DEF 14A of Wec Energy Group, Inc., Mar 26, 2026

DEF 14A of Wec Energy Group, Inc.

Filed Mar 26, 2026 · FY20250000783325-26-000035

Open on EDGAR

  1. Compensation Discussion and Analysis P-42

    Compensation Discussion and Analysis P-42 Executive Summary P-42 Components of Our Executive Compensation Program P-44 Determination of Market Median P-46 Annual Base Salary P-46 Annual Cash Incentive Compensation P-46 Long-Term Incentive Compensation P-50 Compensation Recoupment Policy P-53 Stock Ownership Guidelines P-54 Prohibition on Hedging and Pledging P-54 Limited Trading Windows P-54 Retirement Programs P-54 Other Benefits, Including Perquisites P-54 Tax Gross-Up Policy P-55 Severance Benefits and Change in Control P-55 Impact of Prior Compensation P-55 Tax and Accounting Considerations P-55 Compensation Committee Report P-55

  2. The Director Nominees at a Glance

    The Director Nominees at a Glance The following table provides an overview of the director nominees, current as of January 22, 2026. All of the director nominees were elected at the 2025 Annual Meeting of Stockholders. Additional information regarding our director nominees, including a detailed skills matrix, begins on P-14. AOC Audit and Oversight Committee FC Finance Committee ò Member CC Compensation Committee EC Executive Committee ▲ Committee Chair CG Corporate Governance Committee F Financial Expert See P-14 for diversity characteristics self-identified by each director.

  3. The Director Nominees at a Glance

    | WEC Energy Group | P-11 | 2026 Proxy Statement |

  4. The Director Nominees at a Glance

    | PROPOSAL 1: ELECTION OF DIRECTORS – TERMS EXPIRING IN 2027 | | | What am I voting on? Stockholders are being asked to elect 12 director nominees each for a one-year term. | Voting Recommendation: ü FOR the election of each Director Nominee. The Board of Directors and Corporate Governance Committee believe the 12 director nominees possess the experience and qualifications necessary to provide effective oversight of the Company and the long-term interests of its stockholders. |

  5. The Director Nominees at a Glance

    WEC Energy Group’s bylaws require each director to be elected annually to hold office for a one-year term. Acting on the recommendation of the Corporate Governance Committee, the Board is recommending the following 12 nominees for election as directors at our annual meeting. Each nominee, if elected, will serve until the 2027 Annual Meeting of Stockholders, or until a successor is duly elected and qualified.

  6. The Director Nominees at a Glance

    | 1. Warner L. Baxter | 5. Cristina A. Garcia-Thomas | 9. Scott J. Lauber | | 2. Ave M. Bie | 6. Maria C. Green | 10. Ulice Payne, Jr. | | 3. Danny L. Cunningham | 7. Thomas K. Lane | 11. Mary Ellen Stanek | | 4. William M. Farrow III | 8. John D. Lange | 12. Glen E. Tellock |

  7. The Director Nominees at a Glance

    •All director nominees currently serve as directors on our Board. All nominees were elected by our stockholders at our 2025 Annual Meeting of Stockholders, each having received at least 94.2% of the votes cast. •All director nominees are independent with the exception of Director Lauber, who is not independent due to his current employment with WEC Energy Group. •Each nominee has consented to being nominated and to serve if elected. In the unlikely event that any nominee becomes unable to serve for any reason, the proxies will be voted for a substitute nominee selected by the Board upon the recommendation of the Corporate Governance Committee. •This is an uncontested election; therefore, our majority vote standard for election of directors will apply. Under this standard, each director nominee will be elected only if the number of votes cast favoring such nominee’s election exceeds the number of votes cast opposing that nominee’s election, as long as a quorum is present. Therefore, presuming a quorum is present, shares not voted, whether by broker non-vote, abstention, or otherwise, have no effect on the election of directors. Proxies may not be voted for more than 12 persons in the election of directors. •Director Klappa reached retirement age in 2025, and therefore, is not serving as a nominee. Director Klappa currently serves as Non-Executive Chairman. The Board intends to appoint Director Lauber as Chairman of the Board in May 2026, subject to his election as a director by stockholders at the 2026 Annual Meeting. We sincerely thank Director Klappa for his many contributions and dedicated service to the Company over the past 23 years. The process through which the Board arrived at these director nominees is the result of the Board’s regular assessment of its composition and its focused attention to ongoing succession planning, as described in the following pages.

  8. The Director Nominees at a Glance

    | WEC Energy Group | P-12 | 2026 Proxy Statement |

  9. 2026 DIRECTOR NOMINEES FOR ELECTION

    2026 DIRECTOR NOMINEES FOR ELECTION The following 12 individuals have been nominated for election to the Board of Directors at the 2026 Annual Meeting of Stockholders. Biographical information for each director nominee is set forth below. Ages are as of January 22, 2026, the date each person was designated as a nominee of the Board for election at the Meeting.

  10. 2026 DIRECTOR NOMINEES FOR ELECTION

    | Warner L. Baxter | Independent |

  11. 2026 DIRECTOR NOMINEES FOR ELECTION

    | | Age: 64 Director Since: 2025 Board Committee: Audit and Oversight |

  12. Professional Experience

    Professional Experience Ameren Corporation - Retired, Executive Chairman from 2022 to 2023; Chairman, President and CEO from 2014 to 2021. Ameren is a Fortune 500 energy company serving approximately 2.5 million electric and 900,000 natural gas customers in Illinois and Missouri.

  13. Other Public Directorships

    Other Public Directorships U.S. Bancorp since 2015, Audit Committee Chair since 2023 Quanta Services, Inc. since May 2024, Safety, Operations and Risk Committee Chair since 2025.

  14. Director Qualifications

    Director Qualifications Director Baxter brings to our Board of Directors extensive experience as a senior executive and director of a large investor-owned public utility holding company with electric and natural gas utilities. He also held significant leadership roles in Ameren's electric and gas utilities, as well as in the electric and gas utility industry, including chair of both the Edison Electric Institute and Electric Power Research Institute. Director Baxter has other public company board of director experience at two Fortune 500 companies, U.S.Bancorp and Quanta Services, Inc. and currently serves as chair of the Audit Committee at U.S.Bancorp, as well as chair of the Safety, Operations and Risk Committee of Quanta Services, Inc. Director Baxter’s leadership roles and experience provide WEC Energy Group and its board of directors with valuable industry-based insights, in the case of risk management, operations, and strategic planning skills, legislative and regulatory matters, corporate governance, environmental matters, accounting and financial reporting, investor relations, human capital management and compensation.

  15. Director Qualifications

    | Ave M. Bie | Independent |

  16. Director Qualifications

    | | Age: 68 Director Since: 2023 Board Committee: Audit and Oversight; Corporate Governance |

  17. Professional Experience

    Professional Experience Quarles & Brady LLP - Retired, Partner from 2005 to 2022. Quarles is a law firm serving a diverse list of domestic and international clients of all sizes, in both large industrial sectors and small entrepreneurial settings.

  18. Other Public Directorships

    Other Public Directorships None A retired business law, utilities and energy attorney who spent her legal career counseling utilities and independent power producers, Director Bie brings to our Board of Directors extensive industry experience across all aspects of the utility industry, from government relations and permitting to counseling on infrastructure and long-range planning. At the time of her retirement in 2022, she was a partner at Quarles, where, for over 20 years she focused on developing regulatory strategies to address critical infrastructure and renewable portfolio standards. While at Quarles, she developed the firm’s corporate and social responsibility initiatives, leading the firm's efforts for five years. Prior to joining Quarles, Director Bie served for seven years as the Chair of the Public Service Commission of Wisconsin, addressing both transmission and generation infrastructure issues, including the review and approval of utility projects. The Board also greatly benefits from the insights Director Bie has gained as a member (and past Chair and Vice Chair) of the board of the New York Independent System Operator, which operates the New York state bulk electricity grid and administers competitive wholesale markets, conducts comprehensive long-term planning and advances the technological and security infrastructure of the electric system serving New York. As a member of our Audit and Oversight Committee, Director Bie applies these experiences, along with her 25+ years of leadership roles in utility and regulatory trade groups, to the committee’s risk oversight responsibilities, including those matters pertaining to legal and regulatory risks and compliance, as well as data privacy and cybersecurity. Her extensive board experience adds value to her service as a member of our Corporate Governance Committee as well.

  19. Other Public Directorships

    | WEC Energy Group | P-18 | 2026 Proxy Statement |

  20. Other Public Directorships

    | Danny L. Cunningham | Independent |

  21. Other Public Directorships

    | | Age: 70 Director Since: 2018 Board Committees: Audit and Oversight (Chair); Executive |

  22. Other Public Directorships

    Deloitte & Touche LLP - Retired, served as Partner from 2002 to 2015, and Chief Risk Officer from 2012 to January 2016. Deloitte & Touche is an industry-leading audit, consulting, tax, and advisory firm.

  23. Other Public Directorships

    Other Public Directorships Director of Enerpac Tool Group Corp. since 2016.

  24. Director Qualifications

    Director Qualifications Director Cunningham brings to our Board of Directors more than 30 years of experience serving public audit clients in a broad array of industries, including manufacturing and financial services, as well as a deep understanding of the business, economic, compliance, and regulatory environment in which the Company and many of its major customers operate. Director Cunningham applies his strong expertise in financial reporting, accounting, internal controls, and audit functions to his responsibilities as WEC Energy Group’s Audit and Oversight Committee Chair. This experience also contributes great value to the Board as it fulfills its responsibility for oversight of the Company's accurate preparation of financial statements and disclosures, and compliance with legal and regulatory requirements. Having served as chief risk officer at Deloitte & Touche, Director Cunningham gained insights into the complexities of risk management, and applies this expertise in assessing the effectiveness of the Company's practices and policies to mitigate enterprise-wide risks. Director Cunningham’s multi-national experience brings the added diversity of a global perspective to the Board as it evaluates its strategic objectives.

  25. Director Qualifications

    | William M. Farrow III | Independent |

  26. Director Qualifications

    | | Age: 70 Director Since: 2018 Board Committees: Compensation; Corporate Governance (Chair); Executive |

  27. Professional Experience

    Professional Experience Winston and Wolfe, LLC - Retired, Chairman and Chief Executive Officer from 2010 to 2023. Winston and Wolfe was a privately held technology development and advisory company.

  28. Other Public Directorships

    Other Public Directorships Director of CBOE Global Markets Inc. since 2016; Lead Director May 2023 to September 2023 and Non-Executive Chairman since September 2023. Director of Echo Global Logistics Inc., May 2017 to November 2021. In serving as Chair of the Corporate Governance Committee, Director Farrow brings to our Board of Directors over 40 years of senior leadership experience in managing business operations, technology development, enterprise risk, and strategy. His extensive professional experience in the highly regulated banking and financial markets, accompanied by knowledge acquired from his service on the boards of CBOE Global Markets and the Federal Reserve Bank of Chicago, enable him to add significant value to our Board’s oversight of the Company’s financial management strategy. His firsthand experience and perspectives in addressing advances in information technology, coupled with the experience he has gained serving as the non-executive chairman for CBOE Global Markets, is particularly valuable to the Board as WEC Energy Group companies address complex risks, including those associated with protecting operating systems and assets against physical and cyber threats. Having spent his career in Chicago, Director Farrow is able to provide the Board with economic, social, and public policy insight to conducting business in Chicago, which is further enhanced by the strong relationships he has developed with key leaders while serving on the boards of several highly visible Chicago-area private, not-for-profit and community organizations.

  29. Other Public Directorships

    | WEC Energy Group | P-19 | 2026 Proxy Statement |

  30. Other Public Directorships

    | Cristina A. Garcia-Thomas | Independent |

  31. Other Public Directorships

    | | Age: 56 Director Since: 2021 Board Committee: Corporate Governance |

  32. Other Public Directorships

    Interim President, Greater Milwaukee Committee from Jan. 2026 to present. Advocate Health (formerly Advocate Aurora Health) - Senior Vice President and Chief Diversity, Equity and Inclusion Officer from December 2022 to August 2024; Chief External Affairs Officer from April 2018 to December 2022. Advocate Health, the fifth-largest non-profit integrated health system in the nation, operates across Alabama, Georgia, Illinois, North Carolina, South Carolina and Wisconsin. Advocate National Center for Health Equity - President from December 2022 to August 2024. Advocate National Center for Health Equity is a non-profit center innovating strategies for equitable health and health care for all.

  33. Other Public Directorships

    Other Public Directorships None

  34. Director Qualifications

    Director Qualifications Director Garcia-Thomas brings to our Board of Directors significant leadership experience, particularly in the areas of customer and community relations, and human capital management. A former executive of Advocate Health, the largest employer in the Milwaukee region, she successfully addressed complex business issues in a highly regulated environment. As the Chief External Affairs Officer from 2018 to December 2022, Director Garcia-Thomas was responsible for shaping the overall experience for patients, employees and community partners. She held oversight responsibility for diversity, equity and inclusion, community relations, community health, community programs and the charitable foundation, through which she utilized and expanded her deep understanding of public policy, social priorities and challenges, and corporate governance. Through her executive and civic leadership, Director Garcia-Thomas has established a strong network in the Company’s Wisconsin and Illinois service areas, giving her keen insights into the needs of our customers. She contributes her experience in these areas to her service on our Corporate Governance Committee, and to the Board’s oversight responsibilities and strategic discussions on sustainable value creation, customer care and human capital management.

  35. Director Qualifications

    | Maria C. Green | Independent |

  36. Director Qualifications

    | | Age: 73 Director Since: 2019 Board Committees: Audit and Oversight; Finance |

  37. Professional Experience

    Professional Experience Ingersoll Rand plc - Retired, Senior Vice President and General Counsel from 2015 to June 2019. Ingersoll Rand is a diversified industrial manufacturer with market-leading brands serving customers in global commercial, industrial and residential markets.

  38. Other Public Directorships

    Other Public Directorships Director of Tennant Co. since 2019. Director of Littelfuse Inc. since 2020. Director of Fathom Digital Manufacturing Corporation from 2021 to June 2024 (no longer publicly traded). Director Green brings to our Board of Directors senior leadership experience accumulated during her 35-year career in law and business, including extensive public company experience in strategic planning, acquisitions, enterprise risk management and shareholder relations, from which she provides valuable insights in her service as a member of both our Finance and Audit and Oversight Committees. Director Green has substantial experience with respect to corporate sustainability matters, including oversight responsibility for environmental compliance and corporate responsibility reporting, as well as engagement with investors on these matters. Having served in the role of corporate secretary for several public companies, Director Green’s deep corporate governance experience is of tremendous value to our Board as it carries out its evolving oversight responsibilities. Director Green also contributes valuable insights into the economic, educational and social matters impacting the greater Chicago community, where the Company has two utility subsidiaries. In particular, these insights come from having served for 18 years at Illinois Tool Works, a Fortune 200 global diversified manufacturing company headquartered in the northern suburbs of Chicago, and as a member (and past chairman) of the Chicago Urban League executive committee.

  39. Other Public Directorships

    | WEC Energy Group | P-20 | 2026 Proxy Statement |

  40. Other Public Directorships

    | Thomas K. Lane | Independent Lead Director |

  41. Other Public Directorships

    | | Age: 69 Director Since: 2020 Board Committees: Audit and Oversight; Compensation; Executive |

  42. Other Public Directorships

    Energy Capital Partners LLC - Vice Chairman since 2017; Partner from 2005 to 2017. Energy Capital Partners is a private equity firm that focuses on investing in power generation, midstream gas, electric transmission and energy and environmental services sectors of North America's energy infrastructure.

  43. Other Public Directorships

    Other Public Directorships None

  44. Director Qualifications

    Director Qualifications In serving as WEC Energy Group's Independent Lead Director, Director Lane brings to our Board of Directors more than 30 years of broad financial experience focused within the energy sector, which provides him with a deep understanding of the complexities inherent to delivering strong financial performance in a regulated industry. His experience in this area includes 17 years in the Investment Banking Division at Goldman Sachs where he held senior-level coverage responsibility for electric and gas utilities, independent power companies and midstream energy companies throughout the United States. Director Lane has significant experience in assessing the individual components of a company’s financial performance and how it relates to a company’s compensation program, experience he gained over the course of his career, which has been focused within the energy sector, and which is very valuable to his service as a member of our Compensation Committee. Since 2017, Director Lane has served as Vice Chairman of Energy Capital Partners, following 12 years as a partner of the firm. During this tenure, he was responsible for establishing and executing the firm’s investment strategies, which included projects encompassing power generation and renewables, as well as midstream and environmental infrastructure. This experience enables him to add significant value to the Board’s oversight of the Company’s long-term growth strategy, as does his substantial experience planning and executing merger and acquisition strategies. Having testified before the House Energy Subcommittee on energy-related matters, Director Lane also brings to our Board an understanding of the formulation of energy policy at the federal government level. His strong financial reporting experience within a regulated industry, combined with his broad understanding of the risks facing the utility sector, provide tremendous value in his service as a member of our Audit and Oversight Committee.

  45. Director Qualifications

    | John D. Lange | Independent |

  46. Director Qualifications

    | | Age: 59 Director Since: 2025 Board Committee: Finance |

  47. Professional Experience

    Professional Experience Barclays PLC - Retired, global head of multiple groups: Power, Utilities and Renewable Energy Group from 2008 to 2024; Natural Resources Group from 2019 to 2024; and Industrials Group from 2019 to 2024.

  48. Other Public Directorships

    Other Public Directorships None Having spent 28 years in investment banking, Director Lange brings to our Board of Directors strong experience from working primarily with clients in the utility, energy, renewables and industrials segments. Prior to his retirement from Barclays in 2024, Director Lange advised his clients how to successfully navigate industry, market, financial, technological and regulatory challenges through strategic positioning, mergers and acquisitions, investor positioning, financial management and equity, debt and structured financings in the public and private markets. Over the years, Mr. Lange demonstrated his leadership expertise as the global head of the Power, Utilities and Renewable Energy Group, of the Natural Resources Group, and of the Industrials Group. Director Lange spent considerable time working on energy and industrial transformation to a lower carbon economy, which included analysis of new energy technologies, raising capital for new energy technology companies, advising clients on investor positioning, helping identify opportunities and challenges associated with the energy transition and devising action plans to better position companies to maximize shareholder value. He also served as a key contributor to energy and utility industry-wide advisory bodies, having been a member of the Electric Power Research Institute’s Advisory Council and co-chair of the Wall Street Advisory Group for the Edison Electric Institute. Director Lange contributes significant financial and energy industry experience to our board as a member of the Finance Committee.

  49. Other Public Directorships

    | WEC Energy Group | P-21 | 2026 Proxy Statement |

  50. Other Public Directorships

    | Scott J. Lauber | President and CEO |

  51. Other Public Directorships

    | | Age: 60 Director Since: 2022 Board Committee: None |

  52. Other Public Directorships

    WEC Energy Group - President and CEO since February 2022; Senior Executive Vice President and Chief Operating Officer from June 2020 to January 2022. Wisconsin Electric Power Company (wholly owned subsidiary of WEC Energy Group) Chairman of the Board and CEO since February 2022; President from January 2022 to March 2024; Executive Vice President from April 2016 to January 2022. Director of Wisconsin Electric Power Company since April 2016. Director Lauber also serves as an executive officer and/or director of several other major subsidiaries of WEC Energy Group.

  53. Other Public Directorships

    Other Public Directorships None

  54. Director Qualifications

    Director Qualifications Director Lauber has over 35 years of experience working at WEC Energy Group and/or its subsidiaries and has held senior leadership levels for the past 14 years. A certified public accountant, Director Lauber first joined the Company in 1990 and held positions of increasing responsibility in the areas of financial planning and management, accounting, and internal controls. In April 2016, he was named Executive Vice President and Chief Financial Officer for WEC Energy Group, and added the Treasurer responsibilities in October 2018. From there, he advanced through multiple executive leadership positions, including as Executive Vice President and Chief Operating Officer, a position that included oversight responsibility for Information Technology, Enterprise Risk Management, Major Projects, Power Generation, Supply Chain, Supplier Diversity, and WEC Infrastructure and Fuels. Effective February 2022, Director Lauber was named President and Chief Executive Officer of WEC Energy Group and appointed to the Board of Directors. With his deep expertise in financial and investment matters, in addition to his extensive knowledge and experience in the broad scope of the Company's business operations critical to its continuing success as a leading Midwest public utility holding company, Director Lauber contributes substantive insight into the Company’s strategies, objectives, risks and opportunities.

  55. Director Qualifications

    | Ulice Payne, Jr. | Independent |

  56. Director Qualifications

    | | Age: 70 Director Since: 2003 Board Committees: Compensation (Chair); Executive; Finance |

  57. Professional Experience

    Professional Experience Addison-Clifton, LLC - Managing Member since 2004. Addison-Clifton provides global trade compliance advisory services.

  58. Other Public Directorships

    Other Public Directorships Director of Foot Locker, Inc. from 2016 to September 2025. Director of Manpower Group since 2007. Director Payne brings to our Board of Directors strong senior leadership and public service experience within the greater Milwaukee community and State of Wisconsin, having previously served in roles that included the Securities Commissioner for the State of Wisconsin, managing partner of the Milwaukee office of the law firm Foley & Lardner LLP, and president and CEO of the Milwaukee Brewers Baseball Club, Inc. In addition, Director Payne is involved in numerous Milwaukee-area non-profit entities, making him well-positioned to provide the Board with perspective on the economic and social issues affecting the greater Milwaukee area, as well as a broad spectrum of the Company's customers. As founder and President of Addison-Clifton, LLC, which provides global trade compliance consulting, Director Payne understands the importance of providing clients with exceptional customer service, a focus that is critical to the execution of WEC Energy Group's strategic initiatives. Director Payne applies his senior leadership, governance and risk management capabilities, and significant managerial, operational, financial and global experiences to his role as chair of our Compensation Committee and as a member of our Finance Committee.

  59. Other Public Directorships

    | WEC Energy Group | P-22 | 2026 Proxy Statement |

  60. Other Public Directorships

    | Mary Ellen Stanek | Independent |

  61. Other Public Directorships

    | | Age: 69 Director Since: 2012 Board Committee: Finance (Chair); Executive |

  62. Other Public Directorships

    Baird Financial Group - Managing Director and Director of Asset Management since 2000. Baird Financial Group provides wealth management, capital markets, private equity, and asset management services to clients worldwide. Baird Advisors - Chief Investment Officer - Emeritus since January 2025; Co-Chief Investment Officer from 2022 to January 2025; Chief Investment Officer from 2000 to 2022. Baird Advisors is an institutional fixed income investment advisor. Baird Funds, Inc. - President since 2000 and member of the Board of Directors since May 2025). Baird Funds is a publicly registered investment company.

  63. Other Public Directorships

    Other Public Directorships Trustee of The Northwestern Mutual Life Insurance Company 2009 to June 2023.

  64. Director Qualifications

    Director Qualifications Director Stanek, who is a Chartered Financial Analyst, brings to our Board of Directors extensive financial and investment strategy expertise, resulting from over 40 years of investment management experience. As Managing Director and Director of Asset Management of Baird Financial Group, a position she has held since 2000, Director Stanek's expertise in fixed income investments provides our Board and management with invaluable financial strategy insight relative to WEC Energy Group and its subsidiaries, which customarily issue debt securities as a means of raising capital. As chair of the WEC Energy Group Finance Committee, she also offers valuable perspective on insurance risk matters, having served for 15 years as a director of West Bend Mutual Insurance Company. In addition to her recognition as a prominent business leader in Milwaukee's financial community, Director Stanek has dedicated significant time to serving on the boards of a large number of Milwaukee-area non-profit organizations, through which she has developed strong relationships with key community leaders and stakeholders. From these experiences, she brings our Board insightful perspectives on issues impacting the culture and viability of today’s workforce, as well as a deep understanding of corporate governance matters.

  65. Director Qualifications

    | Glen E. Tellock | Independent |

  66. Director Qualifications

    | | Age: 64 Director Since: 2022 Board Committee: Audit and Oversight |

  67. Board of Directors

    Board of Directors While the Board delegates specified duties to its committees, the Board retains collective responsibility for comprehensive risk oversight, including short- and long-term critical risks that could significantly impact the Company. The Board believes that certain matters should be contemplated by the diverse perspective of its full membership. This includes oversight of risks that have the potential to result in significant financial or reputational consequences that could impact the Company’s brand, limit its sustainability or jeopardize its value to stockholders. As part of the Board’s approach to risk oversight and management, the Chief Executive Officer provides reports to the Board at each Board meeting and routinely calls upon members of the management team to provide detailed reports to the Board in their respective areas of responsibility, including matters of enterprise risk.

  68. Risk Oversight Responsibilities

    | Board Oversight | | | | | •Short- and long-term strategy and strategic initiatives •Risk management processes •Leadership succession planning •Code of Business Conduct | | •Significant capital investments, including mergers and acquisitions •Corporate sustainability matters •Regular reporting from Board committees on specific risk oversight responsibilities | | | Committees | | | | | Audit and Oversight | Compensation | Corporate Governance | Finance | | •External auditor independence •Ethics and compliance program •Financial reporting •Oversight of Internal Audit Function •Retention of outside auditors and evaluation of auditors' qualifications •Legal and regulatory risks and compliance, including: •Data privacy and security, including cyber, physical and operating technology •Electric reliability standards •Environmental matters •Government relations, including political spending and lobbying •Litigation | •Compensation practices and programs, including risks associated therewith •CEO performance •Executive succession planning •Human capital management and development | •Board performance •Board succession planning •Director independence •Governance structure and practices | •Capital allocation and investments •Capital structure and financings •Financial plan •Employee retirement and benefit plan assets •Insurance and other financial risk management programs | | Management Responsibilities | | | | | •Design and operate enterprise risk management program, including risk identification, assessment and prioritization •Conduct regular, executive-level committee review of key risk areas with updates to Board •Engage with Board and committee chairs on areas of assigned risk oversight | | | |

  69. Annual Performance Evaluations

    Annual Performance Evaluations

  70. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Consistent with its charter, the Compensation Committee seeks to maintain a competitive director compensation program that enables the Company to attract and retain key individuals and to motivate them to help the Company achieve its short- and long-term goals. As such, the Committee is responsible for reviewing key market-based trends in director compensation and benefits packages and for recommending changes to the Board, as appropriate, that will attract and retain quality directors. The Committee’s charter authorizes it to engage consultants or advisors in connection with its review and analysis of director compensation. The Compensation Committee used FW Cook for this purpose during 2025. Directors who are also employees of the Company do not receive additional compensation for service as a director.

  71. 2025 Compensation of the Board of Directors

    | Compensation Element | 2025 Non-Management Director Compensation Program | | Annual Cash Retainer Fee | $120,000 paid in $30,000 quarterly increments | | Annual Non-Executive Chairman Retainer Fee | $187,500 paid in $46,875 quarterly increments | | Annual Independent Lead Director Retainer Fee | $30,000 paid in $7,500 quarterly increments | | Annual Equity Retainer | $160,000 in restricted stock, which vests one year from grant date | | Annual Committee Chair Fees | | | Audit and Oversight | $20,000 paid in $5,000 quarterly increments | | Compensation | $20,000 paid in $5,000 quarterly increments | | Corporate Governance | $15,000 paid in $3,750 quarterly increments | | Finance | $15,000 paid in $3,750 quarterly increments | | Board and Committee Meeting Fees | None | | Stock Ownership Guideline | Ownership of common stock or deferred stock units that have a value equal to five times the annual cash retainer for non-management directors to be satisfied within five years of joining the Board |

  72. Director Compensation Table

    Director Compensation Table The following table summarizes the total compensation received during 2025 by each director serving as a non-management director of WEC Energy Group at any time in 2025.

  73. Director Compensation Table

    | Name | Fees Earned or Paid In Cash | (1) Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Warner L. Baxter | 120,000 | 160,000 | — | — | — | — | 280,000 | | Ave M. Bie | 120,000 | 160,000 | — | — | — | — | 280,000 | | Curt S. Culver (2)(3)(5) | 65,316 | 183,919 | — | — | — | 24,893 | 274,128 | | Danny L. Cunningham | 140,000 | 160,000 | — | — | — | — | 300,000 | | William M. Farrow III | 135,000 | 160,000 | — | — | — | — | 295,000 | | Cristina A. Garcia-Thomas (4) | 120,000 | 160,000 | — | — | 2,314 | — | 282,314 | | Maria C. Green | 120,000 | 160,000 | — | — | — | — | 280,000 | | Gale E. Klappa (4)(5) | 307,500 | 160,000 | — | — | 1,746,456 | 27,560 | 2,241,516 | | Thomas K. Lane | 150,000 | 160,000 | — | — | — | — | 310,000 | | John D. Lange | 120,000 | 160,000 | — | — | — | — | 280,000 | | Ulice Payne, Jr.(5) | 140,000 | 160,000 | — | — | — | 22,799 | 322,799 | | Mary Ellen Stanek | 129,684 | 160,000 | — | — | — | — | 289,684 | | Glen E. Tellock | 120,000 | 160,000 | — | — | — | — | 280,000 |

  74. Director Compensation Table

    (1) Each director, with the exception of Mr. Culver, held 1,749 shares of restricted stock as of the close of business on December 31, 2025. (2) Mr. Culver completed his service as director at the Annual Meeting of Stockholders held on May 8, 2025. (3) In consideration of his exemplary service to the Board, the Compensation Committee accelerated the vesting of 1,707 shares of restricted stock previously awarded to Mr. Culver. The incremental fair value associated with his acceleration was $23,850.14, which is included in the reported amount. (4) The amount reported for Director Garcia-Thomas represents above-market earnings on compensation that was deferred into the Prime Rate Fund under WEC Energy Group’s Directors' Deferred Compensation Plan. Above-market earnings represent the difference between the interest rate used to calculate earnings under the respective plan and 120% of the applicable federal long-term rate prescribed by the Internal Revenue Code. The amount reported for Director Klappa's Change in Pension Value and Nonqualified Deferred Compensation Earnings reflects the aggregate change in the actuarial present value of his accumulated benefit under all defined benefit plans from December 31, 2024 to December 31, 2025, which totals $1,707,256. The amount reported also includes $39,200 of above-market earnings on compensation that was deferred into the Prime Rate Fund under WEC Energy Group’s Executive Deferred Compensation Plan and the WEC Energy Group Non-Qualified Retirement Savings Plan. For 2025, the applicable discount rate used to value pension plan liabilities moved from 5.70% to 5.50%. As the discount rate decreases, the Company's pension funding obligation increases. The change in the actuarial present value of Director Klappa's pension benefits do not constitute a cash payment. The pension value reported represents only WEC Energy Group's obligation of the aggregate change in the actuarial present value of Director Klappa's accumulated benefit under all defined benefit plans. Director Klappa is entitled to receive pension benefits from a prior employer. To the extent such prior employer is unable to pay his pension obligations, WEC Energy Group may be obligated to pay the total amount. (5) All Other Compensation for Mr. Klappa includes the cost attributed to the Directors' Charitable Awards Program, $26,511, and the cost of insurance for healthcare and safety management when travelling outside the United States. All Other Compensation for Directors Culver and Payne represents costs attributed to each director for the Directors' Charitable Awards Program.

  75. Stock Awards

    Stock Awards On January 2, 2025, each then current non-management director received his or her 2025 annual equity retainer in the form of restricted stock equal to a value of $160,000. The amounts reported in the Stock Awards column include the aggregate grant date fair value, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification ("FASB ASC") Topic 718, excluding estimated forfeitures, of the restricted stock awarded. Each reported restricted stock award vests in full one year from the grant date.

  76. 2026 Compensation of the Board of Directors

    2026 Compensation of the Board of Directors In December 2025, the Compensation Committee completed its annual review of director compensation and determined that, based upon research provided by FW Cook, total non-management director compensation delivered in a combination of cash-based retainers and equity awards, as well as the Lead Director fees and Audit and Oversight, Corporate Governance and Finance Committee Chair fees, were below the market median. Therefore, the Compensation Committee recommended, and the Board approved, an increase of $15,000 in total non-management director compensation to be delivered as $5,000 in cash-based retainers and $10,000 in equity. Therefore, effective January 1, 2026, the annual cash-based retainer was increased from $120,000 to $125,000 and the value of the annual restricted stock equity award was increased from $160,000 to $170,000. In addition, the Board approved the recommendation to increase the annual Independent Lead Director compensation from $30,000 to $35,000, the Audit and Oversight Committee Chair fees from $20,000 to $25,000, and both the Corporate Governance and Finance Committee Chair fees from $15,000 to $20,000. The Board determined that it was appropriate for the Non-Executive Chairman fees and Compensation Committee Chair fees to remain unchanged from the approved 2025 levels.

  77. Long-Term Stockholder Returns

    Long-Term Stockholder Returns Over the past decade, WEC Energy Group has consistently delivered strong total returns for its stockholders.

  78. COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

    COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM We have three primary elements of total direct compensation: (1) base salary; (2) annual incentive awards; and (3) long-term incentive awards consisting of a mix of performance units, stock options, and restricted stock. The Compensation Committee again retained Frederic W. Cook & Co., Inc. ("FW Cook") as its independent compensation consultant to advise the Compensation Committee with respect to our executive compensation program. The Compensation Committee generally relied upon the recommendations of FW Cook in its development of the 2025 program. As shown in the charts below, 89% of Mr. Lauber's 2025 total direct compensation and an average of 78% of the other NEOs’ 2025 total direct compensation was tied to Company performance and was not guaranteed. Total Variable Incentive Pay: 89% Total Variable Incentive Pay: 78% In addition to the components of total direct compensation identified above, our retirement programs are another important component of our compensation program. This Compensation Discussion and Analysis contains a more detailed discussion of each of the above components for 2025, including FW Cook’s recommendations with respect to each component.

  79. Competitive Benchmarking

    Competitive Benchmarking As a general matter, we believe the labor market for WEC Energy Group executive officers is consistent with that of general industry. Although we recognize our business is focused on the energy services industry, our goal is to have an executive compensation program that will allow us to be competitive in recruiting the most qualified candidates to serve as executive officers of the Company, including individuals who may be employed outside of the energy services industry. Further, in order to retain top performing executive officers, we believe our compensation practices must be competitive with those of general industry. To confirm that our annual executive compensation is competitive with the market, FW Cook reviewed general industry executive compensation survey data obtained from WTW and Aon Radford. FW Cook also analyzed the compensation data from a peer group of 20 companies similar to WEC Energy Group in size and business model. The methodology used by FW Cook to determine the peer group of companies is described below. FW Cook started with U.S. companies in the Standard & Poor’s database, and then limited those companies to the same line of business as WEC Energy Group as indicated by the Global Industry Classification Standards. This list of companies was then further limited to companies with revenues between $2.9 billion and $26.1 billion (approximately one-third to three times the size of WEC Energy Group’s revenues), and that were within a reasonable size range in various other measures such as operating income, total assets, total employees, and market capitalization. From this list, FW Cook selected companies similar in overall size to WEC Energy Group with consideration given to companies that met one or more of the following criteria: •Diversified, technically sophisticated utility operations (e.g., multiple utilities, electric utilities); and •Minimal non-regulated business. These criteria resulted in a comparison group of 20 companies with median revenues and market capitalization of approximately $12.1 billion and $23.6 billion, respectively. The comparison group utilized for purposes of 2025 compensation includes the same 20 companies as the previous year’s comparison group. The companies in the comparison group are listed below.

  80. Competitive Benchmarking

    | • Alliant Energy Corporation | • Consolidated Edison, Inc. | • Evergy, Inc. | • PG&E Corporation | | • Ameren Corporation | • Dominion Energy, Inc. | • Eversource Energy | • Pinnacle West Capital Corporation | | • American Electric Power Company, Inc. | • DTE Energy Company | • Exelon Corporation | • PPL Corporation | | • CenterPoint Energy, Inc. | • Edison International | • FirstEnergy Corp. | • The Southern Company | | • CMS Energy Corporation | • Entergy Corporation | • NiSource Inc. | • Xcel Energy Inc. |

  81. Competitive Benchmarking

    The Compensation Committee approved this comparison group.

  82. Competitive Benchmarking

    | WEC Energy Group | P-45 | 2026 Proxy Statement |

  83. ANNUAL CASH INCENTIVE COMPENSATION

    ANNUAL CASH INCENTIVE COMPENSATION We provide annual cash incentive compensation through our Short-Term Performance Plan (“STPP”). The STPP provides for annual cash awards to our executive officers and other key employees based upon the achievement of pre-established stockholder-, customer- and employee-focused objectives. All payments under the STPP are at risk. Payments are made only if performance goals are achieved, and awards may be less or greater than targeted amounts based upon actual performance. Payments under the STPP are intended to reward achievement of short-term goals that contribute to stockholder and customer value, as well as individual contributions to successful operations. 2025 Target Awards. Each year, the Compensation Committee approves a target level of compensation under the STPP for each of our NEOs. This target level of compensation is expressed as a percentage of base salary. The year-end 2025 target awards for each NEO are set forth in the chart below.

  84. ANNUAL CASH INCENTIVE COMPENSATION

    | Executive Officer | Target STPP Award as a Percentage of Annual Base Salary | | Mr. Lauber | 145% | | Ms. Liu | 85% | | Mr. Hooper | 85% | | Ms. Kelsey | 75% | | Mr. Garvin | 75% |

  85. ANNUAL CASH INCENTIVE COMPENSATION

    The Compensation Committee increased the 2025 target awards for Messrs. Lauber and Hooper by 5% from the 2024 target award levels in order to more closely align with the market data and overall job responsibilities of each officer. The target award levels of each NEO reflect median incentive compensation practices as indicated by the market data. For 2025, the possible payout for any NEO ranged from 0% of the target award to 210% of the target award, based upon Company performance.

  86. ANNUAL CASH INCENTIVE COMPENSATION

    | WEC Energy Group | P-46 | 2026 Proxy Statement |

  87. ANNUAL CASH INCENTIVE COMPENSATION

    Supporting Business Fundamentals. The financial, operational and social goals established under the STPP are linked to key objectives that support the Company’s sustainability. The Compensation Committee assesses management’s performance in achieving long-term strategic sustainability goals through the execution of the Company’s capital spending plan. Our ability to effectively fund the capital plan, as was done in 2025 with a mix of debt, hybrid securities, convertible debt securities, and common stock, has been directly linked with our ability to consistently deliver on the Company’s financial plan, which includes meeting the financial goals established under the STPP. These financial measures, which are discussed in more detail below, are key performance indicators underlying our NEOs' incentive compensation, linking achievement of the Company’s long-term strategy through our focus on short-term priorities. The operational and social goals established under the STPP are tied to achievement of strategic objectives, with a focus on customers, suppliers and employees. 2025 Financial Goals under the STPP. The Compensation Committee adopted the 2025 STPP with a continued focus on financial results. In December 2024, the Compensation Committee approved WEC Energy Group’s earnings per share (75% weight) and cash flow (25% weight) as the primary performance measures to be used in 2025. For those officers whose positions primarily relate to utility operations in Wisconsin, including Mr. Hooper until he was appointed Executive Vice President and Chief Operating Officer of WEC Energy Group in May 2025, the Compensation Committee approved WEC Energy Group's earnings per share (25% weight) and cash flow (25% weight), as well as aggregate net income of the Company's Wisconsin utility operations (50% weight), as the primary performance measures to be used in 2025. We continue to believe earnings per share and cash flow are key indicators of financial strength and performance, and are recognized as such by the investment community. Utility net income is an important financial measure as it is an indicator of the return on equity earned by the Company's utilities and generally, in order to meet WEC Energy Group's earnings per share targets, it is important that the utilities earn at or close to their allowed rate of return. With his appointment to Chief Operating Officer effective May 11, 2025, the Compensation Committee determined to base Mr. Hooper's payout under the STPP upon performance against the measures applicable to WEC Energy Group. Therefore, Mr. Hooper's 2025 STPP payout is based upon a combination of (i) WEC Energy Group's Wisconsin utility operations' performance against their 2025 performance goals and (ii) WEC Energy Group's performance against its 2025 performance goals. In January 2025, the Compensation Committee approved the performance goals under the STPP for WEC Energy Group’s earnings per share as set forth in the chart below.

  88. ANNUAL CASH INCENTIVE COMPENSATION

    | Earnings Per Share Performance Goal | Earnings Per Share Growth Rate | Payout Level | | $5.15 | 6.2% | 25% | | $5.17 | 6.6% | 50% | | $5.20 | 7.2% | 100% | | $5.22 | 7.6% | 135% | | $5.25 | 8.2% | 200% |

  89. ANNUAL CASH INCENTIVE COMPENSATION

    If the Company’s performance falls between these levels, the payout level with respect to earnings per share is determined by interpolating on a straight line basis the appropriate payout level. At the time the Compensation Committee established the earnings per share performance goals for 2025, the Company’s 5-year growth plan called for a compound annual growth rate ("CAGR") in earnings per share of 6.5% to 7.0% over that period, measured off a 2024 base of $4.85 per share, which represented the mid-point of the adjusted 2024 annual earnings guidance. The Compensation Committee believes that achievement of our projected CAGR, plus our continued growth in dividends, supports a premium valuation as compared to the Company’s peers. The Compensation Committee determined that achievement of earnings per share within the Company's 2025 guidance range of $5.17 to $5.27 per share would continue to be in-line with meeting the Company's 5-year CAGR growth plan. In order to achieve the Company's rolling 5-year CAGR of 6.5% to 7.0%, the Committee established aggressive earnings per share performance levels. The Committee tied the target (100%) payout level to a 7.2% year-over-year earnings per share growth rate, which would equate to earnings per share of $5.20, two cents below the mid-point of the Company's 2025 guidance range. The above-target payout level was tied to achievement of a year-over-year growth rate of 7.6%, or earnings per share of $5.22, and the 200% payout level was tied to a year-over-year growth rate of 8.2%, or earnings per share of $5.25. In January 2025, the Compensation Committee approved the performance goals under the STPP for WEC Energy Group’s cash flow as set forth in the chart below ($ in millions).

  90. ANNUAL CASH INCENTIVE COMPENSATION

    | Cash Flow | Payout Level | | $2,575 | 25% | | $2,625 | 50% | | $2,675 | 100% | | $2,725 | 135% | | $2,800 | 200% |

  91. ANNUAL CASH INCENTIVE COMPENSATION

    | WEC Energy Group | P-47 | 2026 Proxy Statement |

  92. ANNUAL CASH INCENTIVE COMPENSATION

    If the Company’s performance falls between these levels, the payout level with respect to cash flow is determined by interpolating on a straight-line basis the appropriate payout level. The Compensation Committee based the cash flow performance level goals on WEC Energy Group’s “net cash provided by operating activities” and adjusting for certain accruals and other items related to capital spending as well as proceeds from asset sales ("Adjusted Cash From Operations"). GAAP requires the accruals and other items to be recorded as part of cash from operations, but management views them as related to the Company’s capital expenditure program. Therefore, the Compensation Committee excludes these items when measuring the Company's cash flow performance. Management invests the cash received from asset sales into the Company, incurring operation and maintenance (“O&M”) costs. Because the O&M costs are recorded in “net cash provided by operating activities” on the cash flow statement, for purposes of measuring cash flow performance, the Compensation Committee determined that the cash received to fund those costs should also be treated as cash from operations. Pursuant to GAAP, proceeds from asset sales are recorded as part of net cash used in/provided by investing activities. The Compensation Committee believes that basing the cash flow performance goals on Adjusted Cash From Operations provides a more accurate measurement of the cash generated by the Company’s operations that is available for capital investment, which is the Company’s primary driver for earnings growth, and to fund O&M. Adjusted Cash From Operations is not a measure of financial performance under GAAP, and the Company's calculation may differ from similarly titled measures used by other companies or securities rating agencies. In January 2025, the Compensation Committee approved the performance goals under the STPP for the Wisconsin utilities' net income as set forth in the chart below ($ in millions).

  93. ANNUAL CASH INCENTIVE COMPENSATION

    | Net Income | Payout Level | | $1,016.7 | 25% | | $1,021.7 | 50% | | $1,026.7 | 100% | | $1,029.9 | 135% | | $1,033.1 | 200% |

  94. ANNUAL CASH INCENTIVE COMPENSATION

    2025 Financial Performance under the STPP. In January 2026, the Compensation Committee reviewed our actual performance for 2025 against the financial, operational and social performance goals established under the STPP, subject to final audit. WEC Energy Group’s 2025 financial performance satisfied the maximum payout level established for earnings per share and cash flow. WEC Energy Group’s earnings per share on a GAAP basis were $4.81 for 2025, which includes a $0.46 per share charge to earnings, reflecting an agreement on the terms of a proposed settlement The Peoples Gas Light and Coke Company ("PGL") and North Shore Gas Company ("NSG") reached with the Illinois Attorney General that, if approved by the Illinois Commerce Commission ("ICC"), would resolve all open proceedings related to the Qualifying Infrastructure Plant ("QIP") rider and the Uncollectible Expense Adjustment ("UEA") rider. Excluding this charge, WEC Energy Group’s adjusted earnings per share were $5.27. The proposed settlement and corresponding charge to earnings is not indicative of WEC Energy Group’s operating performance during 2025. As a result, the Compensation Committee determined that the Company’s performance against the earnings per share targets should be measured using adjusted earnings per share. WEC Energy Group’s cash flow, based on Adjusted Cash From Operations, was $3,400.0 million. In addition, our cash flow result is not a measure of financial performance under GAAP. The Wisconsin utilities' net income was $1,054.9 million for 2025, satisfying the maximum payout level. By satisfying the maximum payout level with respect to the adjusted earnings per share, cash flow and net income financial measures, the NEOs earned 200% of the target award from the financial goal component of the STPP. 2025 WEC Energy Group Operational and Social Goals and Performance under the STPP. In December 2024 and January 2025, the Compensation Committee also approved operational and social performance measures and targets under the STPP that promote certain of the Company's priorities. The Compensation Committee identified commitment to customer satisfaction, safety, and supplier and workforce diversity as critical to the success of the Company. For that reason, annual incentive awards could be increased or decreased by up to 10% based upon WEC Energy Group’s performance in the areas of customer satisfaction (5% weight), safety (2.5% weight), and supplier and workforce diversity (2.5% weight). The Compensation Committee measures customer satisfaction levels based upon the results of surveys that an independent third party conducts of customers who had direct contact with our utilities during the year, which measure (i) customers’ satisfaction with the respective utility overall, and (ii) customers’ satisfaction with respect to the particular transactions with the applicable utility. Safety is measured based upon performance against the number of lost-time injuries and Days Away, Restricted or Transferred ("DART") recordable incidents. DART is a metric that focuses on the more significant injuries and measures how many workplace injuries and illnesses resulted in employees missing work, required restricted work activities or resulted in job transfers. Using this measure is consistent with the focus in the Company's industry on safety practices and efforts that prevent the most severe injuries. The operational and social performance measures are based upon recommendations from management and take into consideration both current-year performance and our longer-term objective of achieving top quartile performance of all of our principal utilities. The Compensation Committee reviews management's recommendations and may make adjustments to the performance measures if it determines changes are necessary. The following table provides the operational and social goals approved by the Compensation Committee for 2025, as well as WEC Energy Group’s performance against these goals:

  95. ANNUAL CASH INCENTIVE COMPENSATION

    | WEC Energy Group | P-48 | 2026 Proxy Statement |

  96. ANNUAL CASH INCENTIVE COMPENSATION

    | Operational Measure | Below Goal | Goal | Above Goal | Final Result | | Customer Satisfaction Percentage of "Highly Satisfied": | -5.00% | 0.00% | +5.00% | | | Company | <81.4% | 81.4% - 84.2% | >84.2% | 84.1% | | Transaction | <83.7% | 83.7% - 87.0% | >87.0% | 86.7% | | Safety: | -2.50% | 0.00% | +2.50% | | | DART-recordable injuries | >113 | 67 - 113 | <67 | 64 | | Lost-time injuries | >46 | 24 - 46 | <24 | 23 | | Diversity: | -2.50% | 0.00% | +2.50% | | | Supplier ($ in Millions) | <249.0 | 249.0 - 311.0 | >311.0 | 324.1 | | Workforce - Assessment | Not Met | Met | Exceeded | Exceeded |

  97. ANNUAL CASH INCENTIVE COMPENSATION

    WEC Energy Group’s performance against the safety and diversity goals generated a 5.0% increase to the compensation awarded under the STPP for 2025 to each NEO. The compensation awarded to Mr. Hooper as a result of WEC Energy Group's performance against these goals was prorated from May 11, 2025. Performance against the customer satisfaction goals did not increase or decrease the compensation awarded. 2025 Wisconsin Utilities Operational and Social Goals and Performance under the STPP. For those officers whose positions primarily relate to utility operations in Wisconsin, including Mr. Hooper through May 10, 2025, awards can be increased or decreased by up to 10% based upon performance in the areas of customer satisfaction (5%), safety (2.5%) and supplier diversity (1.25%) for WEC Energy Group's Wisconsin utility operations, as well as workforce diversity (1.25%) for the entire family of WEC Energy Group companies. The Compensation Committee measures customer satisfaction levels based upon the results of surveys that an independent third party conducts of customers who had direct contact with WEC Energy Group's Wisconsin utilities during the year, which measure (i) customers’ satisfaction with the specific Wisconsin utility overall, and (ii) customers’ satisfaction with respect to the particular transactions with the specific utility. Safety is measured based upon performance against the number of lost-time injuries and DART recordable incidents at our Wisconsin utilities. The following table provides the Wisconsin utilities' operational goals approved by the Compensation Committee for 2025, as well as the performance against these goals:

  98. ANNUAL CASH INCENTIVE COMPENSATION

    | Operational Measure | Below Goal | Goal | Above Goal | Final Result | | Customer Satisfaction Percentage of "Highly Satisfied": | -5.00% | 0.00% | +5.00% | | | Wisconsin utilities | <81.0% | 81.0% - 83.6% | >83.6% | 83.9% | | Transaction | <83.7% | 83.7% - 86.8% | >86.8% | 86.9% | | Safety: | -2.50% | 0.00% | +2.50% | | | DART-recordable injuries | >57 | 34 - 57 | <34 | 39 | | Lost-time injuries | >18 | 9 - 18 | <9 | 10 | | Diversity: | -2.50% | 0.00% | +2.50% | | | Supplier ($ in Millions) | <195.0 | 195.0 - 225.5 | >225.5 | 240.3 | | Workforce - Assessment | Not Met | Met | Exceeded | Exceeded |

  99. ANNUAL CASH INCENTIVE COMPENSATION

    The Wisconsin utilities' performance against the customer satisfaction and supplier diversity goals, as well as WEC Energy Group's performance against the workforce diversity goal, generated a 7.5% increase to the compensation awarded to Mr. Hooper under the STPP for 2025, prorated through May 10, 2025. Performance against the safety goals did not increase or decrease the compensation awarded. 2025 Payouts under the STPP. Based upon the performance against the financial, operational and social goals established by the Compensation Committee, Mr. Lauber received annual incentive cash compensation under the STPP of $3,535,789 for 2025. This represented 293% of his annual base salary. Mmes. Liu and Kelsey, and Messrs. Hooper and Garvin, each received annual cash incentive compensation for 2025 under the STPP equal to 172%, 152%, 178%, and 151% of their respective annual base salaries, representing 205.0% of the target award for each officer, other than Mr. Hooper, whose incentive compensation payout was 205.87% of his target award. Mr. Hooper's STPP payout is based upon a combination of (i) the number of days he served as Executive Vice President and Chief Operating Officer of WEC Energy Group with a target award of 85% of base pay multiplied by WEC Energy Group's payout level of 205.0% of his target award and (ii) the number of days he served solely as President of WEC Energy Group's Wisconsin utilities with a target award of 85% of base salary multiplied by WEC Energy Group's Wisconsin utility operations' payout level of 207.5% of his target award. The Compensation Committee retains the right to exercise discretion in adjusting awards under the STPP when it deems appropriate, but did not factor individual contributions into determining the amount of the awards for the NEOs for 2025. Because the Company’s performance against the financial, operational and social goals resulted in significant STPP awards in 2025, the Compensation Committee determined that no further adjustments based upon individual contributions or otherwise were appropriate.

  100. ANNUAL CASH INCENTIVE COMPENSATION

    | WEC Energy Group | P-49 | 2026 Proxy Statement |

  101. LONG-TERM INCENTIVE COMPENSATION

    LONG-TERM INCENTIVE COMPENSATION The Compensation Committee administers our WEC Energy Group Omnibus Stock Incentive Plan, amended and restated, effective as of May 6, 2021 (the "OSIP"), which is a stockholder-approved, long-term incentive plan designed to link the interests of our executives and other key employees to creating long-term stockholder value. It allows for various types of awards tied to the performance of our common stock, including stock options, stock appreciation rights, and restricted stock. The Compensation Committee also administers the WEC Energy Group Performance Unit Plan (the "PUP"), under which the Compensation Committee may award performance units. The Compensation Committee primarily uses (1) performance units, including dividend equivalents, (2) stock options, and (3) restricted stock to deliver long-term incentive opportunities. Performance Units. Each year, the Compensation Committee makes annual grants of performance units under the PUP. The performance units are designed to provide a form of long-term incentive compensation that aligns the interests of management with those of a typical utility stockholder who is focused not only on stock price appreciation but also on dividends. Pursuant to the PUP, performance units will vest based upon the Company’s performance during a three-year period against one or more performance measures selected by the Compensation Committee at the beginning of the performance period. The Compensation Committee may determine achievement of a performance measure on an annual basis or over the entire three-year performance period. The Compensation Committee will determine the vesting percentages of the performance units, and performance measures may have the same or different weightings with respect to performance unit vesting. Achievement within a performance measure may be determined based upon the Company’s rank in comparison to a peer group of companies or by reaching stated levels of performance. The Compensation Committee will also select the target(s) for each performance measure and the potential impact to the vesting percentage based on achievement of the performance measure(s) relative to the selected target(s). In no event will the vesting percentage over the three-year performance period be less than zero or more than 200%. All performance units are settled in cash. Short-Term Dividend Equivalents. Pursuant to the terms of the PUP, we increase the number of unvested performance units as of any date that we declare a cash dividend on our common stock by the amount of short-term dividend equivalents a participant is entitled to receive. Short-term dividend equivalents are calculated by multiplying (a) the number of unvested performance units held by a plan participant as of the related dividend record date by (b) the amount of cash dividend payable by the Company on a share of common stock; and (c) dividing the result by the closing price for a share of the Company's common stock on the dividend payment date. In effect, short-term dividend equivalents are credited and accumulated as reinvested dividends on each performance unit so that the performance units and accumulated dividends will be paid out at the end of the three-year performance period, rather than paying out the dividend equivalents annually on unearned performance units. Short-term dividend equivalents are treated as additional unvested performance units and are subject to the same vesting, forfeiture, payment, termination, and other terms and conditions as the original performance units to which they relate. In addition, outstanding short-term dividend equivalents are treated as unvested performance units for purposes of calculating future short-term dividend equivalents. Stock Options. Each year, the Compensation Committee also makes annual stock option grants as part of our long-term incentive program. These stock options have an exercise price equal to the fair market value of our common stock on the date of grant and expire on the 10th anniversary of the grant date. Since management benefits from a stock option award only to the extent our stock price appreciates above the exercise price of the stock option, stock options align the interests of management with those of our stockholders in attaining long-term stock price appreciation. Restricted Stock. The Compensation Committee also awards restricted stock as part of the long-term incentive plan, consistent with market practice. Similar to performance units, restricted stock aligns the interests of management with a typical utility stockholder who is focused on stock price appreciation and dividends. Aggregate 2025 Long-Term Incentive Awards. Generally, when establishing the target value of long-term incentive awards and the appropriate mix of performance units, stock options, and restricted stock for each NEO, the Compensation Committee reviews the market compensation data and analysis provided by FW Cook. After considering FW Cook’s analysis, for 2025 the Compensation Committee determined that the long-term incentive awards would be weighted 65% performance units, 20% restricted stock, and 15% stock options for the NEOs. These weightings also apply to all other eligible employees. Target values were presented to and approved by the Compensation Committee in December 2024. Based upon the market data provided by FW Cook, we customarily target the long-term incentive award to be at or near the market median value of long-term incentive compensation for each executive officer’s position. After reviewing the market data, the Compensation Committee determined to increase the target award level for each NEO (other than Ms. Liu) in order to better align such award levels with the market median for each position. All of the NEOs’ long-term incentive awards were within this target range for 2025. The following provides the 2025 target long-term incentive award value for each NEO:

  102. LONG-TERM INCENTIVE COMPENSATION

    | Executive Officer | Target LTI Award as a Percentage of Base Salary | | Mr. Lauber | 550% | | Ms. Liu | 250% | | Mr. Hooper | 190% | | Ms. Kelsey | 175% | | Mr. Garvin | 175% |

  103. LONG-TERM INCENTIVE COMPENSATION

    | WEC Energy Group | P-50 | 2026 Proxy Statement |

  104. LONG-TERM INCENTIVE COMPENSATION

    2025 Stock Option Grants. In December 2024, the Compensation Committee approved the grant of stock options to each of our NEOs and established an overall pool of options that were granted to approximately 165 other employees. The annual option grants to the NEOs were made effective January 2, 2025, the first trading day of 2025. All such options were granted with an exercise price equal to the average of the high and low prices reported on the NYSE for shares of WEC Energy Group common stock on the grant date. All 2025 stock options have a term of 10 years and vest 100% on the third anniversary of the date of grant. The vesting of the stock options may be accelerated in connection with a termination of employment due to a change in control or an executive officer’s termination of employment under certain circumstances. See “Potential Payments upon Termination or Change in Control” beginning on page P-65 for additional information. Subject to the limitations of the OSIP, the Compensation Committee has the power to amend the terms of any option (with the participant’s consent). However, without stockholder approval, the Committee may not reduce the exercise price of existing options or cancel outstanding options in exchange for cash, other awards or options or stock appreciation rights with an exercise price that is less than the exercise price of the original options. For purposes of determining the appropriate number of options to grant to a particular NEO, the value of an option was determined based upon the Black-Scholes option pricing model. The following table provides the number of options granted to each NEO in 2025:

  105. LONG-TERM INCENTIVE COMPENSATION

    | Executive Officer | Options Granted | | Mr. Lauber | 54,319 | | Ms. Liu | 17,885 | | Mr. Hooper | 10,869 | | Ms. Kelsey | 9,527 | | Mr. Garvin | 8,726 |

  106. LONG-TERM INCENTIVE COMPENSATION

    See "Executive Compensation Tables - Policy on Timing of Option Grants" for additional information. 2025 Restricted Stock Awards. In December 2024, the Compensation Committee also approved the grant of restricted stock to each of our NEOs and established an overall pool of restricted stock that was granted to approximately 165 other employees. The grants were made effective January 2, 2025. The restricted stock vests in three equal annual installments beginning on the one year anniversary of the applicable grant date. Subject to very limited exceptions, restricted stock awarded to the Company's executive officers, including the NEOs, is subject to a minimum one-year holding period following the vesting date. The vesting of the restricted stock may be accelerated in connection with a termination of employment due to a change in control, death or disability, or by action of the Compensation Committee. See “Potential Payments upon Termination or Change in Control” beginning on page P-70 for additional information. Tax withholding obligations related to vesting may be satisfied, at the option of the executive officer, by withholding shares otherwise deliverable upon vesting or by cash. The NEOs have the right to vote the restricted stock and to receive cash dividends when the Company pays a dividend to its stockholders. Regarding the annual grants effective January 2, 2025, for purposes of determining the appropriate number of shares of restricted stock to grant to a particular NEO, the Compensation Committee used a value of $97.258 per share. This value was based upon the volume-weighted price of WEC Energy Group’s common stock for the ten trading days beginning on December 2, 2024, and ending on December 13, 2024. The Compensation Committee uses the volume-weighted price for annual awards in order to minimize the impact of day-to-day volatility in the stock market. The measurement period is customarily early- to mid-December for annual awards in order to shorten the timeframe between the calculation of the awards and the actual grant date. The following table provides the number of shares of restricted stock granted to each NEO in 2025:

  107. LONG-TERM INCENTIVE COMPENSATION

    | Executive Officer | Restricted Stock Granted | | Mr. Lauber | 13,453 | | Ms. Liu | 4,429 | | Mr. Hooper | 2,692 | | Ms. Kelsey | 2,359 | | Mr. Garvin | 2,161 |

  108. LONG-TERM INCENTIVE COMPENSATION

    2025 Performance Units. In December 2024, the Compensation Committee approved the grant of performance units to each of our NEOs and approved a pool of performance units that were granted to approximately 165 other employees. The Compensation Committee believes that the performance measures selected in accordance with the terms of the PUP should link the interests of our executives to creating long-term stockholder value. Therefore, the measures chosen by the Committee, discussed in more detail below, balance critical operating metrics with the delivery of strong stockholder returns.

  109. LONG-TERM INCENTIVE COMPENSATION

    | WEC Energy Group | P-51 | 2026 Proxy Statement |

  110. LONG-TERM INCENTIVE COMPENSATION

    With respect to the 2025 performance units, the amount of the benefit that ultimately vests will be dependent upon 1) the Company’s total stockholder return over the three-year period ending December 31, 2027, as compared to the total stockholder return of the custom peer group described below (55% weight), and 2) the Company's performance against the weighted average authorized return on equity ("ROE") of all WEC Energy Group's utility subsidiaries for the three-year performance period (45% weight). Pro-rata adjustments will be made to account for any changes to authorized ROE approved by the relevant public service commissions during the performance period. In addition, the Compensation Committee may increase the ultimate vesting percentage based upon the Company's price to earnings ("P/E") ratio, ranked in comparison to the same custom peer group, as determined at the end of the three-year performance period. Upon vesting, the performance units will be settled in cash in an amount determined by multiplying the number of performance units that have vested by the closing price of the Company’s common stock on the last trading day of the performance period. The 2025 performance unit peer group against which WEC Energy Group's performance will be measured includes:

  111. LONG-TERM INCENTIVE COMPENSATION

    | • Alliant Energy Corporation | • Consolidated Edison, Inc. | • Eversource Energy | • Pinnacle West Capital Corp. | | • Ameren Corporation | • Dominion Energy, Inc. | • Exelon Corporation | • PPL Corporation | | • American Electric Power Company, Inc. | • DTE Energy Company | • FirstEnergy Corp. | • The Southern Company | | • CenterPoint Energy, Inc. | • Duke Energy Corp. | • NiSource Inc. | • Xcel Energy Inc. | | • CMS Energy Corporation | • Evergy, Inc. | • OGE Energy Corp. | |

  112. LONG-TERM INCENTIVE COMPENSATION

    The peer group is chosen by the Compensation Committee, based upon management’s recommendation and with the concurrence of FW Cook. This peer group was chosen because we believe these companies are similar to WEC Energy Group in terms of business model, long-term strategies and risk profile, with a primary focus on regulated utility operations rather than a non-regulated business model. There is significant overlap between the performance unit peer group and the comparison group developed by FW Cook for purposes of benchmarking compensation levels. However, there are several companies that are different among the two groups because FW Cook places significant weight on the financial metrics of the companies included in its comparison group, whereas we focus more on operational measures for the performance unit peer group. Under the PUP, total stockholder return is the calculation of total return (stock price appreciation plus reinvestment of dividends) based upon an initial investment of $100 made at the beginning of the three-year performance period. The required percentile ranking for 3-year total stockholder return and the applicable vesting percentage are set forth in the chart below.

  113. LONG-TERM INCENTIVE COMPENSATION

    | Performance Percentile Rank | Vesting Percent | | < 25th Percentile | 0% | | 25th Percentile | 25% | | Target (50th Percentile) | 100% | | 85th Percentile or above | 200% |

  114. LONG-TERM INCENTIVE COMPENSATION

    If the Company’s rank is between the benchmarks identified above, the vesting percentage will be determined by interpolating on a straight line basis the appropriate vesting percentage. In determining the total payout, achievement of this performance metric will receive 55% weight. The ROE target is based upon a formulaic calculation that varies each year based on our past and planned investments among our utilities, as well as each utility's authorized ROE. For 2025, the target ROE and corresponding payout levels for the 2023, 2024 and 2025 performance unit awards were set as follows:

  115. LONG-TERM INCENTIVE COMPENSATION

    | If Actual Earned ROE is | Payout Percentage | | ≥ 9.57% | 200% | | 9.42% | 100% | | 9.27% | 25% | | < 9.27% | 0% |

  116. LONG-TERM INCENTIVE COMPENSATION

    If the Company’s performance falls between these levels, the payout percentage is determined by interpolating on a straight line basis the appropriate vesting percentage. In determining the total payout, the final award will be based on the average of the payout percentage achieved in each year of the three-year performance period and will receive 45% weight. WEC Energy Group's utility subsidiaries achieved an adjusted weighted-average ROE of 10.13% for 2025. The actual ROE for WEC Energy Group's Illinois utilities was adjusted to exclude the charge related to an agreement on the terms of a proposed settlement PGL and NSG reached with the Illinois Attorney General that, if approved by the ICC, would resolve all open proceedings related to the QIP rider and UEA rider. This adjustment is reflected in the weighted-average ROE.

  117. LONG-TERM INCENTIVE COMPENSATION

    | WEC Energy Group | P-52 | 2026 Proxy Statement |

  118. LONG-TERM INCENTIVE COMPENSATION

    At the end of the three-year performance cycle, the Compensation Committee may increase the total vesting percentage of performance units by up to 25% based upon the Company's P/E ratio, as compared to the peer group described above. In no event will the vesting percentage over the three-year performance period be more than 200%. For the 2025 performance unit awards, the target P/E ratio and potential adjustments are as follows:

  119. LONG-TERM INCENTIVE COMPENSATION

    | Quartile Rank | Additional Percentage | | 1st Quartile | 25% | | 2nd Quartile | 15% | | Below 2nd Quartile | 0% |

  120. LONG-TERM INCENTIVE COMPENSATION

    A P/E ratio below the 2nd quartile would likely indicate a significant drop in WEC Energy Group's stock price, driving a lower vesting percentage with respect to the total stockholder return component of the awards. Therefore, the Compensation Committee determined that the Company's performance against the P/E ratio measure should not result in a further decrease of the final award. Unvested performance units generally are immediately forfeited upon a NEO’s cessation of employment with WEC Energy Group prior to completion of the three-year performance period. However, the performance units will vest immediately at the target 100% rate upon the termination of the NEO’s employment (1) by reason of disability or death or (2) after a change in control of WEC Energy Group. In addition, a prorated number of performance units (based upon the target 100% rate) will vest upon the termination of employment of the NEO by reason of retirement prior to the end of the three-year performance period. For purposes of determining the appropriate number of performance units to grant to a particular NEO, the Compensation Committee used a value of $97.258 per unit, the same value as was used for the restricted stock granted in January 2025. The following table provides the number of performance units granted to each NEO in 2025, at the 100% target level:

  121. LONG-TERM INCENTIVE COMPENSATION

    | Executive Officer | Performance Units Granted | | Mr. Lauber | 43,723 | | Ms. Liu | 14,396 | | Mr. Hooper | 8,749 | | Ms. Kelsey | 7,669 | | Mr. Garvin | 7,024 |

  122. LONG-TERM INCENTIVE COMPENSATION

    2025 Payouts under Long-Term Incentive Awards Granted in 2023. The Compensation Committee granted performance unit awards to participants in the PUP in 2023. The terms of these performance units were substantially similar to those of the performance units granted in 2025 described above. Payouts under the 2023 performance unit awards were based on 1) the Company's total stockholder return over the three-year period ending December 31, 2025, as compared to the total stockholder return of the 2023 performance unit peer group (55% weight) which is comprised of the same peer companies as the peer group for the 2025 performance unit award, and 2) the Company's performance against the weighted average authorized ROE of all WEC Energy Group's utility subsidiaries for the three-year performance period (45% weight). In addition, the Compensation Committee may increase the ultimate vesting percentage based upon the Company's P/E ratio, ranked in comparison to the same custom peer group, as determined at the end of the three-year performance period ending December 31, 2025. Our total stockholder return was at the 52.6th percentile of the peer group for the three-year performance period ended December 31, 2025, resulting in a vesting level of 107.5%. In determining the total payout level, achievement of this performance metric is weighted at 55%, resulting in a weighted vesting of 59.125%. WEC Energy Group's utility subsidiaries achieved an adjusted weighted-average ROE of 10.13% for 2025, meaning that WEC Energy Group's performance against the ROE targets for each of the three years in the performance period resulted in a vesting level of 200% for each such year. In determining the total payout level, achievement of this performance metric is weighted at 45%, resulting in a weighted vesting of 90%. Our P/E ratio for the three-year performance period ended December 31, 2025 compared to the peer group was in the first quartile, resulting in an increase of 25% in the total vesting percentage of performance units and a total vesting percentage of 174.125% for the 2023 performance units. The actual payouts were determined by multiplying the number of vested performance units by the closing price of our common stock ($105.46) on December 31, 2025, the last trading day of the performance period. The actual payout to each NEO is reflected in the “Option Exercises and Stock Vested for Fiscal Year 2025” table.

  123. SEVERANCE BENEFITS AND CHANGE IN CONTROL

    SEVERANCE BENEFITS AND CHANGE IN CONTROL None of the NEOs have entered into an employment agreement that provides for severance and change in control benefits. However, they are eligible to participate in the Company's Severance Pay Plan. For a discussion of the severance benefits available to our executive officers generally, see “Potential Payments upon Termination or Change in Control" located on page P-65. In addition, our supplemental pension plan provides that in the event of a change in control, participants will be entitled to a lump sum payment of amounts due under the plan if employment is terminated within 18 months of the change in control.

  124. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  125. SUMMARY COMPENSATION TABLE

    | | | | | | | | (6) | | | | | Name and Principal Position | Year | Salary | Bonus | (3) Stock Awards | (4) Option Awards | (5) Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | (7)(8) All Other Compensation | Total | Total Without Change in Pension Value | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Scott J. Lauber President and CEO | 2025 | 1,205,700 | — | 5,405,848 | 990,235 | 3,535,789 | 486,414 | 564,506 | 12,188,492 | 11,811,163 | | | 2024 | 1,148,320 | — | 4,633,847 | 884,488 | 3,282,992 | 464,243 | 534,201 | 10,948,091 | 10,615,694 | | | 2023 | 1,085,199 | — | 3,461,002 | 905,967 | 3,145,494 | 449,977 | 504,540 | 9,552,179 | 9,230,552 | | Xia Liu Executive Vice President and CFO | 2025 | 873,385 | — | 1,779,857 | 326,044 | 1,501,420 | 70,632 | 542,451 | 5,093,789 | 5,093,789 | | | 2024 | 841,853 | — | 1,769,361 | 337,721 | 1,461,279 | 53,671 | 500,747 | 4,964,632 | 4,964,632 | | | 2023 | 803,226 | — | 1,485,174 | 388,761 | 1,330,391 | 26,767 | 474,059 | 4,508,378 | 4,508,378 | | Michael W. Hooper(1) Executive Vice President and COO | 2025 | 690,801 | — | 1,081,718 | 198,142 | 1,232,722 | 70 | 439,918 | 3,643,371 | 3,643,371 | | | 2024 | 525,772 | 195,355 (2) | 939,172 | 177,158 | 424,898 | — | 438,363 | 2,700,718 | 2,700,718 | | Margaret C. Kelsey Executive Vice President, General Counsel and Corporate Secretary | 2025 | 664,661 | — | 948,123 | 173,677 | 1,008,182 | 3,372 | 181,503 | 2,979,518 | 2,979,518 | | | 2024 | 640,665 | — | 915,594 | 174,766 | 981,229 | 991 | 171,772 | 2,885,017 | 2,885,017 | | | 2023 | 611,271 | — | 753,455 | 197,171 | 949,173 | 7,625 | 168,789 | 2,687,484 | 2,687,484 | | Robert M. Garvin Executive Vice President - External Affairs | 2025 | 612,789 | — | 868,419 | 159,075 | 923,403 | 172,259 | 100,347 | 2,836,292 | 2,684,958 | | | 2024 | 577,692 | — | 822,725 | 157,043 | 881,760 | 161,037 | 63,653 | 2,663,910 | 2,529,110 | | | 2023 | 547,418 | — | 670,539 | 175,535 | 788,508 | 156,520 | 67,336 | 2,405,856 | 2,278,785 |

  126. SUMMARY COMPENSATION TABLE

    Note: In order to show the effect that the year-over-year change in pension value had on total compensation, as determined under applicable SEC rules, we have included an additional column to show total compensation minus the change in pension value. The amounts reported in the Total Without Change in Pension Value column may differ substantially from the amounts reported in the Total column required under SEC rules and are not a substitute for total compensation. Total Without Change in Pension Value represents total compensation, as determined under applicable SEC rules, minus the change in pension value reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column. The change in pension value is subject to many external variables, such as interest rates, that are not related to Company performance. Therefore, we believe that total compensation minus the change in pension value provides helpful additional information for comparative purposes. (1) Mr. Hooper joined the Company effective April 1, 2024. Therefore, no information has been provided for 2023. (2) Reflects the adjustment made by the Compensation Committee to Mr. Hooper's 2024 STPP award to recognize Mr. Hooper's significant individual contributions to WEC Energy Group's overall performance in 2024. (3) The amounts reported reflect the aggregate grant date fair value, as computed in accordance with FASB ASC Topic 718 excluding estimated forfeitures, of performance units and/or restricted stock awarded to each NEO in the respective year for which such amounts are reported. The amounts reported for the performance units are based upon the probable outcome as of the grant date of associated performance and market conditions, and are consistent with our estimate, as of the grant date, of aggregate compensation cost to be recognized over the three-year performance period. The actual value received by the executives from these awards may range from $0 to greater than the reported amounts, depending upon the Company’s performance and the executive’s number of additional years of service with the Company. The value of the performance unit awards as of the grant date, assuming achievement of the highest level of performance and excluding any performance units resulting from short-term dividend equivalents, for each of Messrs. Lauber, Hooper, and Garvin, and Mmes. Liu and Kelsey, is $8,267,801, $1,654,392, $1,328,203, $2,722,212, and $1,450,170, respectively, for the 2025 awards. The value of the performance unit awards as of the grant date, assuming achievement of the highest level of performance and excluding any performance units resulting from short-term dividend equivalents for each of Messrs. Lauber, Hooper, and Garvin, and Mmes. Liu and Kelsey, is $7,087,140, $1,436,399, $1,258,326, $2,706,132, and $1,400,351, respectively, for the 2024 awards. See “Option Exercises and Stock Vested For Fiscal Year 2025” for the amount of the actual payout with respect to the 2023 award of performance units. (4) The amounts reported reflect the aggregate grant date fair value, as computed in accordance with FASB ASC Topic 718 excluding estimated forfeitures, of options awarded to each NEO in the respective year for which such amounts are reported. The actual value received by the executives from these awards may range from $0 to greater than the reported amounts, depending upon Company performance. In accordance with FASB ASC Topic 718, we made certain assumptions in our calculation of the grant date fair value of the stock options. See “Stock Options” in Note 1(n) -- Stock-Based Compensation, in the Notes to Consolidated Financial Statements in our 2025 Annual Report on Form 10-K for a description of these assumptions. For 2025, the assumptions made in connection with the valuation of the stock options are the same as described in Note 1(n). (5) Consists of the annual incentive compensation earned under WEC Energy Group’s STPP. For Mr. Hooper, this represents a prorated amount for 2024 to reflect his April 2024 start date. (6) The amounts reported for 2025, 2024, and 2023 reflect the aggregate change in the actuarial present value of each applicable NEO’s accumulated benefit under all defined benefit plans from December 31, 2024 to December 31, 2025, December 31, 2023 to December 31, 2024, and December 31, 2022 to December 31, 2023, respectively. The amounts reported for all years also include above-market earnings on compensation that is deferred by the NEOs into the Prime Rate Fund under WEC Energy Group’s Executive Deferred Compensation Plan and, for Mr. Hooper, under the WEC Energy Group Non-Qualified Retirement Savings Plan. Above-market earnings represent the difference between the interest rate used to calculate earnings under the

  127. SUMMARY COMPENSATION TABLE

    | WEC Energy Group | P-56 | 2026 Proxy Statement |

  128. SUMMARY COMPENSATION TABLE

    respective Plans and 120% of the applicable federal long-term rate prescribed by the Internal Revenue Code. The amounts earned for 2025 are shown below.

  129. SUMMARY COMPENSATION TABLE

    | Name | Change in Pension Value | Non-Qualified Deferred Compensation Earnings | Total | | | ($) | ($) | ($) | | Scott J. Lauber | 377,329 | 109,085 | 486,414 | | Xia Liu | — | 70,632 | 70,632 | | Michael W. Hooper | — | 70 | 70 | | Margaret C. Kelsey | — | 3,372 | 3,372 | | Robert M. Garvin | 151,334 | 20,925 | 172,259 |

  130. SUMMARY COMPENSATION TABLE

    For 2025, 2024, and 2023, the applicable discount rate used to value pension plan liabilities moved from 5.70% to 5.50%, 5.20% to 5.70%, and 5.50% to 5.20%, respectively. As the discount rate increases, the Company’s pension funding obligation decreases, and vice versa. The changes in the actuarial present values of the NEOs’ pension benefits do not constitute cash payments to the NEOs. (7) During 2025, each NEO received financial planning services and the cost of an annual physical exam; Mr. Lauber and Ms. Liu were provided with membership in a service that provides healthcare and safety management when traveling outside the United States. Mr. Garvin received reimbursement of dues and fees for club memberships. (8) All Other Compensation for Messrs. Lauber, Hooper, and Garvin, and Mmes. Liu and Kelsey, for 2025 also consists of: •Employer matching of contributions into the WEC Energy Group 401(k) plan in the amount of $14,000 for each NEO; •Employer contributions into the WEC Energy Group 401(k) plan in the amount of $21,000 for Mr. Hooper, and Mmes. Liu and Kelsey, and into the WEC Energy Group Non-Qualified Retirement Savings Plan in the amount of $118,322 for Ms. Liu, $58,378 for Mr. Hooper, and $77,177 for Ms. Kelsey. These payments are in lieu of participation in the Company’s pension plan; •“Make-whole” payments under the Executive Deferred Compensation Plan that provides a match at the same level as the WEC Energy Group 401(k) plan (4% for up to 7% of wages) for all deferred salary and bonus not otherwise eligible for a match in the amounts of $164,836 for Mr. Lauber, $78,882 for Ms. Liu, $24,540 for Mr. Hooper, $51,451 for Ms. Kelsey, and $45,258 for Mr. Garvin; •Retention credit contributed to a nonqualified account in the amount of $347,288 for Mr. Lauber. See "Mr. Lauber's Retention Agreement" on page P-62 for a description of this benefit; •Retirement income supplement contributed to a nonqualified account in the amount of $286,526 for Ms. Liu. See "Ms. Liu's Retirement Income Supplement" on page P-62 for a description of this benefit; •Employer contribution into the Executive Deferred Compensation Plan in the amount of $300,000 for Mr. Hooper. See "Mr. Hooper's EDCP Contribution Agreement" on page P-62 for a description of this benefit; and •Tax reimbursements or “gross-ups” for all applicable perquisites in the amount of $15,333 and $19,312 for Messrs. Lauber and Garvin, respectively.

  131. SUMMARY COMPENSATION TABLE

    | WEC Energy Group | P-57 | 2026 Proxy Statement |

  132. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2025

    GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2025 The following table shows additional data regarding incentive plan awards to the NEOs for 2025.

  133. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2025

    | Name | Grant Date | Action Date (1) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (3) | | | All Other Stock Awards: Number of Shares of Stock or Units (4) (#) | All Other Option Awards (5) | | Grant Date Fair Value of Stock and Option Awards ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | Number of Securities Underlying Options (#) | Exercise or Base Price (6) ($/Sh) | | | Scott J. Lauber | 1/16/25 | — | 431,194 | 1,724,775 | 3,622,028 | — | — | — | — | — | — | — | | | 1/2/25 | 12/5/24 | — | — | — | 1,749 | 43,723 | 87,446 | — | — | — | 4,133,900 | | | 1/2/25 | 12/5/24 | — | — | — | — | — | — | 13,453 | — | — | 1,271,948 | | | 1/2/25 | 12/5/24 | — | — | — | — | — | — | — | 54,319 | 94.5475 | 990,235 | | Xia Liu | 1/16/25 | — | 183,100 | 732,400 | 1,538,040 | — | — | — | — | — | — | — | | | 1/2/25 | 12/5/24 | — | — | — | 576 | 14,396 | 28,792 | — | — | — | 1,361,106 | | | 1/2/25 | 12/5/24 | — | — | — | — | — | — | 4,429 | — | — | 418,751 | | | 1/2/25 | 12/5/24 | — | — | — | — | — | — | — | 17,885 | 94.5475 | 326,044 | | Michael W. Hooper | 1/16/25 | — | 149,696 | 598,784 | 1,257,446 | — | — | — | — | — | — | — | | | 1/2/25 | 12/5/24 | — | — | — | 350 | 8,749 | 17,498 | — | — | — | 827,196 | | | 1/2/25 | 12/5/24 | — | — | — | — | — | — | 2,692 | — | — | 254,522 | | | 1/2/25 | 12/5/24 | — | — | — | — | — | — | — | 10,869 | 94.5475 | 198,142 | | Margaret C. Kelsey | 1/16/25 | — | 122,949 | 491,796 | 1,032,772 | — | — | — | — | — | — | — | | | 1/2/25 | 12/5/24 | — | — | — | 307 | 7,669 | 15,338 | — | — | — | 725,085 | | | 1/2/25 | 12/5/24 | — | — | — | — | — | — | 2,359 | — | — | 223,038 | | | 1/2/25 | 12/5/24 | — | — | — | — | — | — | — | 9,527 | 94.5475 | 173,677 | | Robert M. Garvin | 1/16/25 | — | 112,610 | 450,441 | 945,926 | — | — | — | — | — | — | — | | | 1/2/25 | 12/5/24 | — | — | — | 281 | 7,024 | 14,048 | — | — | — | 664,102 | | | 1/2/25 | 12/5/24 | — | — | — | — | — | — | 2,161 | — | — | 204,317 | | | 1/2/25 | 12/5/24 | — | — | — | — | — | — | — | 8,726 | 94.5475 | 159,075 |

  134. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2025

    (1) On December 5, 2024, the Compensation Committee awarded the annual 2025 stock option, restricted stock, and performance unit grants effective the first trading day of 2025 (January 2, 2025). (2) Non-equity incentive plan awards consist of annual incentive awards under WEC Energy Group’s STPP. For a more detailed description of the STPP, see the Compensation Discussion and Analysis. (3) Consists of performance units awarded under the WEC Energy Group Performance Unit Plan. WEC Energy Group’s Performance Unit Plan provides for short-term dividend equivalents. The number of performance units awarded will be increased as of any date that WEC Energy Group declares a cash dividend on its common stock by the amount of short-term dividend equivalents awarded. In effect, short-term dividend equivalents will be credited and accumulated as reinvested dividends on each performance unit so that the performance units and accumulated dividends will be paid out at the end of the performance units’ three-year performance period, contingent upon the Company’s performance. Therefore, the number of performance units reported at each of the threshold, target, and maximum levels in this table will increase by the number of short-term dividend equivalents earned. For a more detailed description of the performance units and short-term dividend equivalents, see the Compensation Discussion and Analysis. (4) Consists of restricted stock awarded under the Omnibus Stock Incentive Plan. For a more detailed description of the terms of the restricted stock, see the Compensation Discussion and Analysis. (5) Consists of non-qualified stock options to purchase shares of WEC Energy Group common stock pursuant to the Omnibus Stock Incentive Plan. For a more detailed description of the terms of the options, see the Compensation Discussion and Analysis. (6) The exercise price of the option awards is equal to the fair market value of WEC Energy Group’s common stock on the date of grant. Fair market value is the average of the high and low prices of WEC Energy Group common stock, which is listed on the New York Stock Exchange, reported by Bloomberg L.P. on the grant date.

  135. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2025

    | WEC Energy Group | P-58 | 2026 Proxy Statement |

  136. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025 The following table reflects the number and value of exercisable and unexercisable options as well as the number and value of other equity awards held by the NEOs at fiscal year-end 2025.

  137. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025

    | Name | Option Awards | | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options: Unexercisable (1) (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (2) (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested (3) ($) | | Scott J. Lauber | 8,089 | — | — | 58.305 | 1/3/27 | — | — | — | — | | | 26,465 | — | — | 66.015 | 1/2/28 | — | — | — | — | | | 30,560 | — | — | 68.175 | 1/2/29 | — | — | — | — | | | 32,420 | — | — | 91.4875 | 1/2/30 | — | — | — | — | | | 5,750 | — | — | 88.5475 | 7/1/30 | — | — | — | — | | | 46,647 | — | — | 91.06 | 1/4/31 | — | — | — | — | | | 58,121 | — | — | 96.035 | 1/3/32 | — | — | — | — | | | — | 46,270 | — | 93.69 | 1/3/33 | — | — | — | — | | | — | 54,598 | — | 85.045 | 1/2/34 | — | — | — | — | | | — | 54,319 | — | 94.5475 | 1/2/35 | — | — | — | — | | | — | — | — | — | — | 24,310 | 2,563,733 | — | — | | | — | — | — | — | — | — | — | 44,737 | 9,435,928 | | | — | — | — | — | — | — | — | 45,193 | 9,532,213 | | Xia Liu | 36,705 | — | — | 92.315 | 6/1/30 | — | — | — | — | | | 37,830 | — | — | 91.06 | 1/4/31 | — | — | — | — | | | 29,331 | — | — | 96.035 | 1/3/32 | — | — | — | — | | | — | 19,855 | — | 93.69 | 1/3/33 | — | — | — | — | | | — | 20,847 | — | 85.045 | 1/2/34 | — | — | — | — | | | — | 17,885 | — | 94.5475 | 1/2/35 | — | — | — | — | | | — | — | — | — | — | 8,685 | 915,920 | — | — | | | — | — | — | — | — | — | — | 17,082 | 3,602,935 | | | — | — | — | — | — | — | — | 14,880 | 3,138,490 | | Michael W. Hooper | — | 11,121 | — | 81.663 | 4/1/34 | — | — | — | — | | | — | 10,869 | — | 94.5475 | 1/2/35 | — | — | — | — | | | — | — | — | — | — | 4,496 | 474,148 | — | — | | | — | — | — | — | — | — | — | 9,343 | 1,970,731 | | | — | — | — | — | — | — | — | 9,043 | 1,907,350 | | Margaret C. Kelsey | 18,380 | — | — | 66.015 | 1/2/28 | — | — | — | — | | | 20,147 | — | — | 68.175 | 1/2/29 | — | — | — | — | | | 20,477 | — | — | 91.4875 | 1/2/30 | — | — | — | — | | | 21,072 | — | — | 91.06 | 1/4/31 | — | — | — | — | | | 16,181 | — | — | 96.035 | 1/3/32 | — | — | — | — | | | — | 10,070 | — | 93.69 | 1/3/33 | — | — | — | — | | | — | 10,788 | — | 85.045 | 1/2/34 | — | — | — | — | | | — | 9,527 | — | 94.5475 | 1/2/35 | — | — | — | — | | | — | — | — | — | — | 4,551 | 479,948 | — | — | | | — | — | — | — | — | — | — | 8,840 | 1,864,427 | | | — | — | — | — | — | — | — | 7,927 | 1,671,963 | | Robert M. Garvin | 14,705 | — | — | 66.015 | 1/2/28 | — | — | — | — | | | 14,931 | — | — | 68.175 | 1/2/29 | — | — | — | — | | | 15,471 | — | — | 91.4875 | 1/2/30 | — | — | — | — | | | 15,944 | — | — | 91.06 | 1/4/31 | — | — | — | — | | | 14,128 | — | — | 96.035 | 1/3/32 | — | — | — | — | | | — | 8,965 | — | 93.69 | 1/3/33 | — | — | — | — | | | — | 9,694 | — | 85.045 | 1/2/34 | — | — | — | — | | | — | 8,726 | — | 94.5475 | 1/2/35 | | | | | | | — | — | — | — | — | 4,127 | 435,233 | — | — | | | — | — | — | — | — | — | — | 7,943 | 1,675,338 | | | — | — | — | — | — | — | — | 7,260 | 1,531,279 |

  138. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025

    (1) All options reported in this column were granted ten years prior to their respective expiration date and vest 100% on the third anniversary of the grant date. (2) Effective January 3, 2023, Messrs. Lauber and Garvin, and Mmes. Liu and Kelsey, were granted restricted stock awards of 6,926; 1,342; 2,972; and 1,507 shares, respectively, which began vesting in three equal annual installments on January 3, 2024. Effective January 2, 2024, Messrs. Lauber and Garvin, and Mmes. Liu and Kelsey, were granted restricted stock awards of 12,820; 2,276; 4,895; and 2,533 shares, respectively, which began vesting in three equal annual installments on January 2, 2025. Effective April 1, 2024, Mr. Hooper was granted a restricted stock award of 2,706 shares, which began vesting in three equal annual installments on April 1, 2025. Effective January 2, 2025, Messrs. Lauber, Hooper and Garvin, and Mmes. Liu and Kelsey, were granted restricted stock awards of 13,453; 2,692; 2,161; 4,429; and 2,359 shares, respectively, which began vesting in three equal installments on January 2, 2026. Vesting of the restricted stock may be accelerated in connection with a termination of employment due to a change in control, death or disability, or by action of the Compensation Committee. (3) The number of performance units reported were awarded in 2024 (first line) and 2025 (second line) and vest at the end of the three-year performance period ending December 31, 2026 and December 31, 2027, respectively. The number of performance units reported and their corresponding value are based upon

  139. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025

    | WEC Energy Group | P-59 | 2026 Proxy Statement |

  140. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025

    a payout at the maximum amount for both plan years. The number and value of the 2024 and 2025 performance units includes performance units resulting from the grant of short-term dividend equivalents.

  141. Policy on Timing of Option Grants

    Policy on Timing of Option Grants The Company does not grant equity awards in anticipation of the release of material non-public information (“MNPI”), and it does not time the release of MNPI for the purpose of affecting the value of executive compensation. Although the Company has not adopted a predetermined schedule for the granting of option and other equity awards, it is the Compensation Committee’s long standing practice to approve annual equity awards at its regularly-scheduled meeting held in December of each year. The effective grant date of these awards is the first trading day of the year immediately following the award. The Compensation Committee may also grant option and other equity awards to individuals upon hire or promotion to executive officer positions or appointment to the Board. The timing of the annual option and other equity awards approved by the Compensation Committee on December 5, 2024, with a grant date of January 2, 2025 (the first trading day of the year), was consistent with long standing practice and not tied to the timing of any release of MNPI. During 2025, the options listed below had a grant date within 4 business days prior to the filing or furnishing of a Form 8-K.

  142. OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2025

    OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2025 This table shows the number and value of (1) stock options that were exercised by the NEOs, (2) restricted stock awards that vested, and (3) performance units that vested in 2025.

  143. OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2025

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise (1) ($) | Number of Shares Acquired on Vesting (2) (#) | Value Realized on Vesting (3)(4) ($) | | Scott J. Lauber | 9,231 | 485,296 | 8,419 | 794,451 | | | | | 58,198 | 6,137,544 | | Xia Liu | — | — | 3,548 | 334,740 | | | | | 24,974 | 2,633,735 | | Michael W. Hooper | — | — | 902 | 97,989 | | | | | — | — | | Margaret C. Kelsey | — | — | 1,858 | 175,292 | | | | | 12,671 | 1,336,294 | | Robert M. Garvin | 14,185 | 706,442 | 1,652 | 155,860 | | | | | 11,275 | 1,189,066 |

  144. OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2025

    (1) Value realized upon the exercise of options is determined by multiplying the number of shares received upon exercise by the difference between the market price of WEC Energy Group common stock at the time of exercise and the exercise price. (2) Reflects the number of shares of restricted stock that vested in 2025 (first line) and the number of performance units that vested as of December 31, 2025, the end of the applicable three-year performance period (second line). The performance units were settled in cash. Subject to very limited exceptions, restricted stock awarded to the Company's executive officers, including the NEOs, is subject to a minimum one-year holding period following the vesting date. (3) Restricted stock value realized is determined by multiplying the number of shares of restricted stock that vested by the fair market value of WEC Energy Group common stock on the date of vesting. We compute fair market value as the average of the high and low prices of WEC Energy Group common stock reported by Bloomberg L.P. on the vesting date. (4) Performance units value realized is determined by multiplying the number of performance units that vested by the closing market price of WEC Energy Group common stock on December 31, 2025, the last trading day of the year.

  145. OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2025

    | WEC Energy Group | P-60 | 2026 Proxy Statement |

  146. PENSION BENEFITS AT FISCAL YEAR-END 2025

    PENSION BENEFITS AT FISCAL YEAR-END 2025 The following table sets forth information for each NEO regarding their pension benefits at fiscal year-end 2025 under WEC Energy Group’s three different retirement plans discussed below.

  147. PENSION BENEFITS AT FISCAL YEAR-END 2025

    | Name | Plan Name | Number of Years Credited Service (1) (#) | Present Value of Accumulated Benefit (3) ($) | Payments During Last Fiscal Year ($) | | Scott J. Lauber | WEC Energy Group Plan | 35.50 | 715,948 | — | | | SERP | 35.50 | 1,580,205 | — | | | Individual Letter Agreement | — | — | — | | Xia Liu(2) | WEC Energy Group Plan | — | — | — | | | SERP | — | — | — | | | Individual Letter Agreement | — | — | — | | Michael W. Hooper(2) | WEC Energy Group Plan | — | — | — | | | SERP | — | — | — | | | Individual Letter Agreement | — | — | — | | Margaret C. Kelsey(2) | WEC Energy Group Plan | — | — | — | | | SERP | — | — | — | | | Individual Letter Agreement | — | — | — | | Robert M. Garvin | WEC Energy Group Plan | 14.67 | 365,952 | — | | | SERP | 14.67 | 864,874 | — | | | Individual Letter Agreement | 14.67 | 104,963 | — |

  148. PENSION BENEFITS AT FISCAL YEAR-END 2025

    (1)Years of service are computed as of December 31, 2025, the pension plan measurement date used for financial statement reporting purposes. (2)Mr. Hooper and Mmes. Liu and Kelsey are not eligible to receive pension benefits under the WEC Energy Group Plan. (3)The key assumptions used in calculating the actuarial present values reflected in this column are: •Earliest projected unreduced retirement age based upon projected service: –For Mr. Lauber, age 60.33. –For Mr. Garvin, age 59.42. •Discount rate of 5.50%. •Cash balance interest crediting rate of 5.00%. •Form of payment: –Mr. Lauber: WEC Energy Group Plan 60% lump sum / 40% life annuity; SERP - Ten Year Annual Installment –Mr. Garvin: WEC Energy Group Plan 60% lump sum / 40% life annuity; SERP and ILA - Five Annual Installments •Mortality Table for life annuity - Pri-2012/Male/White Collar as published by the Society of Actuaries with modified MP2020 projection.

  149. The WEC Energy Group Plan

    The WEC Energy Group Plan Many of our regular full-time and part-time employees, including Messrs. Lauber and Garvin, participate in the WEC Energy Group Plan. The WEC Energy Group Plan bases a participant’s defined benefit pension on the value of a hypothetical account balance. Upon switching to a cash balance plan effective January 1, 1996, through 2007 participants' balances received annual credits to the account equal to 5% of base pay (including WEC Energy Group 401(k) plan pre-tax deferrals and other items), plus an interest credit on all prior accruals equal to 4% plus 75% of the annual time-weighted trust investment return for the year in excess of 4%. From 2008 through 2013, the interest credit percentage was set at either the long-term corporate bond third segment rate, published by the Internal Revenue Service, or 4%, whichever was greater. Effective January 1, 2014, participants receive an annual credit to the account equal to 6% of base pay (including WEC Energy Group 401(k) plan pre-tax deferrals and other items), plus an interest credit on all prior accruals equal to a 5% fixed rate. For participants in the WEC Energy Group Plan on December 31, 2007 and December 31, 2013, their WEC Energy Group Plan benefit will never be less than the benefit accrued as of December 31, 2007 and December 31, 2013, respectively. The WEC Energy Group Plan benefit will be calculated under all three formulas to provide participants with the greater benefit; however, in calculating a participant’s benefit accrued as of December 31, 2007 and December 31, 2013, interest credits as defined under each of the prior WEC Energy Group Plan formulas will be taken into account but not any additional pay credits. The life annuity payable under the WEC Energy Group Plan is determined by converting the hypothetical account balance credits into annuity form.

  150. The WEC Energy Group Plan

    | WEC Energy Group | P-61 | 2026 Proxy Statement |

  151. The WEC Energy Group Plan

    Under the WEC Energy Group Plan, participants receive unreduced pension benefits upon reaching one of the following three thresholds: (1) age 65; (2) age 62 with 30 years of service; or (3) age 60 with 35 years of service. Pursuant to the Internal Revenue Code, only $350,000 of pension eligible earnings (base pay and annual incentive compensation) could be considered for purposes of the WEC Energy Group Plan in 2025.

  152. Supplemental Executive Retirement Plans and Individual Letter Agreements

    Supplemental Executive Retirement Plans and Individual Letter Agreements Designated officers of WEC Energy Group, including Messrs. Lauber and Garvin, participate in the SERP, which is part of the Supplemental Pension Plan (the “SPP”) adopted to comply with Section 409A of the Internal Revenue Code. The SERP provides monthly supplemental pension benefits to participants, which will be paid out of unsecured corporate assets, or the grantor trust described below, in an amount equal to the difference between the actual pension benefit payable under the WEC Energy Group Plan and what such pension benefit would be if calculated without regard to any limitation imposed by the Internal Revenue Code on pension benefits or covered compensation, including amounts deferred to the WEC Energy Group Executive Deferred Compensation Plan. Except for a “change in control” of WEC Energy Group, as defined in the SPP, and pursuant to the terms of the ILAs discussed below, no payments are made until after the participant’s retirement at or after age 60 or death. If a participant in the SERP dies prior to age 60, his or her beneficiary is entitled to receive retirement benefits under the SERP. The Company entered into an agreement with Mr. Garvin when he was hired in April 2011 that provides for a supplemental pension benefit account, which was credited with $50,000. This account is credited with interest annually at the same rate as the WEC Energy Group Plan. The account balance vested in April 2021, when Mr. Garvin completed 10 years of service. The purpose of this agreement was to ensure that Mr. Garvin did not lose pension earnings by joining the executive management team at WEC Energy Group he otherwise would have received from his former employer. Without providing a means to retain these pension benefits, it would have been difficult for WEC Energy Group to attract him. The SPP provides for a mandatory lump sum payment upon a change in control if the executive’s employment is terminated within 18 months after the change in control. The Wisconsin Energy Corporation 2014 Rabbi Trust, a grantor trust, funds certain non-qualified benefits, including the SPP and the ILAs, as well as the Executive Deferred Compensation Plan and the Directors’ Deferred Compensation Plan. See “Potential Payments upon Termination or Change in Control” later in this proxy statement for additional information.

  153. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2025

    NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2025 The following table reflects activity by the NEOs during 2025 in WEC Energy Group’s Executive Deferred Compensation Plan (the "EDCP") and Non-Qualified Retirement Savings Plan (the "NQRSP"), which are discussed below.

  154. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2025

    | Name | Plan Name | Executive Contributions in Last Fiscal Year (1) | Registrant Contributions in Last Fiscal Year (1) | Aggregate Earnings in Last Fiscal Year (2) | Aggregate Withdrawals / Distributions | Aggregate Balance at Last Fiscal Year-End (3) | | | | ($) | ($) | ($) | ($) | ($) | | Scott J. Lauber | EDCP | 447,089 | 164,836 | 503,366 | — | 6,830,943 | | Xia Liu | EDCP | 1,870,728 | 78,882 | 527,443 | — | 6,652,313 | | | NQRSP | — | 118,322 | 54,264 | — | 480,377 | | Michael W. Hooper | EDCP | 105,408 | 324,540 | 58,862 | — | 844,330 | | | NQRSP | — | 58,378 | 485 | — | 8,285 | | Margaret C. Kelsey | EDCP | 114,539 | 51,451 | 198,840 | — | 1,659,378 | | | NQRSP | — | 77,177 | 70,153 | — | 569,017 | | Robert M. Garvin | EDCP | 103,700 | 45,258 | 194,600 | — | 2,074,416 |

  155. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2025

    (1)All of the amounts are reported as compensation in the "Summary Compensation Table" of this proxy statement. The NQRSP contributions were earned in 2025, with the actual contribution being made in 2026. (2)$109,085, $70, $20,925, $70,632, and $3,372 of the reported amounts, which represent above-market earnings on compensation that was deferred into the Prime Rate Fund, are reported in the "Summary Compensation Table" of this proxy statement for Messrs. Lauber, Hooper, and Garvin, and Mmes. Liu and Kelsey, respectively. (3)$4,127,310, $300,000, $1,007,555, $3,828,580, and $886,221 of the reported amounts in the EDCP were reported as compensation in the Summary Compensation Tables in prior proxy statements for Messrs. Lauber, Hooper, and Garvin, and Mmes. Liu and Kelsey, respectively. $383,999, $436,104, and $7,800 of the reported amounts in the NQRSP were reported as compensation in the Summary Compensation Tables in prior proxy statements for Mmes. Liu and Kelsey, and Mr. Hooper, respectively.

  156. Executive Deferred Compensation Plan

    Executive Deferred Compensation Plan WEC Energy Group maintains two executive deferred compensation plans in which the NEOs participate: the Legacy WEC Energy Group Executive Deferred Compensation Plan (the “Legacy EDCP”), and the WEC Energy Group Executive Deferred Compensation Plan (the “EDCP”) adopted effective January 1, 2005 to comply with Section 409A of the Internal Revenue Code. The Legacy EDCP provides that (1) amounts earned, deferred, vested, credited, and/or accrued as of December 31, 2004 are preserved and frozen (subject to appreciation in value of such amounts) so that these amounts are exempt from Section 409A and (2) no new employees may participate in the Legacy EDCP as of January 1, 2005. Since January 1, 2005, all deferrals have been made to the EDCP. Therefore, Mr. Lauber is the only NEO who participates in the Legacy EDCP. The provisions of the EDCP as in effect on December 31, 2025 are described below, as are the payout provisions of the Legacy EDCP. The EDCP. Under the plan, a participant may defer up to 50% of his or her base salary, annual incentive compensation and vested awards of performance units. Stock option gains and vested restricted stock may not be deferred into the EDCP. Generally, deferral elections are made annually by each participant for the upcoming plan year. The Company maintains detailed records tracking each participant’s “account balance.” In addition to deferrals made by the participants, the Company may also credit each participant’s account balance by matching a certain portion of each participant’s deferral. Such deferral matching is determined by a formula taking into account the matching rate applicable under the Company’s 401(k) plan, the percentage of compensation subject to such matching rate, the participant’s gross compensation eligible for matching, and the amount of eligible compensation actually deferred. Also, in our discretion, the Company may credit any other amounts, as appropriate, to each participant’s account. Participants may elect to participate in the WEC Energy Group Common Stock Fund and/or the Prime Rate Fund. The Company tracks each participant’s account balance as though the balance was actually invested in these funds. Fund elections are not actual investments, but are elections chosen only for purposes of calculating market gain or loss on deferred amounts for the duration of the deferral period. Each participant may select the amount of deferred compensation to be allocated among the two measurement funds. Contributions and deductions may be made to each participant’s account based on the performance of the measurement fund(s) elected.

  157. Executive Deferred Compensation Plan

    The annual rate of return for the calendar year ended December 31, 2025 for the WEC Energy Group Common Stock Fund and the Prime Rate Fund was 15.97% and 8.5%, respectively. Each participant’s account balance is debited or credited periodically based on the performance of the measurement fund(s) elected by the participant. Subject to certain restrictions, participants may periodically make changes to their measurement fund elections. At the time of his or her deferral election, each participant may designate a prospective payout election for any or the entire amount deferred, plus any amounts debited or credited to the deferred amount as of the designated payout. Amounts deferred into the EDCP may not be withdrawn at the discretion of the participant and a change to the designated payout delays the initial payment at least five years beyond the originally designated payout date. In addition, the Company may not limit payout amounts in order to deduct such amounts under Section 162(m) of the Internal Revenue Code. The balance of a participant’s account is payable on his or her retirement in either a lump sum payout or in annual installments, at the election of the participant. Upon the death of a participant after retirement, payouts are made to the deceased participant’s beneficiary in the same manner as though such payout would have been made to the participant had the participant survived. In the event of a participant’s termination of employment prior to retirement, the participant may elect to receive a payout beginning the year after termination in the amount of his or her account balance as of the termination date either in a lump sum or in annual installments over a period of five years. Disability is not itself a payment event until the participant terminates employment with WEC Energy Group or its subsidiaries. A participant’s account balance will be paid out in a lump sum if the participant separates from service with WEC Energy Group or its subsidiaries within 18 months after a change in control of WEC Energy Group, as defined in the plan. The deferred amounts will be paid out of the general corporate assets or the assets of the Wisconsin Energy Corporation 2014 Rabbi Trust. The Legacy EDCP. At the time of his or her deferral election, each participant designated a prospective payout election for any or the entire amount deferred, plus any amounts debited or credited to the deferred amount as of the designated payout. A participant may elect, at any time, to withdraw part (a minimum of $25,000) or all of his or her account balance, subject to a withdrawal penalty of 10%. Payout amounts may be limited to the extent to which they are deductible by the Company under Section 162(m) of the Internal Revenue Code. The balance of a participant’s account is payable on his or her retirement in either a lump sum payout or in annual installments, at the election of the participant. Upon the death of a participant after retirement, payouts are made to the deceased participant’s beneficiary in the same manner as though such payout would have been made to the participant had the participant survived. In the event of a participant’s termination of employment prior to retirement, the participant may elect to receive a payout beginning the year after termination in the amount of his or her account balance as of the termination date either in a lump sum or in annual installments over a period of five years. Any participant who suffers from a continued disability will be entitled to the benefits of plan participation unless and until the committee administering the plan determines that the participant has been terminated for purposes of continued participation in the plan. Upon any such determination, the disabled participant is paid out as though the participant had retired. Except in certain limited circumstances, participants’ account balances will be paid out in a lump sum (1) upon the occurrence of a change in control, as defined in the plan, or (2) upon any downgrade of the Company’s senior debt obligations to less than “investment grade.” The deferred amounts will be paid out of the general corporate assets or the assets of the Wisconsin Energy Corporation 2014 Rabbi Trust.

  158. Non-Qualified Retirement Savings Plan

    Non-Qualified Retirement Savings Plan WEC Energy Group maintains the WEC Energy Group Non-Qualified Retirement Savings Plan (the “NQRSP”) to provide benefits to a select group of management and highly compensated employees who are subject to the maximum compensation limits and the annual benefit limits for a tax-qualified defined contribution plan as established by the Internal Revenue Service. Effective January 1, 2015, all newly hired management employees receive an annual contribution equal to 6% of pension eligible wages (annual base salary and STPP payout) from the Company into WEC Energy Group’s 401(k) plan, which is a tax-qualified defined contribution plan. The NQRSP provides “make-whole” benefits to address the Internal Revenue Code limits on the amount of money that can be contributed to the 401(k) plan. Without the NQRSP, officers would receive a lower benefit as a percent of eligible compensation than the benefit received by other participants in the 401(k) plan. In addition to the compensation requirements, in order to be eligible to participate in the NQRSP the employee must be employed by WEC Energy Group or one of its subsidiaries on the last day of the plan year and have completed 1,000 hours of service during that year. Participants may elect to participate in the WEC Common Stock Fund or the Prime Rate Fund. The Company tracks each participant’s account balance as though the balance was actually invested in these funds. Fund elections are not actual investments, but are elections chosen only for purposes of calculating market gain or loss on contributed amounts until the account balance is paid out in full. Each participant may select the amounts to be allocated among the two measurement funds. Contributions and deductions may be made to each participant’s account based on the performance of the measurement fund(s) elected. The annual rate of return for the calendar year ended December 31, 2025 for the WEC Energy Group Common Stock Fund and the Prime Rate Fund was 15.97% and 8.5%, respectively. A participant’s account vests upon the earliest to occur of (i) completion of one year of service, (ii) a change in control of WEC Energy Group, (iii) death or (iv) reaching age 59-1/2. Based upon a participant’s payout election, account balances will be paid or begin to be paid upon a participant’s separation from service or death in either a lump sum or installments of two to 10 years. In the event of a termination of employment within 18 months of a change in control of WEC Energy Group, the participant’s account balance will be paid in a lump sum. Account balances will be paid out of the general corporate assets or the assets of the Wisconsin Energy Corporation 2014 Rabbi Trust.

  159. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The tables below reflect the amount of compensation payable to each of our NEOs in the event of termination of each executive’s employment. These amounts are in addition to each NEO’s aggregate balance in the EDCP (except for Mr. Hooper's EDCP Credit, which, at this time, he is only entitled to upon termination by death or disability) and/or, as applicable the NQRSP at fiscal year-end 2025, as reported in the "Aggregate Balance at Last Fiscal Year-End" column under “Nonqualified Deferred Compensation for Fiscal Year 2025.” The amount of compensation payable to each NEO upon voluntary termination, normal retirement, for-cause termination, involuntary termination (by the Company for any reason other than cause, death or disability or by the executive for “good reason”), termination following a “change in control,” disability, and death are set forth below. The amounts shown assume that such termination was effective as of December 31, 2025 and include amounts earned through that date, and are estimates of the amounts which would be paid out to the NEOs upon termination. The amounts shown under “Normal Retirement” assume the NEOs were retirement eligible with no reduction of retirement benefits. The amounts shown under “Termination Upon a Change in Control” assume the NEOs terminated employment as of December 31, 2025, which was within 18 months of a change in control of WEC Energy Group. The amounts reported in the row titled “Retirement Plans” in each table below are not in addition to the amounts reflected under “Pension Benefits at Fiscal Year-End 2025.” The actual amounts to be paid out can only be determined at the time of an officer’s termination of employment.

  160. Payments Made Upon Voluntary Termination or Termination for Cause, Death or Disability

    Payments Made Upon Voluntary Termination or Termination for Cause, Death or Disability In the event a NEO voluntarily terminates employment or is terminated for cause, death, or disability, the officer will receive: •accrued but unpaid base salary and, for termination by death or disability, prorated annual incentive compensation; •401(k) plan and EDCP account balances (Mr. Hooper would only be entitled to the EDCP Credit in the event of death or disability) and, with respect to Mmes. Liu and Kelsey, and Mr. Hooper, their Non-Qualified Retirement Savings Plan balances; •the WEC Energy Group Plan cash balance; •in the case of Ms. Liu, she is entitled to her retirement income supplement; •in the case of death or disability, full vesting in all outstanding stock options, restricted stock, and performance units (otherwise, the ability to exercise already vested options within three months of termination) as well as vesting in the SERP and, with respect to Mr. Garvin, his ILA; and •if voluntary termination occurs after age 60, such termination is treated as a normal retirement. In addition, certain individuals designated by the Company, including the NEOs, are eligible to receive a supplemental disability benefit pursuant to the terms of the WEC Energy Group Supplemental Long-Term Disability Plan, in an amount equal to the difference between the actual amount of the benefit payable under the long term disability plan applicable to all employees and what such disability benefit would have been if calculated without regard to any limitation imposed by the broad-based plan on annual compensation recognized thereunder. NEOs are also entitled to the value of unused vacation days, if any, and for termination by death, benefits payable under the officer life insurance benefit if the NEO participates in such benefit.

  161. Payments Made Upon Normal Retirement

    Payments Made Upon Normal Retirement In the event of the retirement of a NEO, the officer will receive: •accrued but unpaid base salary and prorated annual incentive compensation; •full vesting in all outstanding stock options and a prorated amount of performance units; •full vesting in all retirement plans, including the WEC Energy Group Plan, SERP, and, with respect to Ms. Liu and Mr. Garvin, her retirement income supplement and his ILA, respectively; •401(k) plan and EDCP account balances (other than Mr. Hooper's EDCP Credit) and, with respect to Mmes. Liu and Kelsey, and Mr. Hooper, their Non-Qualified Retirement Savings Plan balances; and •the value of unused vacation days, if any.

  162. Payments Made Upon Termination of Employment in Connection with a Change in Control

    Payments Made Upon Termination of Employment in Connection with a Change in Control Pursuant to the terms of the SPP, retirement benefits are paid to all participating NEOs upon termination of employment within 18 months of a change in control. Pursuant to the terms of the WEC Energy Group Omnibus Stock Incentive Plan, amended and restated effective as of May 6, 2021, in the event the NEO's termination of employment occurs within 24 months following a change in control: •all outstanding stock options will vest and become immediately exercisable, and •all unvested shares of restricted stock will vest as of the date of termination. Pursuant to the terms of the WEC Energy Group Performance Unit Plan, amended and restated effective as of January 1, 2023, in the event an NEO’s employment is terminated after a change in control without cause or by the NEO for good reason, all unvested performance units will vest immediately at the target 100% rate. Ms. Liu is also entitled to receive her retirement income supplement upon termination of employment after a change in control.

  163. Payments Made Upon Termination of Employment in Connection with a Change in Control

    | WEC Energy Group | P-65 | 2026 Proxy Statement |

  164. Payments under the Severance Pay Plan

    Payments under the Severance Pay Plan None of the NEOs have entered into an agreement that provides for severance benefits upon a change in control or otherwise. These officers are eligible to participate in the Company’s Severance Pay Plan, in which all management employees are eligible to participate. In the event a participant is involuntarily terminated, other than for cause, death, disability, retirement, or resignation, the participant is entitled to receive severance pay in an amount equal to the sum of: (1) 4% of the participant’s annual base salary and target bonus, plus (2) 4% of the participant’s annual base salary and target bonus multiplied by his or her completed years of service with the Company. The maximum amount of severance pay that can be received under the plan is twelve months of a participant’s annual base salary and target bonus.

  165. Potential Payments to Named Executive Officers Upon Termination or Change in Control of the Company

    Potential Payments to Named Executive Officers Upon Termination or Change in Control of the Company The following tables show the potential payments upon termination or a change in control of the Company for:

  166. Potential Payments to Named Executive Officers Upon Termination or Change in Control of the Company

    | Executive Benefits and Payments Upon Separation | Voluntary Termination ($) | Normal Retirement ($) | For Cause Termination ($) | Involuntary Termination ($) | Termination Upon Change in Control ($) | Disability ($) | Death ($) | | Scott J. Lauber | | | | | | | | | Compensation: | | | | | | | | | Cash Severance | — | — | — | 2,914,275 | 2,914,275 | — | — | | Retention Agreement | — | — | — | — | — | 1,293,038 | 1,293,038 | | Long-Term Incentive Compensation: | | | | | | | | | Performance Units | — | 4,733,994 | — | — | 9,484,054 | 9,484,054 | 9,484,054 | | Restricted Stock | — | — | — | — | 2,563,733 | 2,563,733 | 2,563,733 | | Options | — | 2,251,972 | — | — | 2,251,972 | 2,251,972 | 2,251,972 | | Benefits & Perquisites: | | | | | | | | | Retirement Plans | 2,296,153 | 2,296,153 | 2,296,153 | 2,296,153 | 2,296,153 | 2,296,153 | 2,280,093 | | Health and Welfare Benefits | — | — | — | 13,079 | 13,079 | — | — | | Death Benefit | — | — | — | — | — | — | — | | Total | 2,296,153 | 9,282,119 | 2,296,153 | 5,223,507 | 19,523,266 | 17,888,950 | 17,872,890 |

  167. Potential Payments to Named Executive Officers Upon Termination or Change in Control of the Company

    | Xia Liu | | | | | | | | | Compensation: | | | | | | | | | Cash Severance | — | — | — | 382,571 | 382,571 | — | — | | Long-Term Incentive Compensation: | | | | | | | | | Performance Units | — | 1,724,060 | — | — | 3,370,713 | 3,370,713 | 3,370,713 | | Restricted Stock | — | — | — | — | 915,920 | 915,920 | 915,920 | | Options | — | 854,455 | — | — | 854,455 | 854,455 | 854,455 | | Benefits & Perquisites: | | | | | | | | | Retirement Plans | 1,517,052 | 1,517,052 | 1,517,052 | 1,517,052 | 1,517,052 | 1,517,052 | 1,517,052 | | Health and Welfare Benefits | — | — | — | 13,079 | 13,079 | — | — | | Death Benefit | — | — | — | — | — | — | 2,585,000 | | Total | 1,517,052 | 4,095,567 | 1,517,052 | 1,912,702 | 7,053,790 | 6,658,140 | 9,243,140 |

  168. Potential Payments to Named Executive Officers Upon Termination or Change in Control of the Company

    | Michael W. Hooper | | | | | | | | | Compensation: | | | | | | | | | Cash Severance | — | — | — | 105,524 | 105,524 | — | — | | Long-Term Incentive Compensation: | | | | | | | | | Performance Units | — | 974,767 | — | — | 1,938,988 | 1,938,988 | 1,938,988 | | Restricted Stock | — | — | — | — | 474,148 | 474,148 | 474,148 | | Options | — | 383,254 | — | — | 383,254 | 383,254 | 383,254 | | Benefits & Perquisites: | | | | | | | | | Retirement Plans | — | — | — | — | — | — | — | | EDCP Credit | — | — | — | — | — | 600,000 | 600,000 | | Health and Welfare Benefits | — | — | — | 13,079 | 13,079 | — | — | | Death Benefit | — | — | — | — | — | — | 2,140,000 | | Total | — | 1,358,021 | — | 118,603 | 2,914,993 | 3,396,390 | 5,536,390 |

  169. Potential Payments to Named Executive Officers Upon Termination or Change in Control of the Company

    | WEC Energy Group | P-66 | 2026 Proxy Statement |

  170. Potential Payments to Named Executive Officers Upon Termination or Change in Control of the Company

    | Executive Benefits and Payments Upon Separation | Voluntary Termination ($) | Normal Retirement ($) | For Cause Termination ($) | Involuntary Termination ($) | Termination Upon Change in Control ($) | Disability ($) | Death ($) | | Margaret C. Kelsey | | | | | | | | | Compensation: | | | | | | | | | Cash Severance | — | — | — | 413,109 | 413,109 | — | — | | Long-Term Incentive Compensation: | | | | | | | | | Performance Units | — | 900,101 | — | — | 1,768,248 | 1,768,248 | 1,768,248 | | Restricted Stock | — | — | — | — | 479,948 | 479,948 | 479,948 | | Options | — | 442,724 | — | — | 442,724 | 442,724 | 442,724 | | Benefits & Perquisites: | | | | | | | | | Retirement Plans | — | — | — | — | — | — | — | | Health and Welfare Benefits | — | — | — | 13,079 | 13,079 | — | — | | Death Benefit | — | — | — | — | — | — | 1,968,000 | | Total | — | 1,342,825 | — | 426,188 | 3,117,108 | 2,690,920 | 4,658,920 |

  171. Potential Payments to Named Executive Officers Upon Termination or Change in Control of the Company

    | Robert M. Garvin | | | | | | | | | Compensation: | | | | | | | | | Cash Severance | — | — | — | 630,617 | 630,617 | — | — | | Long-Term Incentive Compensation: | | | | | | | | | Performance Units | — | 813,624 | — | — | 1,603,308 | 1,603,308 | 1,603,308 | | Restricted Stock | — | — | — | — | 435,233 | 435,233 | 435,233 | | Options | — | 398,644 | — | — | 398,644 | 398,644 | 398,644 | | Benefits & Perquisites: | | | | | | | | | Retirement Plans | 1,335,789 | 1,335,789 | 1,335,789 | 1,335,789 | 1,335,789 | 1,335,789 | 1,328,294 | | Health and Welfare Benefits | — | — | — | 13,079 | 13,079 | — | — | | Death Benefit | — | — | — | — | — | — | 1,802,000 | | Total | 1,335,789 | 2,548,057 | 1,335,789 | 1,979,485 | 4,416,670 | 3,772,974 | 5,567,479 |

  172. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE The primary objective of our executive compensation program is to provide a competitive, performance-based plan that enables the Company to attract and retain key individuals and to reward them for achieving both the Company’s short-term and long-term goals without creating an incentive for our NEOs to take excessive risks. In line with this objective, the Company’s general pay practice for all management employees is to target the median pay for each individual’s position at comparably sized companies. For 2025, the annual total compensation of Mr. Lauber of $12,188,492, as shown in the Summary Compensation Table above (“CEO Compensation”), was approximately 92 times the annual total compensation of the median employee of $133,113. We identified the median employee as of December 31, 2025, using total wages and earnings paid during the rolling 12-month period ended December 31, 2025, as reflected in our internal payroll records (including, without limitation, base salary, wages plus overtime, and annual cash incentive payments, as applicable), for all individuals who were employed by us or any of our consolidated subsidiaries on December 31, 2025 (whether employed on a full-time, part-time, seasonal or temporary basis and including union and non-union employees). After identifying the median employee, we calculated annual total compensation for such employee using the same methodology we use for our CEO Compensation, which includes annual salary, bonus, change in pension value and 401(k) matching by the Company. We decided to use December 31, the last day of our fiscal year, for administrative convenience to align with other fiscal year-end calculations. To provide further context to our pay practices, due to the complexity of the work associated with operating public utilities, our workforce tends to be more highly skilled than workforces at companies in other industries. Additionally, our employees often work for the Company for long periods of time; our average employee tenure is 12.7 years.

  173. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE As described in more detail in “Compensation Discussion and Analysis,” the Company’s executive compensation program has been designed to provide a level of compensation that is strongly dependent upon the achievement of short-term and long-term goals that are aligned with the interests of our stockholders and customers. As such, a substantial portion of pay will only be realized upon strong corporate performance. The Compensation Committee has not designed the compensation program to specifically align the Company’s performance measures with "compensation actually paid" ("CAP") (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. For example, the Company utilizes several performance measures to align executive compensation with Company performance that are not presented in the Pay versus Performance table below. The following tables and supplemental graphical and narrative information present information about CAP, as defined by Item 402(v) of Regulation S-K, and compares CAP to various performance measures, also in accordance with such rules. CAP is a supplemental measure to be viewed alongside performance measures as an addition to the philosophy and strategy of compensation-setting discussed in “Compensation Discussion and Analysis,” and not in replacement thereof.

  174. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | (1) Summary Compensation Table (SCT) Total for PEO ($) | | (1,2) Compensation Actually Paid (CAP) to PEO ($) | | (3) Average SCT total for non-PEO NEOs ($) | (2,3) Average Compensation Actually Paid to non-PEO NEOs ($) | Value of Initial Fixed $100 investment based on: ($) | | Net Income ($) (in millions) | Company Selected Measure | | | Lauber | Fletcher | Lauber | Fletcher | | | (4) WEC TSR | (5) Peer Group TSR | | (6)Adjusted Earnings Per Share (diluted) ($) | | 2025 | 12,188,492 | — | 20,871,095 | — | 3,638,242 | 5,628,666 | 135.40 | 149.01 | 1,557.5 | 5.27 | | 2024 | 10,948,091 | — | 16,220,714 | — | 4,739,937 | 4,816,652 | 116.75 | 129.21 | 1,527.2 | 4.88 | | 2023 | 9,552,179 | — | 5,707,745 | — | 5,188,505 | 2,920,498 | 100.55 | 110.92 | 1,331.7 | 4.63 | | 2022 | 8,149,461 | 8,151,511 | 9,721,228 | 17,332,947 | 4,358,213 | 5,256,205 | 108.11 | 119.69 | 1,408.1 | 4.45 | | 2021 | — | 18,481,871 | — | 14,249,651 | 4,911,241 | 4,273,523 | 108.64 | 117.10 | 1,300.3 | 4.11 |

  175. PAY VERSUS PERFORMANCE DISCLOSURE

    (1)On February 1, 2022, Mr. Lauber succeeded Kevin Fletcher as CEO. (2)Represents the CAP to each of Messrs. Lauber and Fletcher, and the average CAP to the non-PEO NEOs as a group, each as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned or paid during the applicable fiscal years. To calculate the CAP to Mr. Lauber, and the average CAP to our non-PEO NEOs for the 2025 fiscal year, the following adjustments were made to the SCT total compensation:

  176. SCT to CAP Reconciliation

    costs of benefits granted pursuant to a plan amendment during any covered fiscal year that were attributed by the plan's benefit formula to services rendered in periods prior to the plan amendment. (c) Represents (i) the covered fiscal year-end value of any equity awards granted in the covered fiscal year that were outstanding and unvested as of the end of such year; (ii) the amount of the change as of the covered fiscal year-end (from the end of the prior fiscal year) in fair value of any awards granted in prior years that were outstanding and unvested as of the end of the covered fiscal year; (iii) the fair value as of the vesting date of awards granted in a covered fiscal year that vested in the same covered fiscal year; and (iv) the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value for awards granted in prior years that vested during the covered fiscal year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. (3) The non-PEO NEOs for each of the years shown were as follows: •2025: Messrs. Hooper and Garvin, and Mmes. Liu and Kelsey •2024: Messrs. Klappa, Hooper, and Garvin, and Mmes. Liu and Kelsey •2022 and 2023: Messrs. Klappa and Garvin, and Mmes. Liu and Kelsey •2021: Messrs. Klappa and Lauber, and Mmes. Liu and Kelsey (4) Assumes an investment of $100 at the beginning of the measurement period and reinvestment of all dividends. The “measurement period” for each covered fiscal year is the period from December 31, 2020 through the end of such covered fiscal year. (5) Represents the Total Shareholder Return ("TSR") of the Custom Peer Index Group, weighted according to the respective companies' stock market capitalization at the beginning of each period for which a return is indicated. For information about the Custom Peer Index Group see "Performance Graph" in the Company's 2025 Annual Report. (6) For 2025, 2024, and 2023, the Company Selected Measure was adjusted (non-GAAP) earnings per share which excludes (i) for 2025, a $0.46 per share charge in 2025, reflecting an agreement on the terms of a proposed settlement PGL and NSG reached with the Illinois Attorney General that, if approved by the ICC, would resolve all open proceedings related to the QIP and UEA riders, and (ii) for 2024 and 2023, a $0.06 per share charge to earnings and a $0.41 per share non-cash charge to earnings, respectively, each of which related to the ICC's disallowance of certain capital costs. See Appendix A on page P-85 for a full reconciliation of GAAP to non-GAAP earnings per share. The prior years reported in this table each show the Company's earnings per share on a GAAP basis.

  177. Most Important Performance Measures

    Most Important Performance Measures The following represents the most important financial performance measures used by WEC Energy Group to link compensation actually paid to each NEO for 2025, the most recently completed fiscal year, to company performance:

  178. Most Important Performance Measures

    | Adjusted Earnings Per Share | Net Income | Cash Flow | Return on Equity |

  179. Most Important Performance Measures

    Achievement of the Company’s goals with respect to the financial measures highlighted above should drive strong TSR performance for the Company relative to its peers, which is an important component of our compensation program as more fully described in “Compensation Discussion and Analysis – Long-Term Incentive Compensation".

  180. Most Important Performance Measures

    | WEC Energy Group | P-69 | 2026 Proxy Statement |

  181. Supplemental Graphs

    Supplemental Graphs The following graphs and descriptions are provided in accordance with Item 402(v) of Regulation S-K to show the relationships between the compensation actually paid for each of the PEOs, as well as the other NEOs as a group, to 1) the cumulative TSR of the Company as it relates to the TSR of the Custom Peer Index Group, 2) net income, and 3) adjusted earnings per share, which is also the Company-selected performance measure for the 2025 fiscal year. In 2022, Mr. Fletcher was succeeded by Mr. Lauber as CEO. Mr. Fletcher’s “compensation actually paid” includes the accelerated vesting of all unvested long-term incentive awards upon his retirement.

  182. Proposal to Eliminate Provisions Requiring a Supermajority Vote from our Bylaws

    Proposal to Eliminate Provisions Requiring a Supermajority Vote from our Bylaws Article XI, Section 11.04 of our Bylaws currently requires the affirmative vote of at least eighty percent (80%) of the aggregate number of votes which the holders of then outstanding shares of our stock are entitled to cast in the election of directors in order to amend the following provisions: •Article I, Section 1.09 (relating to stockholder unanimous consent without a meeting); •Article II, Section 2.01 (relating to the number of directors constituting the Board of Directors); •Article II, Section 2.02 (relating to the term of office of directors); •Article II, Section 2.04 (relating to the removal of a director); •Article II, Section 2.09 (relating to the notice of meetings); •Article V (relating to indemnification by the Company of directors and officers); and •Article XI, Section 11.04 (relating to the vote required for certain Bylaw amendments). If Proposal 5 is approved by our stockholders, Article XI, Section 11.04 would be repealed in its entirety and the voting standard for approval of any future amendments to the other Bylaw provisions listed above would be by the affirmative vote of a majority of the votes cast at a stockholders meeting at which a quorum is present, unless otherwise required by law. In addition, Article II, Section 2.04 of our Bylaws currently provides that a director may be removed from office only by affirmative vote by a majority if for cause, or at least 80% if without cause, of the aggregate number of votes which the holders of the then outstanding shares of stock are entitled to cast in the election of directors. If Proposal 5 is approved by our stockholders a director may be removed from office, with or without cause, by a majority of votes cast at a stockholders meeting at which quorum is present. As such, Article II,