMENT OPTION
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PROCEDURES
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DATE INVESTMENT CREDITED
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| | AUTOMATIC INVESTMENT | | | | | | | |
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This investment option permits you to make additional investments in the Notes by automatic monthly electronic investment. Under this alternative, the agent bank will draw funds from your pre-authorized bank account up to two times per month on regular dates designated by you, by an automated clearing house (ACH) transfer for the prescribed amount and will invest the proceeds in the Notes.
Investments may be made in any amount of $50 or more.
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To set up the Automatic Investment option for a new investment you must verify your ownership of the pre-authorized bank account by completing the appropriate sections of the application form; or for an existing investment, you must complete the Change form. The appropriate form must be mailed to Duke Energy PremierNotes, P.O Box 75708, Chicago, Illinois 60675-5708, which includes providing the agent bank with a voided blank check.
You may make changes to the Automatic Investment option of an existing PremierNotes investment at any time by completing the Change form, submitted with the signature of each registered owner (including joint owners) of the Notes. A Medallion Signature Guarantee stamp may be required.
You may terminate investments by Automatic Investment of an existing PremierNotes investment at any time by providing notice in writing to the agent bank or by calling the agent bank toll free at 800-659-DUKE (3853) from 8:30 a.m. to 7:00 p.m. Eastern time Monday through Friday.
Notices to change or terminate investments by Automatic Investment will be effective as soon as practicable after they are received by the agent bank.
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| | Electronic drafts will be presented for payment on the date you determine on your application form or Change form. Investments will be credited and interest will begin to accrue on the first business day following posting of such draft by the agent bank. All such investments are accepted subject to collection at full face value in U.S. funds. Investments made through the Automatic Investment option will be available for redemption by the investor after five business days from the day the investment is posted. | |
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INVESTMENT OPTION
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PROCEDURES
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DATE INVESTMENT CREDITED
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| | DIRECTED INVESTMENT | | | | | | | |
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This investment option permits you to make additional discretionary electronic investments in the Notes. Under this alternative, the agent bank will, following your granted permission, draw funds on a non-recurring basis from your pre-authorized bank account by an ACH transfer for the prescribed amount and will invest the proceeds in the Notes.
Investments may be made in any amount of $50 or more.
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| | To set up the Directed Investment option for a new investment you must verify your ownership of the pre-authorized bank account by completing the appropriate sections of the application form; or for an existing investment, you may utilize the self-service feature within online access or you may complete the Change form. The appropriate form, which includes providing the agent bank with a voided blank check, must be mailed to Duke Energy PremierNotes, P.O. Box 75708, Chicago, Illinois 60675-5708. | | | Investments will be credited and interest will begin to accrue on the first business day following posting of such draft by the agent bank. All such investments are accepted subject to collection at full face value in U.S. funds. Investments made through the Directed Investment option will be available for redemption by the investor after five business days from the day the investment is posted. | |
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You may make changes to the Directed Investment option of an existing PremierNotes investment at any time by using the self-service feature within online access or by completing the Change form, submitted with the signature of each registered owner (including joint owners) of the Notes. A Medallion Signature Guarantee stamp may be required.
You may terminate the Directed Investment option for an existing PremierNotes investment at any time by using the self-service feature within online access or by providing notice in writing to the agent bank or by calling the agent bank toll free at 800-659-DUKE (3853) from 8:30 a.m. to 7:00 p.m. Eastern time Monday through Friday. If you are enrolled in the
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INVESTMENT OPTION
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PROCEDURES
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DATE INVESTMENT CREDITED
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online investment management system, you can use the self-service feature to establish and maintain bank models and request ACH investments. For additional information and to enroll for these online options, visit our website at www.duke-energy.com/premiernotes or call us at 800-659-DUKE (3853).
Notices to change investment information will be effective as soon as practicable after they are received by the agent bank.
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| | WIRE TRANSFER INVESTMENT | | | | | | | |
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This investment option permits you to make additional investments in Notes by wire transfer.
Any investment made by wire transfer must be $1,000 or more.
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You may invest by Wire Transfer Investment by calling the agent bank at 800-659-DUKE (3853) from 8:30 a.m. to 7:00 p.m. Eastern time Monday through Friday to advise them of your intent to make an investment by wire transfer, at which time the agent bank will provide you transfer instructions.
Wire transfer investments will only be accepted from banks domiciled in the United States and paid in U.S. dollars.
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| | Investments made by Federal Funds wired to the agent bank will be credited as of, and interest will begin to accrue, no later than the next business day following receipt of funds by the agent bank, except that if wired funds are received by 2:00 p.m. Eastern time the funds will be credited to the investment and begin accruing interest the same day. Investments made by wire transfer will be available for redemption by the investor promptly upon being credited as described above. Neither the agent bank, nor we, will be responsible for delays in the funds wiring system. | |
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INVESTMENT OPTION
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PROCEDURES
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DATE INVESTMENT CREDITED
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| | AUTOMATIC SOCIAL SECURITY INVESTMENT | | | | | | | |
| | This investment option allows you to make additional investments of part or all of your Social Security payment. | | | Contact your local Social Security office for the required form. Complete the form and return it to the Social Security office for processing. You may terminate the agent bank’s authority to receive your Social Security payments at any time by providing notice in writing to the Social Security office. | | | Automatic Social Security Investments will be credited, and interest will begin to accrue according to the provisions for Automatic Investments, above. Investments made through the Automatic Social Security Investments option will be available for redemption by the investor on the first business day following the date the investment is credited. | |
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INVESTMENT OPTION
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PROCEDURES
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DATE INVESTMENT
CREDITED |
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| | DUKE ENERGY EMPLOYEE INVESTMENT | | | | | | | |
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You may use this investment option if you are a current employee of Duke Energy Corporation or one of its U.S. subsidiaries, to the extent you are currently paid through a Duke Energy payroll system.
If you invest through Duke Energy Employee Investment, you may invest through only one PremierNotes investment number. The minimum initial and monthly investment is $100 each month until the minimum required balance of $1,000 is attained. Thereafter, the $1,000 minimum balance must be maintained and additional investments may be in any amount of $50 or more.
Your initial and subsequent investments may be made in Notes in one of two ways:
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through a Duke Energy payroll directed investment from your Duke Energy paycheck or
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through automatic monthly electronic investments using the Automatic Investment option described above.
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Your completed application should specify Duke Energy Employee Investment option and your preferred investment method.
For those choosing payroll directed investment, following receipt of your application, you will receive further instructions regarding the setup of your Duke Energy Employee Investment through the Employee Portal.
Employees choosing to make automatic monthly electronic investments should complete the Automatic Investment option portion of the application, and return the application to the agent bank together with a voided check as described in the application.
Payroll directed investments into an existing PremierNotes investment may be changed or terminated at any time through the Employee Portal.
Automatic monthly electronic investments may be changed at any time by submitting or completing a Change form, with the signature of each registered owner (including joint owners) of the Notes. A Medallion Signature
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| | Investments made by the Duke Energy Employee Investment option will be credited as of, and interest will begin to accrue on, the next business day following receipt of the funds by the agent bank. Investments made through the Duke Energy Employee Investment option will be available for redemption by the investor after five business days from the day the investment is posted. | |
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INVESTMENT OPTION
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PROCEDURES
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DATE INVESTMENT
CREDITED |
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| | | | | Guarantee stamp may be required. Employees who selected this option may terminate the Duke Energy Employee Investment option for an existing PremierNotes investment at any time by providing notice in writing to the agent bank or by calling the agent bank toll free at 800-659-DUKE (3853) from 8:30 a.m. to 7:00 p.m. Eastern time Monday through Friday. | | | | |
| | DUKE ENERGY RETIREE INVESTMENT | | | | | | | |
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You may use this investment option if you are a former employee of Duke Energy Corporation or any of its U.S. subsidiaries, to the extent you are eligible to receive company provided benefits.
The Duke Energy Retiree Investment option allows retirees of Duke Energy to make automatic monthly electronic investments using the Automatic Investment option described above, but without the requirement that the retiree already have a minimum $1,000 investment in the Notes. The minimum initial and monthly investment for retirees is $100 each month, or $50 twice per month, until the minimum required balance of $1,000 is attained. Thereafter, the $1,000 minimum balance must be maintained and
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Your completed application should specify Duke Energy Retiree Investment. You will also need to complete the Automatic Investment option portion of the application, and return the application to the agent bank together with a voided check as described in the application.
The Duke Energy Retiree Investment option of an existing PremierNotes investment may be changed at any time by submitting a completed Change form, with the signature of each registered owner (including joint owners) of the Notes. A Medallion Signature Guarantee stamp may be required.
You may terminate investments by the Duke Energy Retiree Investment option of an existing PremierNotes investment at any time by providing notice in writing to the agent bank or by calling the
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| | Investments by the Duke Energy Retiree Investment option will be credited as of and interest will begin to accrue on the next business day following receipt of the funds. Investments made through the Duke Energy Retiree Investment option will be available for redemption by the investor after five business days from the day the investment is posted. | |
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INVESTMENT OPTION
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PROCEDURES
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DATE INVESTMENT
CREDITED |
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| | additional investments may be in any amount of $50 or more. | | | agent bank toll free at 800-659-DUKE (3853) from 8:30 a.m. to 7:00 p.m. Eastern time Monday through Friday. | | | | |
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REDEMPTION OPTION
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PROCEDURES
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DATE OF
REDEMPTION/ DATE INTEREST CEASES TO ACCRUE |
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| | CHECK REDEMPTION | | | | | | | |
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You may request Duke Energy PremierNotes redemption checks free of charge by calling 800-659-DUKE (3853). Additional supplies of Duke Energy PremierNotes redemption checks are also free of charge. For your protection, we will accept for redemption only PremierNotes redemption checks. You may make PremierNotes redemption checks payable to the order of anyone in the amount of $250 or more.
PremierNotes redemption checks payable for less than $250 will be honored and we will charge a fee that will be debited directly from your investment balance in the Notes. The fee schedule can be found in the “Fees” section of this prospectus. The payee of a PremierNotes redemption check may cash or deposit the PremierNotes redemption check like any personal check drawn on a bank. If the amount of a PremierNotes redemption check is greater than your investment
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| | You may order additional PremierNotes redemption checks by using the reorder form in your current checkbook, by calling 800-659-DUKE (3853), or through your account online. We will send additional redemption checks only to the registered owner(s) of the Notes and only to the registered address. The Check Redemption option does not create a checking or other bank account or a depositor or banking relationship with the agent bank or us. | | | Redemption will be made on the date the PremierNotes redemption check is presented to the agent bank for payment. The amount of the Note to be redeemed will continue to accrue interest to, but not including, the day the PremierNotes redemption check is presented for payment. | |
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REDEMPTION OPTION
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PROCEDURES
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DATE OF
REDEMPTION/ DATE INTEREST CEASES TO ACCRUE |
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| | balance, the PremierNotes redemption check will not be honored and will be returned to the presenter by the agent bank. In addition to having the PremierNotes redemption check returned, we will charge a fee that will be debited directly from your investment balance in the Notes. See the “Fees” section of this prospectus for a discussion of certain fees in connection with the Check Redemption option. | | | | | | | |
| | WRITTEN REDEMPTION | | | | | | | |
| | You may redeem investments in the Notes at any time by requesting redemption in a letter sent by first-class mail to: Duke Energy PremierNotes, P.O. Box 75708, Chicago, Illinois 60675-5708. If you own the Notes jointly with another person, all owners must sign the redemption request. Redemptions will be paid to you by check, in the amount of $250 or more, or the investment balance of your Notes, whichever is less. | | |
Written Redemption is automatically available to you and does not require any selection on the application.
We will send the redemption payments only to the registered owner(s) of the Notes at the registered address.
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| | The agent bank will mail you a check representing the redemption proceeds no later than the next business day following receipt of the redemption request in proper form, and interest will accrue to, but not including, such next business day. | |
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BANK CHECK REDEMPTION
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| | By use of the Bank Check Redemption option, you authorize the agent bank to act on telephone instructions to have redemption proceeds paid by a | | |
Bank Check Redemption is automatically available to you and does not require any selection on the application.
Requests for Bank Check
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| | A bank check representing the redemption proceeds will be mailed to the registered address, by the end of the next business day following receipt of the | |
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REDEMPTION OPTION
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PROCEDURES
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DATE OF
REDEMPTION/ DATE INTEREST CEASES TO ACCRUE |
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check payable to the registered owner(s) and sent to the registered address on the investment. The agent bank’s records of the telephonic instructions are binding. Neither the agent bank nor we will be responsible for the authenticity of telephonic instructions.
Redemptions will be paid to you by check, in the amount of $250 or more, or the investment balance of your Notes, whichever is less.
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| | Redemption may be made by calling 800-659-DUKE (3853) from 8:30 a.m. to 7:00 p.m. Eastern time Monday through Friday. Verification of information including, but not limited to, the investment number, additional investment information and the name of the registered owner(s) submitting the Bank Check Redemption request must be provided at the time of the request. We will send the redemption payments only to the registered owner(s) of the Notes at the registered address. | | | redemption request and interest will accrue to, but not including, the day of your request. | |
| | WIRE TRANSFER REDEMPTION | | | | | | | |
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By use of the Wire Transfer Redemption option, you authorize the agent bank to act on instructions to have redemption proceeds paid by wire transfer to a pre-authorized bank account. The agent bank’s records of the telephonic instructions are binding. Neither the agent bank nor we will be responsible for the authenticity of instructions.
A service fee will be debited directly from your investment balance in the Notes for any redemption proceeds paid by wire transfer. The fee schedule can be found in the “Fees” section of this prospectus.
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To set up the Wire Transfer Redemption option for a new investment, you must verify your ownership of the pre-authorized bank account by completing the appropriate sections of the application form; or for an existing investment, you may complete the Change form or you may utilize the self-service feature within online access. The appropriate form, along with a voided blank check, must be mailed to Duke Energy PremierNotes, P.O. Box 75708, Chicago, Illinois 60675-5708.
You may make redemptions by Wire Transfer Redemption via
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| | The day and time at which your wire transfer will be received at your bank will vary based on the time of day the complete Wire Transfer Redemption is received by the agent bank. Interest will accrue to, but not including, the day your request is received by the agent bank. | |
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REDEMPTION OPTION
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PROCEDURES
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DATE OF
REDEMPTION/ DATE INTEREST CEASES TO ACCRUE |
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| | The minimum amount that may be redeemed by Wire Transfer Redemption is $1,000. | | | online access or by calling the agent bank toll free at 800-659-DUKE (3853) from 8:30 a.m. to 7:00 p.m. Eastern time Monday through Friday. | | | | |
| | | | | Wire Transfer Redemption requests must be made by the owner(s) of the Notes investment and proceeds will only be sent to the pre-authorized bank account. Verification of information including, but not limited to, the investment number, additional investment information and the name of the registered owner(s) submitting the Wire Transfer Redemption request must be provided at the time of the request. | | | | |
| | | | | The agent bank will transmit Wire Transfer Redemption proceeds only to the U.S. bank account pre-authorized by you on the application. | | | ||
| | | | | You may make changes to the Wire Transfer Redemption option of an existing PremierNotes investment at any time by using the self-service feature within online access or by submitting a completed Change form, with the signature of each registered owner (including joint owners) of the Notes. A Medallion Signature Guarantee stamp may be required. | | | | |
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REDEMPTION OPTION
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PROCEDURES
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DATE OF
REDEMPTION/ DATE INTEREST CEASES TO ACCRUE |
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You may terminate the Wire Transfer Redemption option for an existing PremierNotes investment at any time by using the self-service feature within online access or by providing notice in writing to the agent bank at Duke Energy PremierNotes, P.O. Box 75708, Chicago, Illinois 60675-5708.
If you are enrolled in the online investment management system, you can use the self-service feature to establish and maintain bank models and request Wire Transfer Redemptions. For additional information and to enroll for these online options, visit our website at www.duke-energy.com/premiernotes or call us at 800-689-DUKE (3853).
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| | | | | Neither the agent bank, nor we, will be responsible for delays in the fund wiring system. If the pre-authorized bank is not a member of the Federal Reserve System, there may be a delay in crediting your funds to the pre-authorized bank account. | | | | |
| | DIRECTED REDEMPTION | | | | | | | |
| | By use of the Directed Redemption option, you authorize the agent bank to act on instructions to have Notes redeemed on a non-recurring | | | To set up the Directed Redemption option for a new investment you must verify your ownership of the pre-authorized bank account by completing the | | | Directed Redemptions will be processed on the first business day following the receipt of the complete Directed Redemption request by the agent bank for | |
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REDEMPTION OPTION
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PROCEDURES
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DATE OF
REDEMPTION/ DATE INTEREST CEASES TO ACCRUE |
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basis with redemption proceeds paid by electronic ACH transfer to a pre-authorized bank account. The agent bank’s records of the telephonic instructions are binding. Neither the agent bank nor we will be responsible for the authenticity of instructions.
Directed Redemptions for less than $250 will not be processed.
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| | appropriate sections of the application form; or for an existing investment, you may utilize the self-service feature within online access or you may complete the Change form. The appropriate form, along with a voided blank check must be mailed to Duke Energy PremierNotes, P.O. Box 75708, Chicago, Illinois 60675-5708. You may make redemptions by Directed Redemption via online access. | | | payment. The amount of the Note to be redeemed will continue to accrue interest to, but not including, the day your request is processed by the agent bank. | |
| | | | | Directed Redemption requests must be made by the owner(s) of the Notes investment and proceeds will only be sent to the pre-authorized bank account. Verification of information including, but not limited to, the investment number, additional investment information and the name of the registered owner(s) submitting the Directed Redemption request must be provided at the time of the request. | | | | |
| | | | | The agent bank will transmit Directed Redemption proceeds only to the U.S. bank account pre-authorized by you on the application. | | | ||
| | | | | You may make changes to the Directed Redemption option of an existing PremierNotes | | | | |
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REDEMPTION OPTION
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PROCEDURES
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DATE OF
REDEMPTION/ DATE INTEREST CEASES TO ACCRUE |
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investment at any time by using the self-service feature within online access or by submitting a completed Change form, with the signature of each registered owner (including joint owners) of the Notes. A Medallion Signature Guarantee stamp may be required.
You may terminate the Directed Redemption option for an existing PremierNotes investment at any time by using the self-service feature within online access or by providing notice in writing to the agent bank at Duke Energy PremierNotes, P.O. Box 75708, Chicago, Illinois 60675-5708.
If you are enrolled in the online investment management system, you can use the self-service feature to establish and maintain bank models and request ACH Redemptions. For additional information and to enroll for these online options, visit our website at www.duke-energy.com/premiernotes or call us at 800-689-DUKE (3853).
Neither the agent bank, nor we, will be responsible for delays in the ACH transfer system.
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Insufficient funds:
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| | | $ | 20 | | |
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Stop payment requests:
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| | | $ | 15 | | |
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Wire redemptions:
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| | | $ | 15 | | |
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Redemptions for less than $250:
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| | | $ | 10 | | |
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Investment balance less than $1,000:
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| | | $ | 10/month | | |
Duke Energy Corporation
P.O. Box 1005
Charlotte, North Carolina 28201-1005
800-488-3853 (toll free)
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For information regarding:
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Duke Energy Corporation
Variable Denomination Floating Rate
Demand Notes
Prospectus
September 30, 2025
Distributed by Georgeson Securities
Corporation, a registered broker-dealer. |
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Rates and Other Information
800-659-DUKE (3853) |
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An additional Prospectus
800-659-DUKE (3853) or download from: www.duke-energy.com/premiernotes |
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Duke Energy
See our website at www.duke-energy.com/premiernotes or see “Where You Can Find More Information” on page 32 hereof. |
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INFORMATION NOT REQUIRED IN PROSPECTUS
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SEC filing fee
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| | | $ | 0 | | |
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Fees and expenses of agent bank
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| | | $ | 1,050,000 | | |
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Fees and expenses of broker-dealer
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| | | $ | 75,000 | | |
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Fees and expenses of trustee
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| | | $ | 11,550 | | |
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Printing expenses
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| | | $ | 15,000 | | |
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Accountants’ fees and expenses
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| | | $ | 40,000 | | |
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Counsel fees and expenses
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| | | $ | 6,000 | | |
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Total
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| | | $ | 1,197,550 | | |
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Exhibit
Number |
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Exhibit
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4.1
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4.2*
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5.1
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23.1
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23.2
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24.1
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24.2
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25.1
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107
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Signature
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Title
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Date
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/s/ Harry K. Sideris*
Harry K. Sideris
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| | Director and President and Chief Executive Officer (Principal Executive Officer) | | |
September 30, 2025
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/s/ Brian D. Savoy*
Brian D. Savoy
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| | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | |
September 30, 2025
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/s/ Cynthia S. Lee*
Cynthia S. Lee
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| | Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer) | | |
September 30, 2025
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/s/ Derrick Burks*
Derrick Burks
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| | Director | | |
September 30, 2025
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/s/ Annette K. Clayton*
Annette K. Clayton
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| | Director | | |
September 30, 2025
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/s/ Theodore F. Craver, Jr.*
Theodore F. Craver, Jr.
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| | Director | | |
September 30, 2025
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/s/ Robert M. Davis*
Robert M. Davis
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| | Director | | |
September 30, 2025
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/s/ Caroline D. Dorsa*
Caroline D. Dorsa
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| | Director | | |
September 30, 2025
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/s/ W. Roy Dunbar*
W. Roy Dunbar
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| | Director | | |
September 30, 2025
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/s/ Nicholas C. Fanandakis*
Nicholas C. Fanandakis
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| | Director | | |
September 30, 2025
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Signature
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Title
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Date
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/s/ Jeffrey B. Gulder*
Jeffrey B. Gulder
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| | Director | | |
September 30, 2025
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/s/ John T. Herron*
John T. Herron
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| | Director | | |
September 30, 2025
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/s/ Idalene Fay Kesner*
Idalene Fay Kesner
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| | Director | | |
September 30, 2025
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/s/ E. Marie McKee*
E. Marie McKee
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| | Director | | |
September 30, 2025
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/s/ Michael J. Pacilio*
Michael J. Pacilio
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| | Director | | |
September 30, 2025
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/s/ Thomas E. Skains*
Thomas E. Skains
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| | Director | | |
September 30, 2025
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/s/ William E. Webster, Jr.*
William E. Webster, Jr.
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| | Director | | |
September 30, 2025
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| | By: | | |
/s/ Elizabeth H. Jones
Attorney-in-Fact
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Exhibit 4.1
DUKE ENERGY PREMIERNOTES PLAN
This Amended and Restated Duke Energy PremierNotes Plan (the “Plan”) is established by Duke Energy Corporation (the “Company”) as of September 30, 2025 and amends and restates the Duke Energy PremierNotes Plan established by Duke Energy Corporation as of April 4, 2011. This Plan applies to current and future investments in Duke Energy PremierNotes and replaces any prior version of the Plan or other agreements regarding your investment. The Plan was established to provide eligible investors with a convenient means of making investments in Variable Denomination Floating Rate Demand Notes of the Company.
I. Definitions
As hereinafter used:
“Application” shall have the meaning set forth in paragraph IV hereof.
“Agent Bank” shall have the meaning set forth in paragraph IX hereof.
“Business Day” shall mean any day other than a Saturday or a Sunday or a day on which the Agent Bank is authorized or obligated by law to close.
“Committee” shall mean the Duke Energy PremierNotes Committee created by the Company pursuant to paragraph X hereof.
“Company” shall mean Duke Energy Corporation, a Delaware corporation, and, as applicable, its subsidiaries.
“Eligible Investor” shall mean any person designated by the Committee as eligible to invest in the Notes pursuant to paragraph II hereof.
“Indenture” shall have the meaning set forth in paragraph VIII hereof.
“Note Register” shall have the meaning set forth in paragraph IV hereof.
“Notes” shall mean the nontransferable Variable Denomination Floating Rate Demand Notes of the Company issued pursuant to and in accordance with the terms, conditions and provisions of the Indenture, as in effect from time to time.
“Investor” shall mean any Eligible Investor having established a Plan Investment.
“Plan” shall mean the Duke Energy PremierNotes Plan.
“Plan Investment” shall mean an investment established and maintained pursuant to the Plan and recorded on the Note Register.
“Plan Investment Note Balance” shall have the meaning set forth in paragraph IV hereof.
“Registered Investment Address” shall have the meaning set forth in paragraph IV hereof.
“Registered Investment Owner” shall mean (a) in the case of an individual Plan Investment, the Investor or (b) in the case of a joint Plan Investment, the Investor and the person(s) who have been designated by the Investor as having a joint interest in the Plan Investment, (c) in the case of a custodial Plan Investment, the Investor, as custodian, or (d) in the case of a trust Plan Investment established for the benefit of an Investor or for the benefit of a beneficiary, the trust, or, if such Investor is a joint owner of the Plan Investment with the trust, the Investor and the trust, all as recorded on the Note Register.
“Trustee” shall have the meaning set forth in paragraph VIII hereof.
II. Eligibility
(a) Except as hereinafter provided, any person may invest in the Notes issued pursuant to the Plan, provided such person is a citizen of the United States or, except as provided in applicable United States Treasury Regulations, a partnership, a corporation incorporated or established in or under the laws of the United States or a Trust or estate that is treated as a United States person under Section 7701 of the Internal Revenue Code, as amended.
(b) The Committee may from time to time in its sole discretion limit or expand the categories of persons who shall be eligible to invest in the Notes subject to such limitations or regulations as the Committee from time to time may prescribe.
III. Participation
Participation in the Plan shall be entirely voluntary. An Eligible Investor may elect to participate in the Plan by delivering to the Company or to the Agent Bank, as designated by the Committee from time to time, a properly completed Application, and delivering to the Company and/or to the Agent Bank such other forms and undertakings as may be designated by the Committee from time to time.
IV. Establishment of Plan Investments -- Note Register
Plan Investments shall be established by the Eligible Investor delivering to the Company or to the Agent Bank, as the Committee from time to time may designate, a properly executed application (the “Application”), which shall require such information and provide such elections as the Committee from time to time may determine, together with such other forms and undertakings as may be designated by the Committee from time to time.
Subject to such limitations or regulations as the Committee from time to time may prescribe, each Eligible Investor may establish and maintain one or more of the following types of investments: individual investments, joint investments, trust investments, corporate investments, and custodial investments pursuant to the applicable Uniform Gifts to Minors Act of the state in which the Eligible Investor resides. In the case of any trust investment, the income of such trust must be subject to U.S. Federal income taxation regardless of its source.
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The Company, the Agent Bank or another agent designated by the Company shall maintain a listing (the “Note Register”) setting forth such information regarding each Plan Investment as the Committee from time to time may determine, including but not limited to the name of the Investor, such Investor’s social security number or taxpayer identification number, the names of other Registered Investment Owners, if any, the address to which notices under the Plan are to be sent (the “Registered Investment Address”), the amounts credited to the Plan Investment and the amount of Notes redeemed by such Investor from time to time (the “Plan Investment Note Balance”) and accrued and unpaid interest on the Plan Investment Note Balance.
V. Investment Under the Plan -- Issuance of Notes
The Notes shall be issued under the Indenture between the Company and the Trustee, as amended or supplemented from time to time in accordance with the terms thereof.
The principal amount of Notes issued to an Investor under the Plan shall at all times be equal to the Plan Investment Note Balance in such Investor’s Plan Investment and shall bear interest from time to time at the rate provided for in paragraph VI hereof.
The Committee may designate from time to time methods of making investments under the Plan which shall be subject to such limitations and requirements as the Committee may determine.
VI. Interest Rate
Each Note shall bear interest from time to time at a floating rate per annum to be determined by the Committee on a weekly basis to be effective on the following Monday. Such rate of interest will be determined by the Committee in the manner and on the basis chosen by the Committee in its sole discretion. The Committee may delegate the authority to set the interest rate on the Notes to the Treasurer of the Company or such other person or persons as the Committee determines in its sole discretion.
Interest on each Note shall accrue and be compounded daily based on a 365/366-day year. Accrued interest shall be automatically reinvested in the Notes as of the fifteenth day of each calendar month.
VII. Redemption of Notes -- Termination of Plan Investments
(a) Subject to the provisions of this paragraph VII, Registered Investment Owners may redeem all or part of the principal amount of the Note evidencing amounts invested by the Registered Investment Owner in the Notes at any time and from time to time by written request to the Agent Bank for redemption by check (subject to such minimum redemption amounts, fees and other limitations and requirements as the Committee may determine). The Committee may designate from time to time other methods of redemption of the Notes by the Registered Investment Owners under the Plan which shall be subject to such limitations and requirements as the Committee may determine.
A Registered Investment Owner may elect voluntarily to terminate participation in the Plan and close such Registered Investment Owner’s Plan Investment by written or telephonic notice to the Agent Bank. Upon election by the Registered Investment Owner to terminate participation in the Plan, all amounts credited to the principal amount of the Notes held by such Registered Investment Owner, together with accrued and unpaid interest to but not including the Business Day next following the effective date of such termination, less applicable fees, shall be paid by check to the Registered Investment Owner as such Owner’s interests shall appear at the Registered Investment Address.
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(b) The Company shall have the right to redeem, at any time at its option, including in the event the Plan is modified, suspended or terminated pursuant to paragraph XIII hereof, all or any part of the Notes. Any partial redemption of the Notes will be effected by lot or pro rata or by any other method that is deemed fair and appropriate by the Agent Bank. Interest on the redeemed amount shall cease to accrue on and after the effective date on which the redeemed principal amount shall have become due and payable.
(c) With respect to any Plan Investment which shall have a Plan Investment Note Balance of less than $1,000 (or such other amount as the Committee from time to time may determine without any prior notice to the Investors) (the “Minimum Investment Note Balance”) and to which no investment shall have been made (other than the crediting of interest thereto pursuant to the provisions of paragraph VI hereof) for a continuing period of three calendar months immediately preceding determination of such deficiency (or such other period as the Committee from time to time may determine), the Company shall have the right, after 30 days following the date of a written notice to the Investor (provided that the Plan Investment Note Balance shall not have been restored to the Minimum Investment Note Balance during such 30-day period), to terminate such Investor’s investment in the Notes and to redeem the principal amount of the Notes together with accrued and unpaid interest thereon less applicable fees. In the event of such a redemption, the Company shall cause the Agent Bank to mail the proceeds thereof to the Registered Investment Owner as such Registered Investment Owner’s registered interests shall appear at the Registered Investment Address and to terminate the Plan Investment. Interest on the redeemed amount shall cease to accrue on and after the effective date on which the redeemed principal amount shall have become due and payable.
With respect to any Plan Investment which shall have a Plan Investment Note Balance of greater than $10,000,000 (or such other amount as the Committee from time to time may determine without any prior notice to the Investors) (the “Maximum Investment Note Balance”) for a continuing period of three calendar months immediately preceding the determination of such excess (or such other period as the Committee from time to time may determine), the Company shall have the right, after 30 days following the date of a written notice to the Investor (provided that the Plan Investment Note Balance shall not have been reduced to be equal to or less than the Maximum Investment Note Balance during such 30-day period), to redeem the principal amount of the Notes in excess of the Maximum Investment Note Balance (or such greater amount as specified by the Committee in the notice to the Investor) together with accrued and unpaid interest thereon, less applicable fees. In the event of such a redemption, the Company shall cause the Agent Bank to mail the proceeds thereof to the Registered Investment Owner as such Registered Investment Owner’s registered interests shall appear at the Registered Investment Address. Interest on the redeemed principal amount shall cease to accrue on and after the effective date on which the redeemed principal amount shall have become due and payable.
4
The Company shall have the right to redeem any Notes of any Investor who is not or is no longer eligible to invest in the Notes in accordance with Part II hereof, or who has abused or misused the investment or redemption provisions applicable to the Notes or whose investments are otherwise inconsistent with the objectives of the Plan, in each case as the Company determines in its sole judgment and discretion. In such circumstances, the Company shall notify the Registered Investment Owner of its intention to redeem in full the Notes on the third Business Day following the date of the Company’s notice. In the event of such a redemption, the Company shall cause the Agent Bank to mail the proceeds thereof to the Registered Investment Owner as such Registered Investment Owner’s registered interests shall appear at the Registered Investment Address. Interest on the redeemed principal amount shall cease to accrue on and after the effective date on which the redeemed principal amount shall have become due and payable.
The Company shall have the right to redeem from time to time, without prior notice to any Investor, all or a portion of the Notes of an Investor in an amount equal to any applicable fees established under the Plan that are then owed by such Investor. In such instance, the redemption proceeds shall be deemed paid by reducing the principal amount of such Investor’s Notes by the amount of such unpaid fees, which reduction shall be applied to the payment of such fees. Such redemption shall be effective upon notice from the Company to the Agent Bank, and the date of such notice shall be the effective date for the redemption of such amount of the Notes. On the effective date of such a redemption any interest on the portion of the Notes so called for redemption shall cease to accrue. Notice of such redemptions shall be provided to the Registered Investment Owner of the Notes so redeemed in the manner and at the times as determined from time to time by the Committee.
VIII. Trustee
The Company shall appoint one or more banks, corporations or other entities to act as trustee (the “Trustee”) for Notes issued pursuant to the Plan and shall enter into an indenture (the “Indenture”) with such bank, corporation or other entity which meets the requirements of the Trust Indenture Act of 1939. Subject to the requirements of the Indenture, the Company and the Trustee may amend or supplement the Indenture from time to time.
IX. Agent Bank
The Company shall appoint one or more banks, corporations or other entities to act as agent under the Plan (the “Agent Bank”) and at any time may remove the Agent Bank and appoint a successor Agent Bank. The Committee may, without reference to or any action by any Investor or other Registered Investment Owner, enter into such agreement or further agreements and take such other steps and execute such other instruments as the Company in its sole discretion may deem necessary or desirable to carry the Plan into effect or to facilitate its administration.
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X. Committee
The Company’s Board of Directors has authorized the establishment of a Duke Energy PremierNotes Committee (the “Committee”) consisting of at least three persons. The Committee shall currently consist of the Chief Financial Officer, the Treasurer, an Assistant Treasurer and additional members of the Finance and Legal Groups of the Company. The Chief Financial Officer and the Treasurer of the Company may from time to time remove or appoint other officers or employees of the Company to serve on the Committee and may designate an alternate for each of such members, who shall have full power to act in the absence or inability to act of such member. The Committee shall act by a majority of its members, with or without a meeting.
The Committee shall have full power and authority to administer the Plan, to interpret its provisions, to adopt forms for use thereunder, to adopt rules and regulations in connection therewith and to make the determinations thereunder provided for it to be made. Any interpretation of the provisions of the Plan by the Committee shall be final and conclusive, and shall bind and may be relied on by all parties in interest to the Plan.
No member (or alternate for a member) of the Committee or director, officer or employee of the Company shall be liable for any action or failure to act under or in connection with the Plan, except for his or her own bad faith. Each director, officer and employee of the Company who is or shall have been designated to act on behalf of the Company and each person who is or shall have been a member of the Committee or an alternate for a member or a director, officer or employee of the Company, as such, shall be indemnified and held harmless by the Company against and from any and all loss, cost, liability or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof (with the Company’s written approval) or paid by him or her in satisfaction of a judgment in any such action, suit or proceeding, except a judgment in favor of the Company based upon a finding of his or her bad faith subject, however, to the condition that, upon the assertion or institution of any such claim, action, suit or proceeding against him or her, he or she shall in writing give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other right to which such person may be entitled as a matter of law or otherwise, or any power that the Company may have to indemnify him or her or hold him or her harmless.
XI. Plan Investment Statements
On approximately the 15th day of each calendar month (or such other date as the Committee shall determine) other than the month after the end of each calendar quarter, there shall be furnished with respect to each Plan Investment that had an electronic investment or redemption transaction during such previous month a statement setting forth a summary of such electronic transactions during the previous month and such additional information as the Committee from time to time may determine. On approximately the 15th day of the month after the end of each calendar quarter (or such other date as the Committee shall determine), there shall be furnished with respect to each Plan Investment a statement setting forth a summary of all transactions in such Plan Investment during the previous quarter, including beginning and ending Plan Investment Balances, interest credited, and such additional information as the Committee from time to time may determine. Such statements shall be deemed to have been accepted by the Investor and other Registered Investment Owners as correct unless written notice to the contrary shall be received by the Agent Bank within 30 days after the mailing of such statement to the Registered Investment Address.
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XII. Notices, etc.
All notices, statements and other communications from the Agent Bank or the Company to an Investor, other Registered Investment Owner or designated beneficiary shall be deemed to have been duly given, furnished, delivered or transmitted, as the case may be, when delivered to (or when mailed to) the most recent Registered Investment Address.
All notices, instructions and other communications from an Investor or other Registered Investment Owner to the Company or Agent Bank required or permitted hereunder (including without limitation Applications and redemption requests) shall be in the respective forms from time to time prescribed therefor by the Committee, shall be mailed by first-class mail or delivered to such location as shall be specified by and upon forms prescribed by the Committee and shall be deemed to have been duly given and delivered upon receipt by the Company or the Agent Bank, as the case may be, at such location.
From time to time as necessary to facilitate the administration of the Plan, the Company, the Agent Bank, the Trustee and the Committee shall deliver to each other copies or consolidations of such notices, instructions or other communications in respect of the Plan as it may receive from Investors or Registered Investment Owners.
XIII. Termination, Suspension and Modification
The Company may terminate the Plan at any time or from time to time suspend or modify the Plan, in part, in its entirety or in respect of the employees of the Company or in respect of any person or persons designated as Eligible Investors. The Company may at any time or from time to time terminate or modify the Plan or suspend for any period the operation of any provision thereof in respect of any Investors located in one or more jurisdictions. Any such termination, modification or suspension of the Plan may affect Investors in the Plan at the time thereof, as well as future Investors, but may not affect the rights of an Investor unless such proposed action shall have been communicated to such Investor in sufficient time prior to the effective date thereof to permit such Investor to redeem amounts credited to his or her Plan Investment together with accrued and unpaid interest in accordance with the terms of the Plan in effect prior to the effective date of such termination, modification or suspension. The Company shall notify the Trustee promptly after any such termination, modification or suspension of the Plan. Any modification that adversely affects the rights or duties of the Trustee may be made only with the consent of the Trustee.
Anything herein to the contrary notwithstanding, no such termination or modification of the Plan or suspension or any provision thereof may diminish the principal amount of any Note, or such Investor’s unpaid interest thereon.
7
XIV. Rights Not Transferable
Except in the case of (i) Note redemptions in accordance with paragraph VII hereof, and (ii) the establishment and subsequent termination of joint, custodial and trust Plan Investments, no right or interest of any Investor or other Registered Investment Owner under the Plan or in such Investor’s Plan Investment or the Notes issued in connection therewith shall be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise, including without limitation by execution, levy, garnishment, attachment, pledge or in any other manner, but excluding devolution by death or mental incompetency; no attempted assignment or transfer thereof shall be effective; and no right or interest of any Investor, other Registered Investment Owner or designated beneficiary under the Plan or in a Plan Investment or the Notes issued in connection therewith shall be pledged or hypothecated to secure, or otherwise be made subject to, any obligation or liability of such Investor or other Registered Investment Owner. Notwithstanding the provisions of this paragraph XIV, a Plan Investment may be debited for all amounts which the Company or the Agent Bank shall have caused, in error, to be credited to such Plan Investment.
XV. Fees
The Committee may designate from time to time such fees in connection with investments or redemptions in the Notes or otherwise in connection with the Notes, including fees for checks, for returned checks and for stop payment requests, as shall be determined by the Committee, provided the Committee shall communicate such fees to the Investors in sufficient time prior to the effective date thereof to permit the Investors to redeem amounts credited to their respective Plan Investments together with accrued and unpaid interest in accordance with the terms of the Plan in effect prior to the effective date of such fees.
XVI. Miscellaneous
The records of the Company, the Agent Bank, the Trustee and the Committee shall be conclusive in respect of all matters involved in the administration of the Plan.
Except as specified in paragraph XV, all expenses of administering the Plan, including without limitation the fees of the Agent Bank and the Trustee and other expenses charged or incurred by the Agent Bank and the Trustee, shall be borne by the Company, and no charge or penalty shall be imposed by the Company, the Agent Bank or the Trustee against any Plan Investment or Registered Investment Owner by reason of participation in the Plan; provided, however, that neither the Company, the Agent Bank nor the Trustee shall have any liability for any cost incurred by a Registered Investment Owner including, but not limited to, costs incurred in connection with the wiring of funds to make investments under the Plan.
The Plan shall be governed by and construed in accordance with the laws of the State of New York.
XVII. Effectiveness
The Plan shall be effective as of the date and time the Registration Statement on Form S-3, dated on or about the date first written above, with respect to the Notes is filed with the Securities and Exchange Commission and becomes effective.
8
Exhibit 5.1
525 South Tryon Street
Charlotte, North Carolina 28202
September 30, 2025
Board of Directors
Duke Energy Corporation
525 South Tryon Street
Charlotte, North Carolina 28202
Ladies and Gentlemen:
I am employed by Duke Energy Business Services LLC, the service company subsidiary of Duke Energy Corporation, a Delaware corporation (the “Company”). I am a member in good standing of the North Carolina State Bar.
I have advised the Company in connection with the filing of a Registration Statement on Form S-3 (the “Registration Statement) on September 30, 2025. The Registration Statement relates to the proposed issuance and sale from time to time pursuant to Rule 415 under the Securities Act of certain variable denomination floating rate demand notes of the Company (the “Securities”). The Securities will be issued pursuant to the Indenture, dated as of April 4, 2011, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Indenture”).
For this purpose, I have examined such Company records and other documents, and have made such investigations of law, as I have considered necessary or appropriate for the purposes of this opinion. In rendering the opinions below with respect to matters of New York law, I have relied on the opinion of Hunton Andrews Kurth LLP, counsel to the Company, attached hereto as Annex I.
Based upon the foregoing, I am of the opinion that the issuance of the Securities has been duly authorized by the Company and that when the Securities have been duly issued and delivered in accordance with the Indenture and sold as described in the Registration Statement, any amendment thereto and the prospectus included in the Registration Statement and any free-writing prospectus filed with the Securities and Exchange Commission after the effectiveness of the Registration Statement, the Securities will be legal, valid, and binding obligations of the Company, entitled to the benefits of the Indenture.
My opinion that the Securities are legal, valid, and binding obligations of the Company is qualified as to limitations imposed by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or other laws relating to or affecting the enforcement of creditors’ rights generally, and general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief, regardless of whether such enforceability is considered in a proceeding in equity or at law.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me under the caption “Validity of Notes” in the prospectus forming a part of the Registration Statement. In giving such consent, I do not thereby concede that I am included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours,
| /s/ Elizabeth H. Jones | ||
| Elizabeth H. Jones |
Annex I
|
Hunton Andrews Kurth LLP File No: 034085.272 |
September 30, 2025
Elizabeth H. Jones
Duke Energy Business Services LLC
525 South Tryon Street
Charlotte, North Carolina 28202-1803
RE: DUKE ENERGY CORPORATION
Registration Statement on Form S-3
Ms. Jones:
We have acted as counsel to Duke Energy Corporation, a Delaware corporation (the “Company”), in connection with the filing of a Registration Statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), filed with the Securities and Exchange Commission on September 30, 2025. The Registration Statement relates to the proposed issuance and sale from time to time pursuant to Rule 415 under the Securities Act of certain variable denomination floating rate demand notes of the Company (the “Securities”). The Securities will be issued pursuant to the Indenture, dated as of April 4, 2011, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Indenture”).
In rendering the opinions set forth below, we have examined the Registration Statement, the Indenture, and such other documents as we have deemed necessary for purposes of this opinion letter. In such examinations, we have assumed the legal capacity of all natural persons, the genuineness of all signatures on all original documents, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all copies submitted to us, the authenticity of the originals of documents submitted to us as copies and the due authorization, execution and delivery of all documents where due authorization, execution and delivery are prerequisite to the effectiveness thereof.
The opinions set forth below are subject to the following further qualifications, assumptions and limitations:
| (i) | the validity or enforcement of any agreements or instruments may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law); and |
| (ii) | we do not express any opinion as to the applicability or effect of any fraudulent transfer, preference or similar law on any agreements or instruments or any transactions contemplated thereby. |
Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion that when the terms of the Securities have been established in accordance with the Indenture and approved and authorized (including any necessary regulatory approvals) and when the Securities have been duly executed by the Company and authenticated as provided in the Indenture and duly paid for and delivered pursuant to a sale in the manner described in the Registration Statement relating to the Securities filed under the Securities Act, including the prospectus, any prospectus supplement and any free writing prospectus relating to the Securities, the Securities will be legal, valid, and binding obligations of the Company, entitled to the benefits of the Indenture.
We do not express any opinion concerning any law other than the law of the State of New York.
This opinion letter is furnished for your benefit in connection with your rendering an opinion to the Company to be filed as Exhibit 5.1 to the Registration Statement and we hereby consent to your attaching this opinion letter as an annex to such opinion. In giving our consent to your attaching this opinion letter to the opinion being rendered by you, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Securities and Exchange Commission thereunder. This opinion letter may not be relied upon, furnished or quoted by you for any other purpose, without our prior written consent.
Very truly yours,
| /s/ Hunton Andrews Kurth LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated February 27, 2025, relating to the consolidated financial statements of Duke Energy Corporation and subsidiaries (“Duke Energy”), and the effectiveness of Duke Energy’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Duke Energy for the year ended December 31, 2024. We also consent to the reference to us under the heading "Experts" in such Registration Statement.
| /s/ Deloitte & Touche LLP | ||
| Charlotte, North Carolina | ||
| September 30, 2025 |
Exhibit 24.1
DUKE ENERGY CORPORATION
Power of Attorney
Registration Statement on Form S-3
The undersigned officers and/or directors of Duke Energy Corporation, a Delaware corporation (the “Corporation”), whether on behalf of the Corporation or as an officer and/or director thereof, do each hereby constitute and appoint Michael P. Callahan, David S. Maltz and Elizabeth H. Jones, and each of them, to act as attorneys-in- fact for and in the respective names, places and stead of the undersigned, to execute, seal, sign and file with the Securities and Exchange Commission a registration statement on Form S-3 of the Corporation related to the offer and sale of notes of the Corporation pursuant to the Duke Energy PremierNotes Program, and any and all amendments thereto, hereby granting to said attorneys-in-fact, and each of them, full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or proper to be done in and about the premises, as fully to all intents and purposes as the undersigned, or any of them, might or could do if personally present, hereby ratifying and approving the acts of said attorneys-in-fact.
Executed as of the 19th day of September, 2025.
| SIGNATURE | TITLE | |
| /s/ Jeffrey B. Guldner | Director | |
| Jeffrey B. Guldner |
DUKE ENERGY CORPORATION
Power of Attorney
Registration Statement on Form S-3
The undersigned officers and/or directors of Duke Energy Corporation, a Delaware corporation (the “Corporation”), whether on behalf of the Corporation or as an officer and/or director thereof, do each hereby constitute and appoint Kodwo Ghartey-Tagoe, Michael P. Callahan, David S. Maltz and Elizabeth H. Jones, and each of them, to act as attorneys-in-fact for and in the respective names, places and stead of the undersigned, to execute, seal, sign and file with the Securities and Exchange Commission a registration statement on Form S-3 of the Corporation related to the offer and sale of notes of the Corporation pursuant to the Duke Energy PremierNotes Program, and any and all amendments thereto, hereby granting to said attorneys-in-fact, and each of them, full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or proper to be done in and about the premises, as fully to all intents and purposes as the undersigned, or any of them, might or could do if personally present, hereby ratifying and approving the acts of said attorneys-in-fact.
Executed as of the 1st day of May, 2025.
| SIGNATURE | TITLE | |
| /s/ Harry H. Sideris | President and Chief Executive Officer | |
| Harry K. Sideris | (Principal Executive Officer and Director) | |
| /s/ Brian D. Savoy | Executive Vice President and Chief Financial Officer | |
| Brian D. Savoy | (Principal Financial Officer) | |
| /s/ Cynthia S. Lee | Senior Vice President, Chief Accounting Officer and Controller | |
| Cynthia S. Lee | (Principal Accounting Officer) | |
| /s/ Theodore F. Craver, Jr. | Independent Chair | |
| Theodore F. Craver, Jr. |
| /s/ Derrick Burks | Director | |
| Derrick Burks | ||
| /s/ Annette K. Clayton | Director | |
| Annette K. Clayton | ||
| /s/ Robert M. Davis | Director | |
| Robert M. Davis | ||
| /s/ Caroline D. Dorsa | Director | |
| Caroline D. Dorsa | ||
| /s/ W. Roy Dunbar | Director | |
| W. Roy Dunbar | ||
| /s/ Nicholas C. Fanandakis | Director | |
| Nicholas C. Fanandakis | ||
| /s/ John T. Herron | Director | |
| John T. Herron | ||
| /s/ Idalene F. Kesner | Director | |
| Idalene F. Kesner | ||
| /s/ E. Marie McKee | Director | |
| E. Marie McKee |
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| /s/ Michael J. Pacillo | Director | |
| Michael J. Pacilio | ||
| /s/ Thomas E. Skains | Director | |
| Thomas E. Skains | ||
| /s/ William E. Webster, Jr. | Director | |
| William E. Webster, Jr. |
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Exhibit 24.2
duke energy corporation
certificate
The undersigned officer of Duke Energy Corporation, a Delaware corporation (the “Corporation”), does hereby certify that attached hereto is a true and complete copy of a resolution adopted at a meeting of the Board of Directors of the Corporation with respect to the Registration Statement, which resolution is presently in full force and effect.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 30th day of September, 2025.
| /s/ Elizabeth H. Jones | |
| Elizabeth H. Jones | |
| Assistant Corporate Secretary |
FURTHER RESOLVED, That each officer and director who may be required to execute such Registration Statement or any amendment thereto (whether on behalf of the Corporation or as an officer or director thereof or by attesting the seal of the Corporation or otherwise) be and hereby is authorized to execute a power of attorney appointing Kodwo Ghartey-Tagoe (or his successor as Chief Legal Officer of the Corporation), Michael P. Callahan (or his successor as Treasurer of the Corporation), David S. Maltz and Elizabeth H. Jones, and each of them, as true and lawful attorneys and agents to execute in his or her name, place and stead (in any such capacity) such Registration Statement and any and all amendments thereto and all instruments necessary or advisable in connection therewith, to attest the seal of the Corporation thereon and to file the same with the SEC, each of said attorneys and agents to have power to act with or without the others and to have full power and authority to do and perform in the name and on behalf of each of such officers and directors, or both, as the case may be, every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any such officer or director might or could do in person.
Exhibit 25.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) ¨
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
| (Jurisdiction of incorporation if not a U.S. national bank) |
95-3571558 (I.R.S. employer identification no.) |
| 333 South Hope Street Suite 2525 Los Angeles, California (Address of principal executive offices) |
90071 (Zip code) |
Duke Energy Corporation
(Exact name of obligor as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) |
20-2777218 (I.R.S. employer identification no.) |
| 525 South Tryon Street Charlotte, North Carolina (Address of principal executive offices) |
28202 (Zip code) |
Variable Denomination Floating Rate Demand Notes
(Title of the indenture securities)
| 1. | General information. Furnish the following information as to the trustee: |
| (a) | Name and address of each examining or supervising authority to which it is subject. |
| Name | Address | ||
| Comptroller of the Currency United States Department of the Treasury |
Washington, DC 20219 | ||
| Federal Reserve Bank | San Francisco, CA 94105 | ||
| Federal Deposit Insurance Corporation | Washington, DC 20429 | ||
| (b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
| 2. | Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
| 16. | List of Exhibits. |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act").
| 1. | A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875). |
| 2. | A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948). |
| 3. | A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875). |
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| 4. | A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229762). |
| 6. | The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875). |
| 7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
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SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, and State of Illinois, on the 22nd day of September, 2025.
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. | |||
| By: | /s/ Ann Dolezal | ||
| Name: | Ann M. Dolezal | ||
| Title: | Vice President | ||
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EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 333 South Hope Street, Suite 2525, Los Angeles, CA 90071
At the close of business June 30, 2025, published in accordance with Federal regulatory authority instructions.
| Dollar amounts in thousands | ||||
| ASSETS | ||||
| Cash and balances due from depository institutions: | ||||
| Noninterest-bearing balances and currency and coin | 9,503 | |||
| Interest-bearing balances | 224,982 | |||
| Securities: | ||||
| Held-to-maturity securities | 0 | |||
| Available-for-sale debt securities | 98,650 | |||
| Equity securities with readily determinable fair values not held for trading | 0 | |||
| Federal funds sold and securities purchased under agreements to resell: | ||||
| Federal funds sold in domestic offices | 0 | |||
| Securities purchased under agreements to resell | 0 | |||
| Loans and lease financing receivables: | ||||
| Loans and leases held for sale | 0 | |||
| Loans and leases held for investment | 0 | |||
| LESS: Allowance for credit losses on loans and leases | 0 | |||
| Loans and leases held for investment, net of allowance | 0 | |||
| Trading assets | 0 | |||
| Premises and fixed assets (including right-of-use assets) | 8,796 | |||
| Other real estate owned | 0 | |||
| Investments in unconsolidated subsidiaries and associated companies | 0 | |||
| Direct and indirect investments in real estate ventures | 0 | |||
| Intangible assets | 856,313 | |||
| Other assets | 127,415 | |||
| Total assets | $ | 1,325,659 | ||
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| LIABILITIES | ||||
| Deposits: | ||||
| In domestic offices | 797 | |||
| Noninterest-bearing | 797 | |||
| Interest-bearing | 0 | |||
| Federal funds purchased and securities sold under agreements to repurchase: | ||||
| Federal funds purchased in domestic offices | 0 | |||
| Securities sold under agreements to repurchase | 0 | |||
| Trading liabilities | 0 | |||
| Other borrowed money: | ||||
| (includes mortgage indebtedness) | 0 | |||
| Not applicable | ||||
| Not applicable | ||||
| Subordinated notes and debentures | 0 | |||
| Other liabilities | 258,686 | |||
| Total liabilities | 259,483 | |||
| Not applicable | ||||
| EQUITY CAPITAL | ||||
| Perpetual preferred stock and related surplus | 0 | |||
| Common stock | 1,000 | |||
| Surplus (exclude all surplus related to preferred stock) | 107,683 | |||
| Not available | ||||
| Retained earnings | 957,483 | |||
| Accumulated other comprehensive income | 10 | |||
| Other equity capital components | 0 | |||
| Not available | ||||
| Total bank equity capital | 1,066,176 | |||
| Noncontrolling (minority) interests in consolidated subsidiaries | 0 | |||
| Total equity capital | 1,066,176 | |||
| Total liabilities and equity capital | 1,325,659 |
I, Janice Shell, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
| Janice Shell | ) | CFO |
We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
| Elizabeth Lyndon, Managing Director | ) | ||
| Kevin C. Weeks, President | ) | Directors (Trustees) | |
| Fernando A. Costa, Managing Director | ) |
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