DEF 14A of Duke Energy CORP, Mar 20, 2026

DEF 14A of Duke Energy CORP

Filed Mar 20, 2026 · FY20250001104659-26-032443

Open on EDGAR

  1. Executive Compensation Highlights (page 44)

    | 5 | Encourage Long-Term Commitment to Duke Energy and align the interests of executives with shareholders |

  2. Executive Compensation Highlights (page 44)

    We meet these objectives through the appropriate mix of compensation, including base salary, short-term incentives, and long-term incentives, consisting of performance shares and RSUs.

  3. Executive Compensation Highlights (page 44)

    | | COMPENSATION COMPONENTS | | | | | Base Salary | STI | LTI | | Link pay to performance | | | | | Attract and retain talented executives and key employees | | | | | Emphasize performance-based compensation to motivate executives and key employees | | | | | Reward individual performance | | | | | Encourage long-term commitment to Duke Energy and align the interests of executives with shareholders | | | |

  4. Our Board Nominees (page 14)

    Our Board Nominees (page 14) Our Board regularly and diligently reviews its composition to ensure that its collective membership has the skills to meet the needs of our business and reflects a diversity of perspectives and experiences. All nominees have the highest level of professional integrity.

  5. Our Board Nominees (page 14)

    | | Name Independence, Age, Tenure Position | Gender Diversity | Racial or Ethnic Diversity | Other Public Boards | Audit | Compensation and People Development | Corporate Governance | Finance and Risk Management | Operations and Nuclear Oversight | | | Derrick Burks Independent, 69, 2022 Retired Managing Partner of Ernst & Young, LLP, Indianapolis office | | X | Equity LifeStyle Properties, Inc. and Kite Realty Group Trust KRG | ● | | | ● | | | | Annette K. Clayton Independent, 62, 2019 Retired Chairwoman and CEO, Schneider Electric North America | X | | NXP Semiconductors N.V. and Oshkosh Corporation | ● | | | ● | | | | Theodore F. Craver, Jr. Independent Chair Independent, 74, 2017 Retired Chairman, President and CEO, Edison International | | | Wells Fargo & Company | | ● | C | | | | | Robert M. Davis Independent, 59, 2018 Chairman and CEO, Merck & Co., Inc. | | | Merck & Co., Inc. | | | ● | C | | | | Caroline Dorsa Independent, 66, 2021 Retired Executive Vice President and CFO, Public Service Enterprise Group Incorporated | X | | Biogen Inc. and Illumina, Inc. | ● | | | | ● | | | W. Roy Dunbar Independent, 64, 2021 Retired Chairman and CEO of Network Solutions, LLC | | X | Johnson Controls International, PLC, McKesson Corporation, and SiteOne Landscape Supply, Inc. | | ● | | | ● | | | Nicholas C. Fanandakis Independent, 69, 2019 Retired Executive Vice President, DuPont de Nemours, Inc. (formerly DowDuPont, Inc.) | | | FTI Consulting, Inc. Enviri Corporation | C | ● | | | | | | Jeffrey B. Guldner Independent, 60, 2025 Retired Chairman and CEO of Pinnacle West Capital Corporation and its Primary subsidiary, Arizona Public Service Company | | | Nextpower Inc. | | ● | | ● | | | | John T. Herron Independent, 72, 2013 Retired President, CEO and Chief Nuclear Officer, Entergy Nuclear | | | None | | | | ● | C | | | Idalene F. Kesner Independent, 68, 2021 Dean Emerita, Indiana University Kelley School of Business | X | | None | | | ● | ● | | | | Michael J. Pacilio Independent, 65, 2021 Retired Executive Vice President and COO, Exelon Generation, Exelon Corp. | | | None | ● | | | | ● | | | Harry K. Sideris Executive Director, 55, 2025 President and CEO, Duke Energy Corporation | | | None | | | | | | | | Thomas E. Skains Independent, 69, 2016 Retired Chairman, President and CEO, Piedmont Natural Gas Company, Inc. | | | National Fuel Gas Company and Truist Financial Corporation | | ● | ● | | | | | William E. Webster, Jr. Independent, 72, 2016 Retired Executive Vice President, Institute of Nuclear Power Operations | | | None | | | ● | | ● |

  6. Our Board Nominees (page 14)

    | 10 DUKE ENERGY 2026 PROXY STATEMENT | BUILDING A SMARTER ENERGY FUTURE® |

  7. Our Board Composition*

    Our Board Composition*

  8. Skills, Qualifications, and Experience

    Skills, Qualifications, and Experience Our Board nominees exhibit a diverse range of skills and experience that collectively creates a well-rounded perspective suitable to protecting the interests of shareholders. The following table denotes the areas of expertise we value and the director nominees with that expertise or experience.

  9. Skills, Qualifications, and Experience

    | BUILDING A SMARTER ENERGY FUTURE® | DUKE ENERGY 2026 PROXY STATEMENT 11 |

  10. Skills, Qualifications, and Experience

    | SKILLS MATRIX | | Derrick Burks | Annette K. Clayton | Theodore F. Craver, Jr. | Robert M. Davis | Caroline Dorsa | W. Roy Dunbar | Nicholas C. Fanandakis | Jeffrey B. Guldner | John T. Herron | Idalene F. Kesner | Michael J. Pacilio | Harry K. Sideris | Thomas E. Skains | William E. Webster, Jr. | | CUSTOMER SERVICE Experience in a customer-facing industry with an understanding of customer and community expectations, including transforming the customer experience. | | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | | CYBERSECURITY/TECHNOLOGY/ARTIFICIAL INTELLIGENCE Experience with security measures necessary for safe transmission and distribution operations; understanding of cyberthreats, risk mitigation and policy, as well as management or oversight experience with technologies key to operational technical systems, including customer experience, financial systems, internal and grid operations, and an understanding of recent innovations in utility operational technology; experience implementing efficiency improvements through technology, including emerging capabilities, such as artificial intelligence to support oversight of innovation, digital transformation, and associated risk management. | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | | ✓ | ✓ | | ✓ | | ENVIRONMENT & SUSTAINABILITY Experience in overseeing or advising on environmental, climate, or sustainability practices; understanding of environmental policy, regulation, risk, and business operations in regulated industries; experience in managing environmental impacts; in-depth knowledge of operational risks. | | ✓ | ✓ | ✓ | | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | EXECUTIVE CEO or other executive management leadership experience with an understanding of how to lead complex organizations. | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | FINANCE OR ACCOUNTING Experience in accounting or finance, including oversight of financial reporting and internal controls and/or raising debt and equity capital. | | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | | ✓ | | ✓ | ✓ | | GOVERNANCE Experience maintaining board and management accountability; a deep understanding of strong governance and compliance practices that protect and align with the interests of investors and other stakeholders; experience in investor relations. | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | HUMAN CAPITAL MANAGEMENT Experience in attracting, developing, motivating, and retaining a talented workforce. | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | INDUSTRY Experience in utility, energy and/or nuclear energy operations, including the associated risks and public policy issues. | | ✓ | ✓ | ✓ | | ✓ | ✓ | | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | REGULATORY/GOVERNMENT Experience in regulatory affairs, public policy, or government; exposure to heavily regulated industries and their governing bodies; experience directly managing employees engaged in policy or regulatory affairs. | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | RISK MANAGEMENT Experience identifying, assessing, and controlling financial or business risks, including those risks with potential to impact public safety, operations, and shareholder value, including environmental impacts. | | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |

  11. Skills, Qualifications, and Experience

    | 12 DUKE ENERGY 2026 PROXY STATEMENT | BUILDING A SMARTER ENERGY FUTURE® |

  12. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  13. The Board of Directors

    The Board of Directors The Corporate Governance Committee, comprised of only independent directors, has recommended all of the director nominees discussed on pages 14 through 22 of this proxy statement. We have a declassified Board, which means all the directors are voted on every year at the Annual Meeting. If any director is unable to stand for election, the Board may reduce the number of directors or designate a substitute. In that case, shares represented by proxies may be voted for a substitute director. We do not expect that any nominee will be unavailable or unable to serve. Our Principles for Corporate Governance includes a director retirement policy, which is described in more detail on page 34 of this proxy statement. Pursuant to this policy, Marie McKee will be retiring as of the 2026 Annual Meeting date.

  14. Majority Voting for the Election of Directors

    Majority Voting for the Election of Directors Under Duke Energy’s By-Laws, in an uncontested election at which a quorum is present, a director-nominee will be elected if the number of votes cast “FOR” the nominee’s election exceeds the number of votes cast “AGAINST” the nominee’s election. Abstentions and broker non-votes do not count. In addition, Duke Energy has a resignation policy in our Principles for Corporate Governance, which requires that if an incumbent director has more votes cast as “AGAINST” that nominee’s election than votes cast “FOR” his or her election, such incumbent director must tender his or her letter of resignation for consideration by the Corporate Governance Committee. In contested elections, directors will be elected by plurality vote. For purposes of the By-Laws, a “contested election” is an election in which the number of nominees for director is greater than the number of directors to be elected.

  15. Majority Voting for the Election of Directors

    | BUILDING A SMARTER ENERGY FUTURE® | DUKE ENERGY 2026 PROXY STATEMENT 13 |

  16. Biographical Information, Skills, and Qualifications of our Board Nominees

    Biographical Information, Skills, and Qualifications of our Board Nominees

  17. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Derrick Burks | | | | Independent Director Nominee | | | | | Age: 69 Director of Duke Energy since 2022 Retired Managing Partner of Ernst & Young, LLP, Indianapolis office | Committees: • Audit Committee • Finance and Risk Management Committee Other current public directorships: • Equity LifeStyle Properties, Inc. • Kite Realty Group Trust KRG |

  18. Biographical Information, Skills, and Qualifications of our Board Nominees

    Mr. Burks retired from the public accounting firm of Ernst & Young, LLP in 2017, where he served as managing partner of the Indianapolis office for 13 years. Prior to this time, Mr. Burks worked for 24 years for the public accounting firm of Arthur Andersen, where he served for three years as managing partner of the Indianapolis office.

  19. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Skills and qualifications: | | Mr. Burks’ qualifications for election include his experience as an independent public accountant for large corporations and public companies requiring SEC expertise during his time with Ernst & Young and Arthur Andersen. Throughout his career, Mr. Burks has served companies in various industries, including energy and utilities, and obtained valuable expertise in the areas of environmental operations and regulations, governance, regulatory, and risk management. His skills and experience in these areas, as well as his knowledge of the Indiana service territory, are valuable contributions to the Board. |

  20. Biographical Information, Skills, and Qualifications of our Board Nominees

    | 14 DUKE ENERGY 2026 PROXY STATEMENT | BUILDING A SMARTER ENERGY FUTURE® |

  21. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Annette K. Clayton | | | | Independent Director Nominee | | | | | Age: 62 Director of Duke Energy since 2019 Retired Chairwoman and CEO, Schneider Electric North America | Committees: • Audit Committee • Finance and Risk Management Committee Other current public directorships: • NXP Semiconductors N.V. • Oshkosh Corporation |

  22. Biographical Information, Skills, and Qualifications of our Board Nominees

    Ms. Clayton served as Chairwoman of Schneider Electric North America, the largest operating region for Schneider Electric, a multinational corporation specializing in energy management and automation solutions, from April 2023 to April 2024. Prior to that, Ms. Clayton served as Schneider Electric’s CEO for the region from April 2022 through April 2023 and President and CEO from June 2016 until April 2022. She was the company’s Chief Supply Chain Officer from May 2011 until January 2019. In addition, she served as a member of Schneider Electric’s Executive Committee from May 2011 to April 2024. Prior to her employment at Schneider Electric, Ms. Clayton served at Dell, Inc. as Vice President of Global Supply Chain Operations and Vice President of Americas Operations, and at General Motors as President of their Saturn subsidiary, Corporate Vice President of Global Quality, and a member of their strategy board. Ms. Clayton previously served on the board of directors of Polaris Inc. and Nordson Corporation. She serves on the board of NXP Semiconductors N.V. and Oshkosh Corporation.

  23. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Skills and qualifications: | | Ms. Clayton’s qualifications for election include her experience in senior management at Schneider Electric overseeing the strategic direction and financial accountability of the company’s North America operation, as well as leading large global operations and supply chains spanning 65 countres. In her prior roles as Chairwoman of Schneider Electric North America, and as President and CEO for the region, she gained experience in customer service through her oversight of customer call centers, as well as cybersecurity and technology through Schneider Electric’s work with the United States government on its cybersecurity infrastructure. Ms. Clayton has also leveraged AI tools to analyze data, identify trends, solve complex operational challenges, and drive efficiency across the organization. Ms. Clayton is well-versed in environmental, social, and governance practices through her work with Schneider Electric’s sustainability division. In working with government policy-makers, innovators, agencies, and associations, she brings expertise about the new energy landscape to advance standards and shape policies that impact the changing dynamics of the industry. Ms. Clayton also has human capital management experience through her work on talent management, succession planning, and workforce development initiatives at Schneider Electric, Dell, and General Motors. These skills uniquely fit the needs that benefit Duke Energy in our corporate strategy. |

  24. Biographical Information, Skills, and Qualifications of our Board Nominees

    | BUILDING A SMARTER ENERGY FUTURE® | DUKE ENERGY 2026 PROXY STATEMENT 15 |

  25. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Theodore F. Craver, Jr. | | | | Independent Director Nominee | | | | | Age: 74 Independent Chair Director of Duke Energy since 2017 Retired Chairman, President and CEO, Edison International | Committees: • Compensation and People Development Committee • Corporate Governance Committee (Chair) Other current public directorships: • Wells Fargo & Company |

  26. Biographical Information, Skills, and Qualifications of our Board Nominees

    Mr. Craver was Chairman, President and CEO of Edison International, the parent company of a large California utility and various competitive electric businesses, from 2008 until his retirement in 2016. From 2005 to 2007, Mr. Craver served as CEO of Edison Mission Energy, a subsidiary of Edison International. Prior to his appointment as CEO of Edison Mission Energy, Mr. Craver served as CFO of Edison International from 2000 to 2004. He started at Edison International in 1996 after leaving First Interstate Bancorp, where he was Executive Vice President and Corporate Treasurer. Mr. Craver is a former member of the ESCC, the organization that is the principal liaison between the federal government and the electric power sector responsible for coordinating efforts to prepare for, and respond to, national-level disasters or threats to critical infrastructure. Mr. Craver currently serves on the board of directors of Wells Fargo & Company, as a Senior Advisor to Blackstone’s Global Infrastructure Fund, and as a Senior Advisor to Bain & Company. He is also on the Board of Councilors of Cordoba Corporation and on the Advisory Board of the Center on Cyber and Technology Innovation, which is a research institute focusing on national security and foreign policy. Mr. Craver has served as Independent Chair of the Board since April 2025 and previously served as Lead Independent Director from May 2022 to April 2025.

  27. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Skills and qualifications: | | Mr. Craver’s qualifications for election include his experience as CEO of Edison International, which gives him in-depth knowledge of the utility industry and the regulatory arena, including environmental regulations, as well as his financial and risk management experience obtained as a CFO at Edison International, and at First Interstate Bancorp as the Chair of the Asset and Liability Committee, which was responsible for the oversight of risk management within the organization. Mr. Craver’s experience in the industry also gives him a keen awareness of the needs of utility customers during this time of industry change. In addition, Mr. Craver’s experience with grid cybersecurity as a member of the Steering Committee of the ESCC and as a member of the Advisory Board of the Center on Cyber and Technology Innovation gives him insight into this crucial area for Duke Energy. In 2018, he earned the CERT Certificate in Cybersecurity Oversight from the National Association of Corporate Directors. |

  28. Biographical Information, Skills, and Qualifications of our Board Nominees

    | 16 DUKE ENERGY 2026 PROXY STATEMENT | BUILDING A SMARTER ENERGY FUTURE® |

  29. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Robert M. Davis | | | | Independent Director Nominee | | | | | Age: 59 Director of Duke Energy since 2018 Chairman and CEO, Merck & Co. Inc. | Committees: • Corporate Governance Committee • Finance and Risk Management Committee (Chair) Other current public directorships: • Merck & Co. Inc. |

  30. Biographical Information, Skills, and Qualifications of our Board Nominees

    Mr. Davis has been Chairman of the Board of Merck since December 2022 and CEO of Merck since July 2021. Prior to that time, Mr. Davis served as Merck’s President from April 2021 until June 2021, responsible for the company’s operating divisions – Human Health, Animal Health, Manufacturing and Merck Research Laboratories. Prior to that, he was Executive Vice President, Global Services since 2016, with responsibility for information technology and procurement, and Merck’s CFO since April 2014, with additional responsibility for real estate operations, corporate strategy, and business development. Prior to joining Merck, Mr. Davis was Corporate Vice President and President of Baxter International Inc.’s medical products business. During his tenure at Baxter, he held several other positions, including President of Baxter’s renal business, CFO, and Treasurer. Before joining Baxter in 2004, Mr. Davis held numerous positions of increasing responsibility over 14 years at Eli Lilly and Company.

  31. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Skills and qualifications: | | Mr. Davis’ qualifications for election include his significant experience in regulatory matters, finance, and risk management obtained during his service as the Chairman and CEO of Merck and as CFO prior to that. During his service as CFO, enterprise risk management and finance were within his areas of responsibility. In addition, he gained significant experience in these areas, while serving in a variety of management and finance roles at Baxter International. Mr. Davis’ legal knowledge, obtained when he earned his Doctor of Jurisprudence, adds additional insight to the Board’s discussions of legal and risk issues. Mr. Davis also has significant experience with technology and cybersecurity as a result of his direct oversight of those areas during his time as CFO of Merck and at Baxter International. Mr. Davis’ experience at Merck provides valuable insight into navigating an industry undergoing rapid transformation. |

  32. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Caroline Dorsa | | | | Independent Director Nominee | | | | | Age: 66 Director of Duke Energy since 2021 Retired Executive Vice President and CFO, Public Service Enterprise Group Incorporated | Committees: • Audit Committee • Operations and Nuclear Oversight Committee Other current public directorships: • Biogen Inc. • Illumina, Inc. |

  33. Biographical Information, Skills, and Qualifications of our Board Nominees

    Ms. Dorsa served as the Executive Vice President and CFO of Public Service Enterprise Group, a diversified energy company, from April 2009 until her retirement in October 2015, and served on its board of directors from February 2003 to April 2009. She also served in numerous senior management positions at Merck, Gilead Sciences, and Avaya prior to joining Public Service Enterprise Group. Ms. Dorsa previously served as a trustee on the boards of the Goldman Sachs Asset Management ETF, Closed-End-Funds, and Intellia Therapeutics, Inc. Ms. Dorsa will be retiring as a director on the board of Biogen Inc. effective June 9, 2026.

  34. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Skills and qualifications: | | Ms. Dorsa’s qualifications for election include her financial acumen, her cybersecurity and technology experience, and her understanding of the regulatory and human capital management risks in the energy industry, gained during her time at Public Service Enterprise Group, where she served as a member of the board of directors, Executive Vice President and CFO, head of the finance department, and was directly responsible for the information technology and business development groups. |

  35. Biographical Information, Skills, and Qualifications of our Board Nominees

    | BUILDING A SMARTER ENERGY FUTURE® | DUKE ENERGY 2026 PROXY STATEMENT 17 |

  36. Biographical Information, Skills, and Qualifications of our Board Nominees

    | W. Roy Dunbar | | | | Independent Director Nominee | | | | | Age: 64 Director of Duke Energy since 2021 Retired Chairman and CEO of Network Solutions, LLC | Committees: • Compensation and People Development Committee • Operations and Nuclear Oversight Committee Other current public directorships: • Johnson Controls International, PLC • McKesson Corporation • SiteOne Landscape Supply, Inc. |

  37. Biographical Information, Skills, and Qualifications of our Board Nominees

    Mr. Dunbar has been a developer for solar projects since retiring as Chairman and CEO of Network Solutions in October 2009. He had served as Chairman and CEO since January 2008. Mr. Dunbar also served as the President of Global Technology and Operations for MasterCard Incorporated from September 2004 until January 2008. Prior to MasterCard, Mr. Dunbar worked at Eli Lilly and Company for 14 years, serving as President of Intercontinental Operations, and earlier as Chief Information Officer. Mr. Dunbar is a National Association of Corporate Directors Board Leadership Fellow.

  38. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Skills and qualifications: | | Mr. Dunbar’s qualifications for election include his experience and insight into environmental regulations, clean energy, social issues, and the energy industry during his time as a solar developer and his deep experience across a number of functional disciplines, including the application of information technology across different business sectors. The variety of these experiences in these areas, which are critical to the success of the Company’s strategy, make him a uniquely qualified member of the Board. |

  39. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Nicholas C. Fanandakis | | | | Independent Director Nominee | | | | | Age: 69 Director of Duke Energy since 2019 Retired Executive Vice President, DuPont de Nemours, Inc. (formerly DowDuPont, Inc.) | Committees: • Audit Committee (Chair) • Compensation and People Development Committee Other current public directorships: • FTI Consulting, Inc. • New Outside Directorship • Enviri Corporation |

  40. Biographical Information, Skills, and Qualifications of our Board Nominees

    Mr. Fanandakis is a retired Executive Vice President of DuPont, a holding company with agriculture, materials science, and specialty products businesses. Mr. Fanandakis served as Executive Vice President and CFO at E.I. du Pont de Nemours and Company from 2009 until January 2019 and as Executive Vice President of DuPont until his retirement in July 2019. Prior to 2009, Mr. Fanandakis served in various plant, marketing, product management, and business director roles in the DuPont organization since 1979.

  41. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Skills and qualifications: | | Mr. Fanandakis’ qualifications for election include his management experience gained during his career in numerous areas of DuPont. In addition to his management experience, Mr. Fanandakis’ expertise in finance, tax, banking, and risk management at a company undergoing transformation is an asset to Duke Energy’s Board. |

  42. Biographical Information, Skills, and Qualifications of our Board Nominees

    | 18 DUKE ENERGY 2026 PROXY STATEMENT | BUILDING A SMARTER ENERGY FUTURE® |

  43. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Jeffrey B. Guldner | | | | Independent Director Nominee | | | | | Age: 60 Director of Duke Energy since 2025 Retired President, Chairman and CEO, Pinnacle West Capital Corporation, and Chairman and CEO of its primary subsidiary, Arizona Public Service Company | Committees: • Compensation and People Development Committee • Finance and Risk Management Committee Other current public directorships: • Nextpower Inc. |

  44. Biographical Information, Skills, and Qualifications of our Board Nominees

    Mr. Guldner served as President, Chairman and CEO of Pinnacle West Capital Corporation (Pinnacle), a utility holding company, and Chairman and CEO of its primary subsidiary, Arizona Public Service Company (APS), an electric utility company, from November 2019 until March 2025. Prior to joining Pinnacle West and APS, Mr. Guldner was a partner with the law firm of Snell & Wilmer LLP, where he practiced public utility, telecommunications and energy law. Mr. Guldner also served as a surface warfare officer in the United States Navy and was an assistant professor of naval science at the University of Washington. Mr. Guldner serves on the board of directors of Nextpower Inc., the McCain Institute, and Smart Electric Power Alliance, and served as a board member of the EEI and NEI.

  45. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Skills and qualifications: | | Mr. Guldner’s qualifications for election include his leadership and energy sector insights gained from his career at Pinnacle and APS, where he led through pivotal moments of execution and transformation. Mr. Guldner’s expertise in public utility, telecommunications and energy law will also be a strong asset to Duke Energy’s Board. |

  46. Biographical Information, Skills, and Qualifications of our Board Nominees

    | John T. Herron | | | | Independent Director Nominee | | | | | Age: 72 Director of Duke Energy since 2013 Retired President, CEO and Chief Nuclear Officer, Entergy Nuclear | Committees: • Finance and Risk Management Committee • Operations and Nuclear Oversight Committee (Chair) Other current public directorships: • None |

  47. Biographical Information, Skills, and Qualifications of our Board Nominees

    Mr. Herron was President, CEO and Chief Nuclear Officer of Entergy Nuclear, the nuclear operations of Entergy Corporation, an electric utility, from 2009 until his retirement in 2013. Mr. Herron joined Entergy Nuclear in 2001 and held a variety of positions. He began his career in nuclear operations in 1979 and, through his career, held positions at a number of nuclear stations across the country. Mr. Herron has served on the board of directors of INPO and Ontario Power Generation.

  48. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Skills and qualifications: | | Mr. Herron’s qualifications for election include his knowledge and extensive insight gained as a senior executive in the utility industry, including his three decades of experience in nuclear energy. In addition to his nuclear expertise, during Mr. Herron’s career, and particularly during his time as CEO and Chief Nuclear Officer of Entergy Nuclear, he gained significant financial, regulatory, and environmental expertise, as well as an understanding of utility customers. He also obtained risk management expertise, a required skill for those tasked with overseeing the operation of nuclear power plants. Mr. Herron also had direct responsibility for the management of cybersecurity as CEO and Chief Nuclear Officer of Entergy Nuclear. |

  49. Biographical Information, Skills, and Qualifications of our Board Nominees

    | BUILDING A SMARTER ENERGY FUTURE® | DUKE ENERGY 2026 PROXY STATEMENT 19 |

  50. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Idalene F. Kesner | | | | Independent Director Nominee | | | | | Age: 68 Director of Duke Energy since 2021 Dean Emerita, Indiana University Kelley School of Business | Committees: • Corporate Governance Committee • Finance and Risk Management Committee Other current public directorships: • None |

  51. Biographical Information, Skills, and Qualifications of our Board Nominees

    Dr. Kesner is the Dean Emerita and the Frank P. Popoff Chair of Strategic Management at the Indiana University Kelley School of Business (the Kelley School). She served as Dean for the Kelley School from July 2013 until July 31, 2022. Dr. Kesner joined the Kelley School faculty in 1995, coming from a titled faculty position at the Kenan-Flagler Business School at the University of North Carolina at Chapel Hill. While at the Kelley School, Dr. Kesner served as co-director of the Kelley School’s Consulting Academy, Chair of the Kelley School’s Full-Time M.B.A. Program, Chair of the Department of Management and Entrepreneurship, and Associate Dean for Faculty & Research. In addition to teaching various graduate-level courses in the area of strategic management, Dr. Kesner has taught in more than 100 executive programs and served as a consultant for many national and international firms, working on strategic issues. Her research has focused on the areas of corporate boards of directors, corporate governance, and mergers and acquisitions. Dr. Kesner serves on the board of advisors for Lincoln Industries and on the board of directors of American Family Insurance. She was previously a member of the board of directors of Berry Global Group, Inc., Main Street America Group, Sun Life Financial, and Olympic Steel, Inc.

  52. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Skills and qualifications: | | Dr. Kesner’s qualifications for election include her risk, governance, strategy, succession planning, and executive training and development expertise obtained as part of her educational background, as well as her work on the boards of other highly regulated companies, and her customer service and regulatory knowledge obtained as a leader at the Kelley School, a public state organization. |

  53. Biographical Information, Skills, and Qualifications of our Board Nominees

    | 20 DUKE ENERGY 2026 PROXY STATEMENT | BUILDING A SMARTER ENERGY FUTURE® |

  54. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Michael J. Pacilio | | | | Independent Director Nominee | | | | | Age: 65 Director of Duke Energy since 2021 Retired Executive Vice President and COO, Exelon Generation, Exelon Corp. | Committees: • Audit Committee • Operations and Nuclear Oversight Committee Other current public directorships: • None |

  55. Biographical Information, Skills, and Qualifications of our Board Nominees

    Mr. Pacilio is a retired Executive Vice President and COO of Exelon Generation, one of the largest competitive power generators in the United States, and had the nation’s largest nuclear fleet and a balanced portfolio of natural gas, hydro, wind, and solar generation. Mr. Pacilio had nearly 40 years of experience at Exelon, where he held a variety of management positions within Exelon Nuclear and Exelon Generation, including President and Chief Nuclear Officer, and has held numerous leadership roles outside of Exelon, including leading the nuclear sector’s response to the Fukushima tsunami, helping to develop a national industry strategy on digital equipment and cybersecurity, and roles within INPO, the World Nuclear Association, and the NEI, where he served on the executive committee of the board of directors.

  56. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Skills and qualifications: | | Mr. Pacilio’s qualifications for election include his extensive knowledge of the nuclear industry, which relies heavily on an understanding and application of risk management and regulatory expertise. His understanding of the financial, operational, and environmental requirements for carbon-free generation, including nuclear, wind, and solar, will provide valuable insight to the Board, as the Company pursues its business strategy. In addition, Mr. Pacilio’s cybersecurity and technology experience within the industry will be valuable as the Company continues to utilize digital innovation to become more efficient. |

  57. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Harry K. Sideris | | | | Non-Independent Director Nominee | | | | | Age: 55 Director of Duke Energy since 2025 President and CEO Duke Energy Corporation | Committees: • None Other current public directorships: • None |

  58. Biographical Information, Skills, and Qualifications of our Board Nominees

    Mr. Sideris has served as CEO of Duke Energy since April 1, 2025, and as President of Duke Energy since April 2024. Prior to that, he served as Executive Vice President, Customer Experience, Solutions and Services from October 2019 to April 2024; Senior Vice President and Chief Distribution Officer from June 2018 to October 2019; State President, Florida from January 2017 to June 2018; Senior Vice President of Environmental Health and Safety from August 2014 to January 2017; and Vice President of Power Generation for the Company’s Fossil/Hydro Operations in the western portions of North Carolina and South Carolina from July 2012 to August 2014.

  59. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Skills and qualifications: | | Mr. Sideris’s qualifications for election include his extensive leadership experience in operations, customer service, strategy, and stakeholder and regulatory engagement, and in-depth knowledge of the utilities industry gained through his nearly three-decade career with Duke Energy. His knowledge of the affairs of Duke Energy and our business makes him a valuable resource for the Board. |

  60. Biographical Information, Skills, and Qualifications of our Board Nominees

    | BUILDING A SMARTER ENERGY FUTURE® | DUKE ENERGY 2026 PROXY STATEMENT 21 |

  61. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Thomas E. Skains | | | | Independent Director Nominee | | | | | Age: 69 Director of Duke Energy since 2016 Retired Chairman, President and CEO, Piedmont Natural Gas Company, Inc. | Committees: • Compensation and People Development Committee • Corporate Governance Committee Other current public directorships: • National Fuel Gas Company • Truist Financial Corporation |

  62. Biographical Information, Skills, and Qualifications of our Board Nominees

    Mr. Skains was Chairman, President and CEO of Piedmont, a natural gas distribution business, until his retirement in 2016. He served as Chairman of Piedmont from December 2003 until October 2016, CEO from February 2003 until October 2016, and as President from February 2002 until October 2016, when Piedmont was acquired by Duke Energy and Mr. Skains joined the Board. Prior to becoming President of Piedmont Natural Gas Company, Inc. in February 2002, Mr. Skains served in various roles, including COO and as Senior Vice President, Marketing and Supply Services, where he directed Piedmont’s commercial natural gas activities.

  63. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Skills and qualifications: | | Mr. Skains’s qualifications for election include his financial and risk management expertise and public company governance and strategy gained during his time as Chairman, President and CEO of Piedmont. His time at Piedmont also provided him with in-depth knowledge of the natural gas industry, the environmental regulations related to the industry, and the needs of natural gas customers. His prior experience as a corporate energy attorney also gives Mr. Skains insight on legal and regulatory compliance matters. |

  64. Biographical Information, Skills, and Qualifications of our Board Nominees

    | William E. Webster, Jr. | | | | Independent Director Nominee | | | | | Age: 72 Director of Duke Energy since 2016 Retired Executive Vice President, Institute of Nuclear Power Operations | Committees: • Corporate Governance Committee • Operations and Nuclear Oversight Committee Other current public directorships: • None |

  65. Biographical Information, Skills, and Qualifications of our Board Nominees

    Mr. Webster was Executive Vice President of Industry Strategy for INPO, a nonprofit organization that promotes the highest levels of safety and reliability in the operation of commercial nuclear power plants, until his retirement in June 2016. Mr. Webster has 34 years of experience obtained at INPO, where he held a variety of management positions in the Industry Evaluations, Plant Support, Engineering Support, and Plant Analysis and Emergency Preparedness divisions prior to his retirement. He is the recipient of the 2022 Henry Dewolf Smyth Nuclear Statesman Award sponsored by the ANS and NEI. Mr. Webster currently serves as the Chairman of the Japan Nuclear Safety Institute.

  66. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Skills and qualifications: | | Mr. Webster’s qualifications for election include the extensive knowledge he gained during his 34 years in the nuclear industry, including experience with respect to environmental laws and reporting for the nuclear industry, and his regulatory expertise through his interface with the NRC on making new nuclear safety rules after the Fukushima incident in Japan. At INPO, Mr. Webster also was responsible for the development of risk management guidelines for the nuclear industry. These skills, as well as his operational and engineering expertise, are an asset to the Board and its committees as our Company focuses on operational excellence. |

  67. Biographical Information, Skills, and Qualifications of our Board Nominees

    The Board of Directors Recommends a Vote “FOR” Each Nominee.

  68. Biographical Information, Skills, and Qualifications of our Board Nominees

    | 22 DUKE ENERGY 2026 PROXY STATEMENT | BUILDING A SMARTER ENERGY FUTURE® |

  69. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our director compensation program is designed to attract and retain highly qualified directors and align their interests with those of our shareholders. We compensate directors who are not employed by Duke Energy with a combination of cash and equity awards, along with certain other benefits as described below. Ms. Good and Mr. Sideris did not receive compensation for their service on the Board. The Compensation and People Development Committee annually reviews the director compensation program and recommends proposed changes for approval by the Board. As part of this review, they consider the significant amount of time expended, and the skill level required, by each director not employed by Duke Energy in fulfilling his or her duties on the Board, each director’s role and involvement on the Board and its committees and the market compensation practices and levels of our peer companies. During its annual review of the director compensation program in 2025, the Compensation and People Development Committee considered an analysis prepared by its independent consultant, FW Cook, which summarized director compensation trends for independent directors and pay levels at the same peer companies used to evaluate the compensation of our NEOs. Following this review, and after considering the advice of FW Cook about market practices and pay levels, the Compensation and People Development Committee recommended, and the Board approved, the following changes to our director compensation program: (i) an increase in the Annual Cash Retainer of $10,000; (ii) an increase in the Chair retainer for each of the Audit Committee and the Compensation and People Development Committee of $5,000; (iii) an increase in the Annual Stock Retainer of $20,000; and (iv) an increase in the annual Board Chair Retainer of $100,000 (payable half in cash and half in stock). No other changes were made to our director compensation program during 2025. As a result of these changes, our 2025 director compensation program consisted of the following: Annual Board Stock Retainer for 2025. In 2025, each eligible director received the portion of his or her annual retainer that was payable in stock in the form of fully vested shares. The stock retainer was granted under the Duke Energy Corporation 2023 Long-Term Incentive Plan that was approved by our shareholders and generally provides that no non-employee director may be granted equity awards during a calendar year that have a grant date fair value, when added to any cash fees or retainers received for that year, of more than $750,000. Deferral Plan. Directors may elect to defer their annual stock retainer, or all or a portion of their annual cash compensation, under the Directors’ Savings Plan. Deferred amounts are credited to an unfunded account, the balance of which is adjusted for the performance of phantom investment options, including the Duke Energy common stock fund, as elected by the director, and generally are paid when the director terminates his or her service from the Board. Charitable Giving Program. The Duke Energy Foundation, independent of Duke Energy, maintains the Duke Energy Foundation Matching Gifts Program under which directors and employees generally are eligible to request matching contributions of up to $2,500 per director or employee per calendar year to qualifying institutions. In addition, a donation of $1,786 was made to Keep America Beautiful in December 2025 on behalf of each of the directors not employed by Duke Energy who served during 2025. Under the Duke Energy PAC match program, directors are eligible to receive matching contributions of up to $5,000 per year to qualifying institutions. Expense Reimbursement and Insurance. Duke Energy provides travel insurance to directors and reimburses directors for expenses reasonably incurred in connection with attendance and participation at Board and committee meetings and special functions. Stock Ownership Guidelines. Directors are subject to stock ownership guidelines, which establish a minimum level of ownership of Duke Energy common stock (or common stock equivalents). Currently, each director not employed by Duke Energy is required to own shares with a value equal to at least five times the annual Board cash retainer (i.e., an ownership level of $675,000) or retain 50% of his or her vested annual equity retainer. All directors were in compliance with the guidelines as of December 31, 2025.

  70. DIRECTOR COMPENSATION

    | BUILDING A SMARTER ENERGY FUTURE® | DUKE ENERGY 2026 PROXY STATEMENT 37 |

  71. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table describes the compensation earned during 2025 by each individual, other than Ms. Good and Mr. Sideris, who served as a director during 2025.

  72. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Derrick Burks | 131,676 | 194,977 | 9,536 | 336,189 | | Annette K. Clayton | 141,676 | 194,977 | 7,036 | 343,689 | | Theodore F. Craver, Jr. | 266,676 | 294,953 | 9,536 | 571,165 | | Robert M. Davis | 161,676 | 194,977 | 9,536 | 366,189 | | Caroline Dorsa | 141,676 | 194,977 | 4,536 | 341,189 | | W. Roy Dunbar | 131,676 | 194,977 | 9,536 | 336,189 | | Nicholas C. Fanandakis | 170,014 | 194,977 | 9,536 | 374,527 | | Jeffrey B. Guldner(1) | 39,619 | 122,982 | 4,360 | 166,961 | | John T. Herron | 161,676 | 194,977 | 9,536 | 366,189 | | Idalene F. Kesner | 131,676 | 194,977 | 9,536 | 336,189 | | E. Marie McKee | 155,014 | 194,977 | 9,536 | 359,527 | | Michael J. Pacilio | 141,676 | 194,977 | 9,536 | 346,189 | | Thomas E. Skains | 131,676 | 194,977 | 9,536 | 336,189 | | William E. Webster, Jr. | 141,676 | 194,977 | 9,536 | 346,189 |

  73. DIRECTOR COMPENSATION

    (1) Jeffrey B. Guldner was appointed to the Board of Directors, effective September 15, 2025. (2) Ms. Clayton, Mr. Guldner, Dr. Kesner, Mr. Pacilio, and Mr. Webster elected to defer their 2025 cash compensation under the Directors’ Savings Plan. (3) This column reflects the grant date fair value of the stock awards granted to each eligible director during 2025. The grant date fair value was determined in accordance with the accounting guidance for stock-based compensation. See Note 22 of the Consolidated Financial Statements contained in our 2025 Form 10-K for an explanation of the assumptions made in valuing these awards. In May 2025, each sitting director on the Board received an annual stock retainer in the form of 1,607 shares of Duke Energy common stock. In addition, Mr. Craver received an additional 824 shares of Duke Energy common stock for serving as Independent Chair of the Board during 2025. Mr. Guldner received a prorated portion of the 2025 – 2026 annual stock retainer in the form of 1,005 shares of Duke Energy common stock, upon joining the Board in September 2025. Mr. Burks, Ms. Clayton, Mr. Dunbar, Mr. Fanandakis, Mr. Guldner, Dr. Kesner, Mr. Pacilio, Mr. Skains, and Mr. Webster elected to defer their 2025 – 2026 stock retainer of Duke Energy shares under the Directors’ Savings Plan. (4) The All Other Compensation column includes the following for 2025:

  74. DIRECTOR COMPENSATION

    | Name | Business Travel Accident Insurance ($) | Charitable Contributions ($) | Total ($) | | Derrick Burks | 250 | 9,286 | 9,536 | | Annette K. Clayton | 250 | 6,786 | 7,036 | | Theodore F. Craver, Jr. | 250 | 9,286 | 9,536 | | Robert M. Davis | 250 | 9,286 | 9,536 | | Caroline Dorsa | 250 | 4,286 | 4,536 | | W. Roy Dunbar | 250 | 9,286 | 9,536 | | Nicholas C. Fanandakis | 250 | 9,286 | 9,536 | | Jeffrey B. Guldner | 74 | 4,286 | 4,360 | | John T. Herron | 250 | 9,286 | 9,536 | | Idalene F. Kesner | 250 | 9,286 | 9,536 | | E. Marie McKee | 250 | 9,286 | 9,536 | | Michael J. Pacilio | 250 | 9,286 | 9,536 | | Thomas E. Skains | 250 | 9,286 | 9,536 | | William E. Webster, Jr. | 250 | 9,286 | 9,536 |

  75. DIRECTOR COMPENSATION

    | 38 DUKE ENERGY 2026 PROXY STATEMENT | BUILDING A SMARTER ENERGY FUTURE® |

  76. Performance Metrics Aligned to Our Strategy

    Performance Metrics Aligned to Our Strategy

  77. Performance Metrics Aligned to Our Strategy

    | 46 DUKE ENERGY 2026 PROXY STATEMENT | BUILDING A SMARTER ENERGY FUTURE® |

  78. Core Compensation Structure and Incentive Metrics in 2025

    | | Element | Performance Metrics Aligned to Strategy | | Base Salary | • Cash | | | Short-Term Incentive | • Short-Term Cash Incentive | Measured over a one-year period: • Adjusted EPS • O&M • Operational Excellence (safety, environmental, and reliability) • Customer Satisfaction • Energy Modernization (non-emitting MW capacity growth) • Individual Performance Goals and Modifier (based on individual performance) | | Long-Term Equity Incentive | • Performance Shares (70%) | Measured over a three-year period: • Cumulative Adjusted EPS • Relative TSR • Safety | | | • RSUs (30%) | • Subject to continued employment, vest in equal installments on the first three anniversaries of the date of grant |

  79. Executive Compensation Best Practices

    | AT DUKE ENERGY WE… | | AT DUKE ENERGY WE DO NOT… | | | | Integrate key performance metrics in our incentive plans relating to environmental, energy modernization, safety, and customer initiatives | | Provide tax gross-ups to NEOs | | | Require significant stock ownership, including 6x base salary for our CEO and 3x base salary for other NEOs | | Permit hedging or pledging of Duke Energy securities | | | Maintain a stock retention policy | | Provide “single trigger” vesting of stock awards upon a change in control | | | Tie equity (both time and performance-based) and cash-based incentive compensation to a clawback policy | | Provide employment agreements (other than to Ms. Good, prior to her retirement) | | | Use an independent compensation consultant retained by and reporting directly to the Compensation and People Development Committee to advise on compensation matters | | Encourage excessive or inappropriate risk-taking through our compensation program | | | Review tally sheets on an annual basis | | Provide excessive perquisites | | | Consider shareholder feedback and the prior year’s “say-on-pay” vote | | Provide dividend equivalents on unearned performance shares | | | Require that equity awards be subject to a one-year minimum vesting period, subject to limited exceptions | | | | | Disclose performance targets for the performance share cycle granted in the most recent year | | |

  80. Base Salary

    Base Salary The salary for each NEO is based on, among other factors, job responsibilities, level of experience, individual performance, comparisons to the salaries of executives in similar positions at other companies in our peer group and internal comparisons. The Compensation and People Development Committee considers changes in the base salaries of our NEOs at least annually, but changes are not made every year. During the annual review process in early 2025, the Compensation and People Development Committee approved the following increases in the base salaries of our named executive officers: (i) effective April 1, 2025, a $400,000 increase for Mr. Sideris to reflect his promotion to CEO, as described previously, and (ii) effective March 1, 2025, a 12.7% increase for Mr. Savoy, a 7.8% increase for Mr. Ghartey-Tagoe, a 6.7% increase for Mr. Gillespie, a 12.1% increase for Mr. Renjel, and a 5.6% increase for Ms. Janson. These salary adjustments were intended to align the compensation for each executive with the applicable market median for their roles within the compensation peer group and to address internal equity considerations. The Compensation and People Development Committee did not adjust the base salary for Ms. Good in 2025. Effective July 1, 2025, Ms. Janson retired as Executive Vice President and CEO, Duke Energy Carolinas, and Mr. Ghartey-Tagoe assumed that role, and Mr. Renjel, who serves as our Executive Vice President and Chief Corporate Affairs Officer, was appointed to the additional role of CEO, Duke Energy Florida and Midwest. In connection with these promotions, and effective July 1, 2025, the Compensation and People Development Committee approved an additional 10.4% increase in base salary for Mr. Ghartey-Tagoe and an additional 10% increase in base salary for Mr. Renjel, in each case to reflect their enhanced roles and responsibilities.

  81. Short-Term Incentive Compensation

    Short-Term Incentive Compensation STI opportunities are provided to our NEOs under the Duke Energy Corporation Executive Short-Term Incentive Plan to promote the achievement of annual performance objectives. Each year, the Compensation and People Development Committee establishes the target STI opportunity for each NEO, which is based on a percentage of his or her base salary. During the annual review process in early 2025, the Compensation and People Development Committee approved the target STI opportunity for each NEO based on the peer group market data, each NEO’s responsibilities, and an assessment of his or her individual contributions. In 2025, the Compensation and People Development Committee approved (i) an increase in the annual target STI opportunity for Mr. Sideris from 115% to 150% of his base salary effective upon his promotion to CEO on April 1, 2025, (ii) and an increase in the annual target STI opportunity for Mr. Ghartey-Tagoe from 100% to 105% of his annual base salary effective January 1, 2025 to maintain his position within the median range of the compensation peer group. The STI opportunities for the other NEOs remained unchanged from 2024 levels.

  82. Short-Term Incentive Compensation

    | Name | Target STI Opportunity (as a % of base salary)(1) | | Harry K. Sideris | 150% | | Brian D. Savoy | 100% | | Kodwo Ghartey-Tagoe | 105% | | T. Preston Gillespie | 95% | | Louis E. Renjel | 95% |

  83. Short-Term Incentive Compensation

    The 2025 STI opportunities for Ms. Good (200% of base salary) and Ms. Janson (115% of base salary) remained unchanged from 2024 levels.

  84. Short-Term Incentive Compensation

    | 50 DUKE ENERGY 2026 PROXY STATEMENT | BUILDING A SMARTER ENERGY FUTURE® |

  85. Short-Term Incentive Compensation

    As discussed in more detail below, the Compensation and People Development Committee established the following objectives under the STI plan in February 2025, with the STI target opportunity allocated between corporate and individual objectives as follows: In order to align financial performance with funding of the STI plan, the Compensation and People Development Committee established a performance floor, or circuit breaker, providing that if an adjusted EPS performance level of at least $6.22 was not achieved, the payout levels for all other measures would be reduced up to the payout level for the EPS performance objective. The circuit breaker was set at an amount between the threshold and target levels. Depending on actual performance, NEOs were eligible to earn a maximum of up to 187.5% of the amount of their STI target opportunity allocated to corporate objectives, based on a potential maximum payout of 200% for the EPS objective, and a 175% potential maximum payout for the O&M expense, operational excellence, customer satisfaction, energy modernization, and individual objectives. In order to provide a wider range of potential payouts based on individual performance, in 2025 our STI plan included a performance modifier that could adjust the aggregate payout on the corporate objectives positively or negatively by up to 25%.

  86. Short-Term Incentive Compensation

    | Goal Setting Process Financial Performance Measures. The Compensation and People Development Committee believes that tying a portion of the STI payments to adjusted EPS aligns pay outcomes of our NEOs with the interests of shareholders and other stakeholders. • When setting financial goals, the Compensation and People Development Committee reviews our long-term financial plan, as well as the current economic and regulatory environment and expectations for investment opportunities and customer satisfaction. • The Compensation and People Development Committee calibrates the adjusted EPS goal with our publicly announced guidance range and considers industry comparisons and growth expectations to establish the threshold, target, and maximum performance levels. • For 2025, our adjusted EPS guidance range was originally set at $6.17 to $6.42, and the adjusted EPS target under the 2025 STI plan was set in the middle of this guidance range at $6.30. This target exceeded the actual adjusted EPS result of $5.90 under the 2024 STI plan. Operational Performance Measures. The Compensation and People Development Committee sets operational performance measure targets at challenging levels to drive long-term growth and success. Stretch performance levels are set to motivate employees to strive for continuous improvement and operational excellence. |

  87. Short-Term Incentive Compensation

    | BUILDING A SMARTER ENERGY FUTURE® | DUKE ENERGY 2026 PROXY STATEMENT 51 |

  88. Performance Modifier (+/- 25%)

    | Name | Target STI Opportunity ($) | Achievement of Corporate Performance Measures (85% weighting) | Achievement of Individual Performance Measures (15% weighting) | Final Payout as a % of Target (100%) STI Opportunity | Payout ($)(1) | | Harry K. Sideris | $1,721,250 | 95.19% | 130% | 114.7% | $1,974,102 | | Brian D. Savoy | $770,269 | 95.19% | 130% | 114.7% | $883,421 | | Kodwo Ghartey-Tagoe | $890,050 | 95.19% | 120% | 113.2% | $1,007,448 | | T. Preston Gillespie | $775,512 | 95.19% | 120% | 113.2% | $877,802 | | Louis E. Renjel | $637,248 | 95.19% | 130% | 114.7% | $730,860 |

  89. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Our LTI program is designed to provide our NEOs with an appropriate balance to the STI plan and to align executive and shareholder interests in an effort to maximize shareholder value and further customer interests. Each year, the Compensation and People Development Committee establishes the target LTI opportunity for each NEO, which is based on a percentage of his or her base salary. During the annual review process in early 2025, the Compensation and People Development Committee approved (i) an increase in the target LTI opportunity for Mr. Sideris from 475% to 750% of his base salary to reflect his promotion to CEO, (ii) an increase in the target LTI opportunity for Mr. Gillespie from 275% to 300%, and (iii) an increase for Ms. Janson from 350% to 450% of base salary, in each case to maintain his or her position within the median range of the compensation peer group. The Compensation and People Development Committee approved a 2025 LTI opportunity for Ms. Good with a target value of $6 million. Effective July 1, 2025, Ms. Janson retired as Executive Vice President and CEO, Duke Energy Carolinas, and Mr. Ghartey-Tagoe assumed that role, and Mr. Renjel, who serves as Executive Vice President and Chief Corporate Affairs Officer, was appointed to the additional role of CEO, Duke Energy Florida and Midwest. Although the Compensation and People Development Committee did not adjust the LTI opportunity (expressed as a percentage of base salary) for these two executives in connection with their promotions, it did approve additional equity grants under the LTI program of $148,750 for Mr. Ghartey-Tagoe and of $105,625 for Mr. Renjel, which in each case was prorated based on their promotion date to reflect the incremental LTI value that they would have been granted had their new base salary levels been in effect at the time of the initial 2025 LTI grants. The 2025 LTI opportunities for the NEOs were as follows.

  90. Long-Term Incentive Compensation

    | Name | Target LTI Opportunity (as a % of base salary)(1) | | Harry K. Sideris | 750% | | Brian D. Savoy | 350% | | Kodwo Ghartey-Tagoe | 350% | | T. Preston Gillespie | 300% | | Louis E. Renjel | 325% |

  91. Long-Term Incentive Compensation

    (1) Ms. Good’s target LTI opportunity was $6 million and Ms. Janson’s target LTI opportunity was 450%. The Compensation and People Development Committee reviews the allocation between performance shares and RSUs annually with its compensation consultant, which

  92. Long-Term Incentive Compensation

    | 54 DUKE ENERGY 2026 PROXY STATEMENT | BUILDING A SMARTER ENERGY FUTURE® |

  93. Long-Term Incentive Compensation

    confirmed that the present mix of performance shares (70% allocation) and RSUs (30% allocation) was consistent with both utility peers and the general industry. The Compensation and People Development Committee believes that this allocation strikes an appropriate balance to both incentivize and retain our executive officers and aligns with our strong pay for performance philosophy.

  94. 2025 – 2027 Performance Shares (70% of Long-Term Incentive Program)

    2025 – 2027 Performance Shares (70% of Long-Term Incentive Program) Our Compensation and People Development Committee has designed our performance shares to reflect stakeholder feedback, including shareholders, requesting a focus on multiple core metrics linked to our long-term success and balancing relative and absolute performance in order to emphasize pay for performance comparisons. In order to emphasize pay for performance, the 2025 – 2027 performance shares vest at the end of the three-year performance period based on the achievement of three performance goals: (i) our cumulative adjusted EPS compared to pre-established targets (40% weighting); (ii) our relative TSR compared to the companies in the UTY (40% weighting); and (iii) a safety measure based on our TICR compared to similar companies in the EEI Group 1 Large Company Index (20% weighting). These performance measures were selected to emphasize their importance in aligning the interests of our executives and shareholders and other stakeholders. Each of the three performance measures for the 2025 – 2027 performance shares is described below, along with a table that sets forth the performance targets and payout levels. The first performance measure is based on Duke Energy’s three-year cumulative adjusted EPS measured against pre-established target levels. The Compensation and People Development Committee established the EPS target for the three-year cycle in February 2025 at a level that reflects an increase over the target level set for the 2024 – 2026 performance period of $18.78. The following table provides the EPS target levels and corresponding payout levels:

  95. 2025 – 2027 Performance Shares (70% of Long-Term Incentive Program)

    | Cumulative Adjusted EPS | Percent Payout of Target 2025 – 2027 Performance Shares | | $20.92 or Higher | 200% | | $19.74 (Target) | 100% | | $17.96 | 50% | | Lower than $17.96 | 0% |

  96. 2025 – 2027 Performance Shares (70% of Long-Term Incentive Program)

    If Duke Energy’s cumulative adjusted EPS during the performance period is between $17.96 to $19.74 or between $19.74 to $20.92, the payout for the portion of the performance shares related to this performance measure is interpolated on a straight-line basis. The second performance measure is based on the percentile ranking of Duke Energy’s TSR for the three-year performance period beginning January 1, 2025, compared to the TSR of each company in the UTY for the same period. The following table provides the percentile ranking and corresponding payout levels:

  97. 2025 – 2027 Performance Shares (70% of Long-Term Incentive Program)

    | Relative TSR Performance Percentile | Percent Payout of Target 2025 – 2027 Performance Shares* | | 90th or Higher | 200% | | 55th (Target) | 100% | | 25th | 50% | | Below 25th | 0% |

  98. 2025 – 2027 Performance Shares (70% of Long-Term Incentive Program)

    * If Duke Energy’s cumulative TSR is negative during the performance period, the payout is limited to the target level unless Duke Energy’s relative performance is in the top quartile. If Duke Energy’s cumulative TSR is at least 15%, the payout cannot be less than 30% of the target number of shares related to the TSR portion of the award, regardless of the relative performance. If Duke Energy achieves a TSR ranking between the 25th percentile and the 55th percentile or between the 55th percentile and the 90th percentile, the number of performance shares related to this performance measure is interpolated on a straight-line basis. To determine performance share payouts, TSR is calculated using the difference between the opening and closing value of the shares of Duke Energy and each peer in the UTY, with dividends assumed to be reinvested. For purposes of the TSR calculation, the opening value is determined based on the average closing stock price for each company’s shares on each trading day during the calendar month immediately preceding the performance period, and the closing value is determined based on the average closing stock price for each company’s shares on each trading day during the last calendar month in the performance period.

  99. 2025 – 2027 Performance Shares (70% of Long-Term Incentive Program)

    | BUILDING A SMARTER ENERGY FUTURE® | DUKE ENERGY 2026 PROXY STATEMENT 55 |

  100. 2025 – 2027 Performance Shares (70% of Long-Term Incentive Program)

    The third performance measure relates to Duke Energy’s safety performance, which is measured based on our TICR for employees, as compared to companies in the EEI Group 1 Large Company Index, excluding companies without gas or nuclear operations. The following table provides the TICR target levels and corresponding payout levels:

  101. 2025 – 2027 Performance Shares (70% of Long-Term Incentive Program)

    | Relative TICR Performance Percentile | Percent Payout of Target 2025 – 2027 Performance Shares | | Top Company | 200% | | 90th (Target) | 100% | | 75th | 50% | | Below 75th | 0% |

  102. 2025 – 2027 Performance Shares (70% of Long-Term Incentive Program)

    If Duke Energy’s safety performance during the performance period is between the 75th percentile and 90th percentile or between the 90th percentile and the Top Company, the payout for the portion of the shares related to this performance measure is interpolated on a straight-line basis.

  103. Restricted Stock Units (30% of Long-Term Incentive Program)

    Restricted Stock Units (30% of Long-Term Incentive Program) The RSUs generally vest in equal installments on the first three anniversaries of the date of grant, provided the recipient continues to be employed by Duke Energy on each vesting date.

  104. Payout of 2023 – 2025 Performance Shares

    Payout of 2023 – 2025 Performance Shares The 2023 – 2025 performance shares for the three-year performance period ending December 31, 2025, generally vest based on: (i) our cumulative adjusted EPS compared to pre-established targets (50% weighting); (ii) our relative TSR compared to the companies in the UTY (25% weighting); and (iii) a safety measure based on our TICR for employees, as compared to companies in the EEI Group 1 Large Company Index, excluding companies without gas or nuclear operations (25% weighting). The first measure was based on our cumulative adjusted EPS during the three-year period compared to pre-established targets, as follows:

  105. Payout of 2023 – 2025 Performance Shares

    | Cumulative Adjusted EPS | Percent Payout of Target 2023 – 2025 Performance Shares | Result | Payout of Target | | $18.75 or Higher | 200% | | | | $17.75 (Target) | 100% | $17.77 | 102.00% | | $16.15 | 50% | | | | Lower than $16.15 | 0% | | |

  106. Payout of 2023 – 2025 Performance Shares

    The second measure was based on our relative TSR for the three-year period compared to the companies in the UTY, as follows:

  107. Payout of 2023 – 2025 Performance Shares

    | Relative TSR Performance Percentile | Percent Payout of Target 2023 – 2025 Performance Shares | Result | Payout of Target* | | 90th or Higher | 200% | | | | 55th (Target) | 100% | 70th Percentile | 142.86% | | 25th | 50% | | | | Below 25th | 0% | | |

  108. Payout of 2023 – 2025 Performance Shares

    If cumulative TSR is negative during the performance period, the payout is limited to the target level regardless of the relative performance. If cumulative TSR is at least 15%, the payout cannot be less than 30% of the target regardless of the relative performance.

  109. Payout of 2023 – 2025 Performance Shares

    | 56 DUKE ENERGY 2026 PROXY STATEMENT | BUILDING A SMARTER ENERGY FUTURE® |

  110. Payout of 2023 – 2025 Performance Shares

    The third measure was based on TICR for employees during the three-year period as compared to companies in the EEI Group 1 Large Company Index, excluding companies without gas or nuclear operations, as follows:

  111. Payout of 2023 – 2025 Performance Shares

    | TICR for Employees | Percent Payout of Target 2023 – 2025 Performance Shares | Result | Payout of Target | | Top Company | 200% | 0.32 | 200.00% | | 90th (Target) | 100% | | | | 75th | 50% | | | | Below 75th | 0% | | |

  112. Payout of 2023 – 2025 Performance Shares

    In the aggregate, this performance corresponds to a payout of 136.72% of the target number of 2023 – 2025 performance shares, plus dividend equivalents earned during the performance period. The following table lists the number of 2023 – 2025 performance shares in which our NEOs became vested at the end of that performance cycle:

  113. Payout of 2023 – 2025 Performance Shares

    | Name | 2023 – 2025 Target Shares | Overall Achievement as a % of Target | 2023 – 2025 Performance Shares Earned(1) | | Harry K. Sideris | 14,882 | 136.72% | 20,347 | | Brian D. Savoy | 15,196 | 136.72% | 20,776 | | Kodwo Ghartey-Tagoe | 16,338 | 136.72% | 22,337 | | T. Preston Gillespie | 11,895 | 136.72% | 16,263 | | Louis E. Renjel | 10,700 | 136.72% | 14,629 |

  114. Payout of 2023 – 2025 Performance Shares

    (1) Ms. Good retired on April 1, 2025, and Ms. Janson retired on July 1, 2025. Each of them was entitled to a payout for the 2023-2025 performance shares, determined in the same manner as the other NEOs, in the amount of 154,647 shares and 27,504 shares, respectively.

  115. Employment Agreement with Ms. Good

    Employment Agreement with Ms. Good Effective July 2013, Duke Energy entered into an employment agreement with Ms. Good that contained a three-year initial term and automatically renews for additional one-year periods at the end of the initial term unless either party provided 120 days’ advance notice. In the event of a change in control of Duke Energy, the term automatically extended to a period of two years. The employment agreement was last amended on June 25, 2015. Upon a termination of Ms. Good’s employment by Duke Energy without “cause” or by Ms. Good for “good reason” (each as defined in her employment agreement), Ms. Good would have been entitled to certain severance benefits. Ms. Good did not receive any severance benefits under her Employment Agreement in connection with her retirement effective April 1, 2025.

  116. Severance Plan

    Severance Plan The Executive Severance Plan provides severance protection to our current NEOs to provide a consistent approach to executive severance and to provide eligible executives with certainty and security, while they are focusing on their duties and responsibilities. Severance compensation would only be paid in the event that an eligible executive’s employment is involuntarily terminated without “cause” or is voluntarily terminated for “good reason,” and is subject to compliance with restrictive covenants (i.e., confidentiality and non-competition). The severance compensation that would be paid in the event of a qualifying termination of employment to those senior executives who are identified as “Tier I Participants,” including our current NEOs, generally approximates two times each NEO’s annual compensation and benefits. The Executive Severance Plan prohibits the payment of severance if an executive also would be entitled to severance compensation under a separate agreement or plan maintained by Duke Energy, including the Change in Control Agreements described below. The Executive Severance Plan does not provide for golden parachute excise tax gross-up payments. The benefit levels under the Executive Severance Plan are described in more detail on page 73 under the “Potential Payments Upon Termination or Change in Control – Severance Protection” section of this proxy statement. Ms. Janson did not receive any severance benefits under the Executive Severance Plan upon her retirement on July 1, 2025, and Ms. Good did not participate in the Executive Severance Plan.

  117. Change in Control Agreements

    Change in Control Agreements Duke Energy has entered into Change in Control Agreements with our NEOs other than Ms. Good. Under these agreements, each such NEO would be entitled to certain payments and benefits if: (i) a change in control were to occur; and (ii) within two years following the change in control, (a) the executive’s employment is terminated without “cause,” or (b) the executive terminates his or her employment for “good reason.” The severance that would be provided to these NEOs is generally two times the executive’s annual compensation and benefits and becomes payable only if there is both a change in control and a qualifying termination of employment. The Compensation and People Development Committee approved the two times severance multiplier after consulting with its advisors and reviewing the severance protection provided by peer companies. As described on page 72 of this proxy statement, effective April 1, 2025, Mr. Sideris’s Change in Control Agreement contains a severance multiplier of 2.99 rather than two. The Change in Control Agreements do not provide for golden parachute excise tax gross-up payments. Our RSU and performance share awards provide for “double-trigger” vesting upon a qualifying termination of employment in connection with a change in control. The Compensation and People Development Committee believes the change in control arrangements are appropriate in order to diminish the uncertainty and risk to the executives’ roles in the context of a potential or actual change in control. The benefit levels under the Change in Control Agreements and equity awards are described in more detail on pages 72 through 76 under the “Potential Payments Upon Termination or Change in Control – Severance Protection” section of this proxy statement.

  118. Change in Control Agreements

    | 58 DUKE ENERGY 2026 PROXY STATEMENT | BUILDING A SMARTER ENERGY FUTURE® |

  119. Section 3: Competitive Market Practices

    Section 3: Competitive Market Practices

  120. Compensation Consultant

    Compensation Consultant The Compensation and People Development Committee has engaged FW Cook to report directly to the Compensation and People Development Committee as its independent compensation consultant. The compensation consultant attends each Compensation and People Development Committee meeting and provides advice, including reviewing and commenting on market compensation data used to establish the compensation of the executive officers and directors, the terms and performance goals applicable to incentive plan awards, the process for approving achievement of the incentive goals, and analysis with respect to specific projects and information regarding trends and competitive practices. The compensation consultant also routinely meets with the Compensation and People Development Committee members without management present. When establishing the compensation program for our NEOs, the Compensation and People Development Committee considers input and recommendations from management, including Mr. Sideris, who attends the Compensation and People Development Committee meetings. The consultant has been instructed that it is to provide completely independent advice to the Compensation and People Development Committee and is not permitted to provide any services to Duke Energy other than at the direction of the Compensation and People Development Committee. With the consent of the Chair of the Compensation and People Development Committee, the consultant may meet with management to discuss strategic issues with respect to executive compensation that will assist the consultant in its engagement with the Compensation and People Development Committee. The Compensation and People Development Committee has assessed the independence of FW Cook pursuant to SEC rules and concluded that no conflict of interest exists that would prevent the consulting firm from independently advising the Compensation and People Development Committee.

  121. Compensation Peer Group

    Compensation Peer Group One of our core compensation objectives is to attract and retain talented executive officers by providing a total compensation package that generally is competitive with that of other executives and key employees of similarly sized companies with similar complexity, whether within or outside of the utility sector. The Compensation and People Development Committee, with input and advice from its independent consultant, has developed a customized peer group for the review of executive compensation levels and plan design practices. The Compensation and People Development Committee, after obtaining advice from its independent consultant at FW Cook, approved the selection criteria for the compensation peer group, so that the group would continue to reflect companies of Duke Energy’s scale and business complexity. The selection criteria include the following: (i) a group of companies whose median market capitalization and revenue scope is similar in size to Duke Energy, (ii) the largest electric utilities that are constituents of the UTY, or large S&P 500 companies from relevant industries, and (iii) publicly-traded companies that have similar business attributes to Duke Energy (e.g., having at least one of the following business attributes: United States based companies that generate a majority of business domestically, companies that provide products and services in regulated markets, non-utility companies with manufacturing operations, companies requiring high levels of capital investment to generate revenue, and companies paying an annual dividend). The Compensation and People Development Committee reviews the compensation peer group on an annual basis to ensure it remains appropriate. The following table reflects the companies in our compensation peer group, based on the selection criteria described above.

  122. Compensation Peer Group

    | Compensation Peer Group | | | | | 3M | Edison International | NextEra Energy | The Southern Co. | | American Electric Power | Exelon | Northrop Grumman | Union Pacific | | Deere & Co. | General Dynamics | PG&E | UPS | | Dominion Energy | Honeywell International | RTX Corporation | Waste Management | | Eaton Corporation | Lockheed Martin | Texas Instruments | Xcel Energy |

  123. Compensation Peer Group

    | BUILDING A SMARTER ENERGY FUTURE® | DUKE ENERGY 2026 PROXY STATEMENT 59 |

  124. Section 4: Executive Compensation Policies

    | Policy | Description | | | Stock ownership/holding policy | We maintain meaningful stock ownership guidelines to reinforce the importance of Duke Energy stock ownership. These guidelines are intended to align the interests of executives and shareholders and to focus the executives on our long-term success. Under these guidelines, each of our active NEOs must own Duke Energy shares in accordance with the following schedule: | | | | Leadership Position | Value of Shares | | | CEO | 6x Base Salary | | | Other NEOs | 3x Base Salary | | | A NEO also can satisfy the policy by holding 50% of all shares acquired under the LTI program (after payment of any applicable taxes) and 100% of all shares acquired upon the exercise of stock options (after payment of the exercise price and taxes). Each of our NEOs was in compliance with the stock ownership/ stock holding policy during 2025. | | | Clawback policies | Under our clawback policy, we are required to recover incentive-based compensation paid to a current or former executive officer with respect to the three years preceding a year in which we prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. The compensation recoverable is the amount in excess of the amount that would have been payable to the executive officer under the restated financial statements. The clawback must be applied regardless of whether the executive officer was responsible for the error that led to the accounting restatement. The clawback policy is intended to comply with the applicable NYSE listing standards that were revised in response to the mandates under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. We maintain other policies that allow us to recover incentive compensation payments based on an incorrect calculation. In addition, our STI program and LTI programs provide authority to recoup time- and performance-based awards and compensation if we determine at any time that a participant engaged in “detrimental activity” during his or her employment, in which case, to the extent permitted by applicable law, the employee: (a) shall forfeit outstanding awards, and (b) shall be required to promptly return to Duke Energy any payments received under the incentive programs during the three-year period preceding the date of the determination. For this purpose, “detrimental activity” means: (i) the employee engaged in misconduct that is detrimental to our financial condition or business reputation, including due to any adverse publicity, or (ii) the employee violated any of our material written policies, including without limitation our Code of Business Ethics or policies governing workplace harassment, including sexual harassment and other forms of harassment prohibited by our Harassment-Free Workplace Policy. | | | Hedging or pledging policy | We have a policy that prohibits employees (including our NEOs) and directors from trading in put or call options, warrants, swaps, forwards, and other derivatives or similar instruments in connection with Duke Energy securities, or by selling Duke Energy securities “short.” Our pledging policy prohibits the pledging of any Duke Energy securities, regardless of where or how such securities are held. See “Prohibition on Hedging and Pledging” on page 40 of this proxy statement for additional information about the hedging prohibition. | | | Equity award grant policy | In recognition of the importance of adhering to specific practices and procedures in the granting of equity awards, the Compensation and People Development Committee has adopted a policy that applies to the granting of equity awards. Under this policy, annual grants to our NEOs may be made at any previously scheduled meeting, provided that reasonable efforts will be made to make such grants at the first regularly scheduled meeting of each | |

  125. Section 4: Executive Compensation Policies

    | Policy | Description | | | calendar year, and annual grants to independent directors may be made by the Board at any previously scheduled meeting, provided that reasonable efforts will be made to make such grants at the regularly scheduled meeting that is held in conjunction with the Annual Meeting each year. | | Risk assessment policy | In consultation with the Compensation and People Development Committee, members of management from Duke Energy’s Human Resources, Legal, and Risk Management Departments assessed whether our compensation policies and practices encourage excessive or inappropriate risk taking by our employees, including employees other than our NEOs. This assessment included a review of the risk characteristics of Duke Energy’s business and the design of our incentive plans and policies. Management reported its findings to the Compensation and People Development Committee, and after review and discussion, the Compensation and People Development Committee concluded that our plans and policies do not encourage excessive or inappropriate risk taking. | | Shareholder approval policy for severance | We have a policy, generally, to seek shareholder approval for any agreements with our NEOs that provide severance compensation in excess of 2.99x the executive’s annual compensation or that provide for tax gross-ups in connection with a termination event. |

  126. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table provides compensation information for our CEO (Mr. Sideris), our CFO (Mr. Savoy) and our three other most highly compensated executive officers who were employed on December 31, 2025 (Mr. Ghartey-Tagoe, Mr. Gillespie, and Mr. Renjel). The table also provides compensation information for Ms. Good, who retired as Chair and CEO on April 1, 2025, and Ms. Janson, who retired on July 1, 2025, and who would have been among the three most highly compensated executive officers if she had remained employed with Duke Energy through December 31, 2025. Neither Ms. Good nor Ms. Janson received severance compensation upon retirement. With respect to each NEO, the table provides information for 2023 and 2024 only to the extent the NEO was included in the Duke Energy Summary Compensation Table for those years.

  127. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Harry K. Sideris(1) President and CEO | 2025 | 1,200,000 | 0 | 10,068,663 | 0 | 1,974,102 | 82,551 | 327,314 | 13,652,630 | | | 2024 | 834,405 | 0 | 4,444,307 | | 742,148 | 51,155 | 219,224 | 6,291,239 | | Lynn J. Good(1) Former Chair and CEO | 2025 | 375,000 | 0 | 6,196,117 | 0 | 860,175 | 353,670 | 484,474 | 8,269,436 | | | 2024 | 1,500,000 | 0 | 16,350,054 | 0 | 2,400,000 | 373,793 | 658,135 | 21,281,982 | | | 2023 | 1,500,000 | 0 | 16,021,168 | 0 | 1,739,063 | 344,770 | 954,874 | 20,559,875 | | Brian D. Savoy Executive Vice President and CFO | 2025 | 770,269 | 0 | 2,837,415 | 0 | 883,421 | 97,310 | 198,808 | 4,787,223 | | | 2024 | 689,017 | 0 | 2,491,480 | 0 | 551,214 | 52,708 | 166,151 | 3,950,570 | | | 2023 | 646,867 | 0 | 2,152,311 | 0 | 428,549 | 77,207 | 172,556 | 3,477,490 | | Kodwo Ghartey-Tagoe(1) Executive Vice President and CEO, Duke Energy Carolinas and Natural Gas Business | 2025 | 847,667 | 0 | 3,103,043 | 0 | 1,007,448 | 104,870 | 219,105 | 5,282,133 | | | 2024 | 746,667 | 0 | 2,703,873 | 0 | 597,333 | 81,945 | 179,238 | 4,309,056 | | | 2023 | 695,500 | 0 | 2,314,120 | 0 | 460,769 | 92,651 | 190,831 | 3,753,871 | | T. Preston Gillespie Executive Vice President, Chief Generation Officer and Enterprise Operational Excellence | 2025 | 816,328 | 0 | 2,555,992 | 0 | 877,802 | 123,265 | 213,834 | 4,587,221 | | Louis E. Renjel(1) Executive Vice President and CEO, Duke Energy Florida and Midwest and Chief Corporate Affairs Officer | 2025 | 670,788 | 0 | 2,293,425 | 0 | 730,860 | 0 | 87,077 | 3,782,150 | | Julia S. Janson(1) Former Executive Vice President and CEO, Duke Energy Carolinas | 2025 | 466,667 | 0 | 4,414,850 | 0 | 607,453 | 168,846 | 231,749 | 5,889,565 | | | 2024 | 883,390 | 0 | 3,274,761 | 0 | 812,718 | 177,763 | 218,835 | 5,367,467 | | | 2023 | 796,452 | 0 | 2,849,421 | 0 | 527,649 | 0 | 252,189 | 4,425,711 |

  128. SUMMARY COMPENSATION TABLE

    (1) Effective as of April 1, 2025, Mr. Sideris was appointed as President and CEO. Effective as of July 1, 2025, Mr. Ghartey-Tagoe was appointed as Executive Vice President and CEO, Duke Energy Carolinas and Natural Gas Business, and Mr. Renjel was appointed as Executive Vice President and CEO, Duke Energy Florida and Midwest and Chief Corporate Affairs Officer. Effective as of March 1, 2026, Mr. Gillespie will assume responsibility for Duke Energy’s nuclear program strategy in a new role as Executive Vice President, Nuclear Program Strategy, and has announced that he is planning to retire effective March 1, 2027. Ms. Good and Ms. Janson retired from Duke Energy on April 1, 2025, and July 1, 2025, respectively. Neither Ms. Good nor Ms. Janson received severance compensation upon retirement. (2) Grant Date Fair Value of Stock Awards for Accounting Purposes: This column does not reflect the value of stock awards that were actually earned or received by our NEOs during each of the years listed above. Rather, as required by applicable SEC rules, this column reflects the aggregate grant date fair value of the performance shares (based on the probable outcome of the performance conditions as of the date of grant) and RSUs granted to our NEOs in the applicable year. The aggregate grant date fair value of the performance shares provided in 2025 to Mr. Sideris, Ms. Good, Mr. Savoy, Mr. Ghartey-Tagoe, Mr. Gillespie, Mr. Renjel, and Ms. Janson, assuming that the highest level of performance would be achieved, is $14,287,398; $8,792,207; $4,026,251; $4,405,382; $3,626,938; $3,255,853; and $6,264,600; respectively. The aggregate grant date fair value of the awards was determined in accordance with the accounting guidance for stock-based compensation. See Note 22 of the Consolidated Financial Statements contained in our 2025 Form 10-K for an explanation of the assumptions made in valuing these awards. With respect to the applicable performance period, this column reflects amounts payable under the STI plan. Unless deferred, the 2025 amounts were paid in March 2026.

  129. SUMMARY COMPENSATION TABLE

    | BUILDING A SMARTER ENERGY FUTURE® | DUKE ENERGY 2026 PROXY STATEMENT 63 |

  130. SUMMARY COMPENSATION TABLE

    This column includes the amounts listed below. The amounts listed were earned over the 12-month period ending on December 31, 2025. Mr. Renjel was not eligible to participate in the RCBP or ECBP due to his hire date, but he was entitled under the Retirement Savings Plan and Executive Savings Plan to receive an additional annual employer retirement contribution equal to 4% of his eligible earnings.

  131. SUMMARY COMPENSATION TABLE

    | | Sideris ($) | Good ($) | Savoy ($) | Ghartey- Tagoe ($) | Gillespie ($) | Renjel ($) | Janson ($) | | Change in Actuarial Present Value of Accumulated Benefit Under: | | | | | | | | | RCBP | 71,130 | 53,233 | 77,391 | 78,396 | 87,592 | 0 | 52,332 | | ECBP | 11,421 | 300,437 | 19,919 | 26,474 | 35,673 | 0 | 116,514 | | Total | 82,551 | 353,670 | 97,310 | 104,870 | 123,265 | 0 | 168,846 |

  132. SUMMARY COMPENSATION TABLE

    (5) The All Other Compensation column includes the following for 2025:

  133. SUMMARY COMPENSATION TABLE

    | | Sideris ($) | Good ($) | Savoy ($) | Ghartey- Tagoe ($) | Gillespie ($) | Renjel ($) | Janson ($) | | Matching and Employer Retirement Contributions Under the Retirement Savings Plan | 14,500 | 21,000 | 21,000 | 21,000 | 21,000 | 35,000 | 18,775 | | Matching and Employer Retirement Contributions Under the Executive Savings Plan | 277,165 | 266,750 | 164,354 | 186,150 | 178,351 | 32,013 | 102,232 | | Personal Use of the Corporate Aircraft* | 12,470 | 77,207 | 0 | 1,734 | 6,383 | 11,264 | 11,811 | | Charitable Contributions Made in the Name of the Executive | 7,500 | 7,500 | 7,500 | 7,500 | 7,500 | 7,500 | 7,167 | | Financial Planning Program | 11,059 | 0 | 0 | 1,045 | 0 | 0 | 15,000 | | Payout of Unused Vacation | 0 | 93,751 | 0 | 0 | 0 | 0 | 65,771 | | Other** | 4,620 | 18,266 | 5,954 | 1,676 | 600 | 1,300 | 10,993 | | Total | 327,314 | 484,474 | 198,808 | 219,105 | 213,834 | 87,077 | 231,749 |

  134. SUMMARY COMPENSATION TABLE

    * Regarding use of corporate aircraft, NEOs are required to reimburse Duke Energy the direct operating costs of any personal travel, except our CEO who is not required to reimburse Duke Energy for the cost of travel to executive physicals or to meetings of the board of directors of other companies on which board they serve. With respect to flights on a leased or chartered airplane, direct operating costs equal the amount that the third-party charges Duke Energy for such trips. With respect to flights on the corporate aircraft, direct operating costs include the amounts permitted by the Federal Aviation Regulations for non-commercial carriers, including hangar fees, fuel, crew travel expenses, airplane maintenance, aircraft depreciation, catering, labor, and aircraft leases. NEOs are permitted to invite their spouse or other guests to accompany them on business trips when space is available; however, in such events, the NEO is imputed income in accordance with IRS guidelines. The table above includes the amount of the IRS-specified tax deduction disallowance, if any, with respect to the NEO’s personal travel. Duke Energy does not provide any tax gross-ups to the NEOs, including with respect to personal use of corporate aircraft. If applicable, includes the cost of benefits under the executive physical exam program, an airline club membership, reimbursement of a portion of the monthly expense for a personal mobile device, retirement gift, and occasional personal use of tickets to athletic and cultural events.

  135. SUMMARY COMPENSATION TABLE

    | 64 DUKE ENERGY 2026 PROXY STATEMENT | BUILDING A SMARTER ENERGY FUTURE® |

  136. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS

  137. GRANTS OF PLAN-BASED AWARDS

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(4) | | Name | Grant Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Harry K. Sideris | Cash STI(1) | | 322,734 | 1,721,250 | 4,034,180 | | | | | | | | LTI Perf. Shares(2) | 2/26/2025 | | | | 24,645 | 58,679 | 117,358 | | 7,143,699 | | | RSUs(3) | 2/26/2025 | | | | | | | 25,148 | 2,924,964 | | Lynn J. Good | Cash STI(1) | | 140,625 | 750,000 | 1,757,813 | | | | | | | | LTI Perf. Shares(2) | 2/26/2025 | | | | 15,166 | 36,110 | 72,220 | | 4,396,104 | | | RSUs(3) | 2/26/2025 | | | | | | | 15,476 | 1,800,013 | | Brian D. Savoy | Cash STI(1) | | 144,425 | 770,269 | 1,805,318 | | | | | | | | LTI Perf. Shares(2) | 2/26/2025 | | | | 6,945 | 16,536 | 33,072 | | 2,013,126 | | | RSUs(3) | 2/26/2025 | | | | | | | 7,087 | 824,289 | | Kodwo | Cash STI(1) | | 166,884 | 890,050 | 2,086,055 | | | | | | | Ghartey-Tagoe | LTI Perf. Shares(2) | 2/26/2025 | | | | 7,210 | 17,167 | 34,334 | | 2,089,945 | | | RSUs(3) | 2/26/2025 | | | | | | | 7,357 | 855,693 | | | LTI Perf. Shares(2) | 4/30/2025 | | | | 358 | 853 | 1,706 | | 112,746 | | | RSUs(3) | 4/30/2025 | | | | | | | 366 | 44,659 | | T. Preston Gillespie | Cash STI(1) | | 145,408 | 775,512 | 1,817,605 | | | | | | | | LTI Perf. Shares(2) | 2/26/2025 | | | | 6,256 | 14,896 | 29,792 | | 1,813,469 | | | RSUs(3) | 2/26/2025 | | | | | | | 6,384 | 742,523 | | Louis E. Renjel | Cash STI(1) | | 119,484 | 637,248 | 1,493,551 | | | | | | | | LTI Perf. Shares(2) | 2/26/2025 | | | | 5,340 | 12,714 | 25,428 | | 1,547,828 | | | RSUs(3) | 2/26/2025 | | | | | | | 5,449 | 633,773 | | | LTI Perf. Shares(2) | 4/30/2025 | | | | 255 | 606 | 1,212 | | 80,099 | | | RSUs(3) | 4/30/2025 | | | | | | | 260 | 31,725 | | Julia S. Janson | Cash STI(1) | | 100,625 | 536,667 | 1,257,813 | | | | | | | | LTI Perf. Shares(2) | 2/26/2025 | | | | 10,806 | 25,729 | 51,458 | | 3,132,300 | | | RSUs(3) | 2/26/2025 | | | | | | | 11,027 | 1,282,550 |

  138. GRANTS OF PLAN-BASED AWARDS

    (1) Reflects the STI opportunity granted to our NEOs in 2025 under the Duke Energy Corporation Executive Short-Term Incentive Plan. The information included in the “Threshold,” “Target,” and “Maximum” columns reflects the range of potential payouts under the plan established by the Compensation and People Development Committee. The actual amounts earned by each executive under the terms of such plan are disclosed in the Summary Compensation Table on page 63 of this proxy statement. (2) Reflects the performance shares granted to our NEOs on February 26, 2025, as well as additional performance shares granted to Mr. Ghartey-Tagoe and Mr. Renjel on April 30, 2025, to reflect new roles and responsibilities, under the LTI program, pursuant to the terms of the Duke Energy Corporation 2023 Long-Term Incentive Plan. The information included in the “Threshold,” “Target,” and “Maximum” columns reflects the range of potential payouts established by the Compensation and People Development Committee. Earned performance shares will be paid following the end of the 2025 – 2027 performance period, based on the extent to which the performance goals have been achieved. Any shares not earned are forfeited. In addition, following a determination that the performance goals have been achieved, participants will receive a cash payment equal to the amount of cash dividends paid on one share of Duke Energy common stock during the performance period multiplied by the number of performance shares earned. Per the terms of her equity awards, the performance shares awarded to Ms. Good continue to vest following her retirement and will be paid based on actual performance results for the 3-year performance period. (3) Reflects RSUs granted to our NEOs on February 26, 2025, as well as additional RSUs granted to Mr. Ghartey-Tagoe and Mr. Renjel on April 30, 2025 to reflect new roles and responsibilities, under our LTI program, pursuant to the terms of the Duke Energy Corporation 2023 Long-Term Incentive Plan. These RSUs generally vest in equal portions on each of the first three anniversaries of February 26, 2025, provided the recipient continues to be employed by Duke Energy on each vesting date. If dividends are paid during the vesting period, then the participants will receive a current cash payment equal to the amount of cash dividends paid on one share of Duke Energy common stock during the vesting period multiplied by the number of unvested RSUs. Per the terms of her equity awards, the RSUs awarded to Ms. Good continue to vest following her retirement on each of the first three anniversaries of the grant date. Reflects the grant date fair value of each RSU and performance share award (based on the probable outcome of the performance conditions as of the date of grant) granted to our NEOs in 2025, as computed in accordance with the accounting guidance for stock-based compensation.

  139. GRANTS OF PLAN-BASED AWARDS

    | BUILDING A SMARTER ENERGY FUTURE® | DUKE ENERGY 2026 PROXY STATEMENT 65 |

  140. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table shows the outstanding equity awards held by our NEOs as of December 31, 2025.

  141. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | | Stock Awards | | | | | Name | Grant Type | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Harry K. Sideris | RSUs | 36,555 | 4,284,612 | | | | | Performance Shares (2024 – 2026) | | | 64,962 | 7,614,196 | | | Performance Shares (2025 – 2027) | | | 58,679 | 6,877,766 | | Lynn J. Good | Performance Shares (2024 – 2026) | | | 243,134 | 28,497,736 | | | Performance Shares (2025 – 2027) | | | 36,110 | 4,232,453 | | Brian D. Savoy | RSUs | 14,551 | 1,705,523 | | | | | Performance Shares (2024 – 2026) | | | 37,050 | 4,342,631 | | | Performance Shares (2025 – 2027) | | | 16,536 | 1,938,185 | | Kodwo Ghartey-Tagoe | RSUs | 15,801 | 1,852,035 | | | | | Performance Shares (2024 – 2026) | | | 40,208 | 4,712,780 | | | Performance Shares (2025 – 2027) | | | 18,020 | 2,112,124 | | T. Preston Gillespie | RSUs | 12,699 | 1,488,450 | | | | | Performance Shares (2024 – 2026) | | | 32,302 | 3,786,117 | | | Performance Shares (2025 – 2027) | | | 14,896 | 1,745,960 | | Louis E. Renjel | RSUs | 13,138 | 1,539,905 | | | | | Performance Shares (2024 – 2026) | | | 28,630 | 3,355,722 | | | Performance Shares (2025 – 2027) | | | 13,320 | 1,561,237 | | Julia S. Janson | Performance Shares (2024 – 2026) | | | 47,868 | 5,610,608 | | | Performance Shares (2025 – 2027) | | | 4,253 | 498,494 |

  142. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1) Mr. Sideris, Ms. Good, Mr. Savoy, Mr. Ghartey-Tagoe, Mr. Gillespie, Mr. Renjel, and Ms. Janson received RSUs on February 22, 2023, and February 26, 2025, which vest, subject to certain exceptions, in equal installments on the first three anniversaries of the date of grant. Ms. Good, Mr. Savoy, Mr. Ghartey-Tagoe, and Mr. Renjel received RSUs on February 22, 2024, and Mr. Gillespie and Ms. Janson received RSUs on March 11, 2024, all of which vest, subject to certain exceptions, in equal installments on the first three anniversaries of February 22, 2024. Mr. Sideris received RSUs on March 11, 2024, which vest, subject to certain exceptions, in equal installments on the first three anniversaries of April 1, 2024. Mr. Ghartey-Tagoe and Mr. Renjel received additional RSUs on April 30, 2025, in recognition of expanded roles and responsibilities, which vest in equal installments, subject to certain exceptions, on the first three anniversaries of February 26, 2025. All RSUs held by Ms. Good and Ms. Janson immediately prior to their termination of employment have vested or been forfeited. (2) Market value is based on the closing price per share of our common stock on December 31, 2025, of $117.21. Ms. Good, Mr. Savoy, Mr. Ghartey-Tagoe, and Mr. Renjel were awarded performance shares on February 22, 2024, and on February 26, 2025, that, subject to certain exceptions are eligible for vesting on December 31, 2026, and December 31, 2027, respectively. Mr. Sideris, Mr. Gillespie, and Ms. Janson received performance shares on March 11, 2024, and on February 26, 2025, that, subject to certain exceptions, are also eligible to vest on December 31, 2026, and December 31, 2027, respectively. Mr. Ghartey-Tagoe and Mr. Renjel received additional performance share grants on April 30, 2025, in recognition of expanded roles and responsibilities, that, subject to certain exceptions, are also eligible for vesting on December 31, 2027. In accordance with SEC regulations, performance shares granted in 2024 are reported at the maximum number of shares, while those granted in 2025 are reported at target. Performance shares held by Ms. Good and Ms. Janson may vest after their termination, contingent upon actual achievement of established performance criteria and adherence to restrictive covenants.

  143. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 66 DUKE ENERGY 2026 PROXY STATEMENT | BUILDING A SMARTER ENERGY FUTURE® |

  144. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED

  145. OPTION EXERCISES AND STOCK VESTED

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Harry K. Sideris | 28,890 | 3,629,889 | | Lynn J. Good | 270,667 | 33,723,670 | | Brian D. Savoy | 27,374 | 3,434,712 | | Kodwo Ghartey-Tagoe | 29,550 | 3,706,559 | | T. Preston Gillespie | 21,660 | 2,715,452 | | Louis E. Renjel | 20,952 | 2,612,278 | | Julia S. Janson | 47,354 | 5,858,248 |

  146. OPTION EXERCISES AND STOCK VESTED

    (1) Includes vested RSUs and performance shares covering the 2023 – 2025 performance period, for all NEOs. On February 5, 2026, the Compensation and People Development Committee approved the achievement of the applicable performance measures for the performance share cycle ending in 2025. Also includes the value of RSUs held by Ms. Good and Ms. Janson that became vested upon their retirement, which shares generally are payable six months following retirement as required by applicable tax laws, except for the RSUs granted to Ms. Good in 2025, which will be paid in equal installments on the first three anniversaries of their grant date. (2) The value realized upon vesting of stock awards was calculated based on the closing price of a share of Duke Energy common stock on the respective vesting date and includes the following cash payments for dividend equivalents on earned performance shares: Mr. Sideris: $232,261; Ms. Good: $1,765,296; Mr. Savoy: $237,158; Mr. Ghartey-Tagoe: $254,977; Mr. Gillespie: $185,642; Mr. Renjel: $166,990; and Ms. Janson: $313,958.

  147. PENSION BENEFITS

    PENSION BENEFITS

  148. PENSION BENEFITS

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Harry K. Sideris | RCBP | 29.81 | 617,980 | 0 | | | ECBP | 29.56 | 169,029 | 0 | | Lynn J. Good | RCBP | 21.92 | 0 | 700,579 | | | ECBP | 21.67 | 0 | 8,101,703 | | Brian D. Savoy | RCBP | 24.48 | 619,113 | 0 | | | ECBP | 24.23 | 256,319 | 0 | | Kodwo Ghartey-Tagoe | RCBP | 23.58 | 793,450 | 0 | | | ECBP | 23.33 | 478,114 | 0 | | T. Preston Gillespie | RCBP | 41.68 | 963,916 | 0 | | | ECBP | 41.43 | 665,537 | 0 | | Julia S. Janson | RCBP | 37.50 | 0 | 1,622,025 | | | ECBP | 37.25 | 3,803,431 | 0 |

  149. PENSION BENEFITS

    Duke Energy provides pension benefits that are intended to assist our retirees with their retirement income needs. A more detailed description of the plans that comprise Duke Energy’s pension program follows. Mr. Renjel is not eligible to participate in the RCBP and ECBP because he was hired after eligibility for these plans closed on January 1, 2014.

  150. PENSION BENEFITS

    | BUILDING A SMARTER ENERGY FUTURE® | DUKE ENERGY 2026 PROXY STATEMENT 67 |

  151. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION

  152. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(3) | | Harry K. Sideris | 0 | 277,165 | 833,369 | 0 | 5,540,936 | | Executive Savings Plan | | | | | | | Lynn J. Good | 0 | 266,750 | 1,184,712 | 3,657,456 | 6,462,661 | | Executive Savings Plan | | | | | | | Brian D. Savoy | 77,245 | 164,354 | 256,753 | 0 | 1,984,911 | | Executive Savings Plan | | | | | | | Kodwo Ghartey-Tagoe | 102,830 | 186,150 | 363,598 | 0 | 2,675,661 | | Executive Savings Plan | | | | | | | T. Preston Gillespie | 373,495 | 178,350 | 292,490 | 0 | 3,887,792 | | Executive Savings Plan | | | | | | | Louis E. Renjel | 0 | 32,013 | 18,423 | 0 | 201,122 | | Executive Savings Plan | | | | | | | Julia S. Janson | 107,412 | 102,232 | 1,100,913 | 50,377 | 5,766,170 | | Executive Savings Plan | | | | | |

  153. NONQUALIFIED DEFERRED COMPENSATION

    (1) Includes $15,405; $42,383; $285,715; and $46,667 of salary deferrals credited to the plan in 2025 on behalf of Mr. Savoy, Mr. Ghartey-Tagoe, Mr. Gillespie, and Ms. Janson, respectively, which are included in the salary column of the Summary Compensation Table on page 63 of this proxy statement. Includes $61,840; $60,447; $87,780; and $60,745 of STI deferrals earned in 2025 and credited to the plan in 2026 on behalf of Mr. Savoy, Mr. Ghartey-Tagoe, Mr. Gillespie, and Ms. Janson, respectively, which are included in the Non-Equity Incentive Compensation Plan column of the Summary Compensation Table on page 63 of this proxy statement. (2) Includes $102,029; $57,491; $65,700; $62,947; and $1,750 of make-whole matching contribution credits made under the Executive Savings Plan on behalf of Mr. Sideris, Mr. Savoy, Mr. Ghartey-Tagoe, Mr. Gillespie, and Mr. Renjel, respectively, as well as $175,136; $266,750; $106,863; $120,450; $115,403; and $102,232 of make-whole cash balance contribution credits on behalf of Mr. Sideris, Ms. Good, Mr. Savoy, Mr. Ghartey-Tagoe, Mr. Gillespie, and Ms. Janson, respectively, and $30,263 of employer retirement contributions on behalf of Mr. Renjel, all of which are included in the All Other Compensation column of the Summary Compensation Table on page 63 of this proxy statement. The aggregate balance as of December 31, 2025, for each NEO except Messrs. Gillespie and Renjel includes the following aggregate amount of prior deferrals of base salary and STI, as well as employer make-whole contributions, that were previously earned and reported as compensation on the Summary Compensation Table for the years 2008 through 2024: (i) Mr. Sideris – $1,008,384; (ii) Ms. Good – $6,472,483; (ii) Mr. Savoy – $569,077; (iv) Mr. Ghartey-Tagoe – $882,773; and (v) Ms. Janson – $2,064,383. These amounts have since been adjusted, pursuant to the terms of the Executive Savings Plan for investment performance (i.e., earnings and losses), deferrals, contributions, and distributions. The aggregate balance as of December 31, 2025, also includes amounts earned in 2025 but credited to the plan in 2026, including the amounts described in footnotes 1 and 2.

  154. NONQUALIFIED DEFERRED COMPENSATION

    | 70 DUKE ENERGY 2026 PROXY STATEMENT | BUILDING A SMARTER ENERGY FUTURE® |

  155. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL – SEVERANCE PROTECTION

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL – SEVERANCE PROTECTION Under certain circumstances, each NEO would be entitled to compensation in the event his or her employment terminates or upon a change in control. The amount of the compensation is contingent upon a variety of factors, including the circumstances under which he or she terminates employment. The relevant agreements that each NEO has entered into with Duke Energy are described below, followed by a table on page 75 of this proxy statement that quantifies the amount that would become payable to each NEO as a result of his or her termination of employment. Except with respect to Ms. Good and Ms. Janson, who retired during 2025, the amounts shown assume that such termination was effective as of December 31, 2025, and are merely estimates of the amounts that would be paid to our NEOs upon their termination. The actual amounts to be paid can only be determined at the time of such NEO’s termination of employment. The table shown on page 75 does not include certain amounts that have been earned and that are payable without regard to the NEO’s termination of employment. Such amounts, however, are described immediately following the table. Under each of the compensation arrangements described below for Mr. Sideris, Mr. Savoy, Mr. Ghartey-Tagoe, Mr. Gillespie, and Mr. Renjel, “change in control” generally means the occurrence of one of the following: (i) the date any person or group becomes the beneficial owner of 30% or more of the combined voting power of Duke Energy’s then outstanding securities; (ii) during any period of two consecutive years, the directors serving at the beginning of such period or who are elected thereafter with the support of not less than two-thirds of those directors cease for any reason other than death, disability, or retirement to constitute at least a majority thereof; (iii) the consummation of a merger, consolidation, reorganization, or similar corporate transaction, which has been approved by the shareholders of Duke Energy, regardless of whether Duke Energy is the surviving company, unless Duke Energy’s outstanding voting securities immediately prior to the transaction continue to represent at least 50% of the combined voting power of the outstanding voting securities of the surviving entity immediately after the transaction; (iv) the consummation of a sale of all or substantially all of the assets of Duke Energy or a complete liquidation or dissolution, which has been approved by the shareholders of Duke Energy; or (v) under certain arrangements, the date of any other event that the Board determines should constitute a change in control.

  156. POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE IN CONTROL – SEVERANCE PROTECTION*

    POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE IN CONTROL – SEVERANCE PROTECTION*

  157. POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE IN CONTROL – SEVERANCE PROTECTION*

    | Name and Triggering Event | Cash Severance Payment ($)(1) | Incremental Retirement Plan Benefit ($)(2) | Welfare and Other Benefits ($)(3) | Stock Awards ($) | | Harry K. Sideris | | | | | | • Voluntary termination without good reason | 0 | 0 | 0 | 6,837,111 | | • Involuntary or good reason termination under Executive Severance Plan | 6,500,000 | 0 | 45,684 | 16,037,686 | | • Involuntary or good reason termination after a change in control | 9,717,500 | 1,629,235 | 78,365 | 15,649,928 | | • Death or Disability(4) | 0 | 0 | 0 | 9,640,328 | | Brian D. Savoy | | | | | | • Voluntary termination without good reason | 0 | 0 | 0 | 0 | | • Involuntary or good reason termination under Executive Severance Plan | 3,140,000 | 0 | 44,992 | 6,240,694 | | • Involuntary or good reason termination after a change in control | 3,140,000 | 518,840 | 51,726 | 6,101,432 | | • Death or Disability(4) | 0 | 0 | 0 | 4,026,591 | | Kodwo Ghartey-Tagoe | | | | | | • Voluntary termination without good reason | 0 | 0 | 0 | 6,164,220 | | • Involuntary or good reason termination under Executive Severance Plan | 3,690,000 | 0 | 41,594 | 6,783,113 | | • Involuntary or good reason termination after a change in control | 3,690,000 | 612,340 | 46,982 | 6,631,800 | | • Death or Disability(4) | 0 | 0 | 0 | 6,805,001 | | T. Preston Gillespie | | | | | | • Voluntary termination without good reason | 0 | 0 | 0 | 4,993,602 | | • Involuntary or good reason termination under Executive Severance Plan | 3,217,500 | 0 | 41,354 | 5,503,623 | | • Involuntary or good reason termination after a change in control | 3,217,500 | 532,015 | 46,742 | 5,379,876 | | • Death or Disability(4) | 0 | 0 | 0 | 5,522,013 | | Louis E. Renjel | | | | | | • Voluntary termination without good reason | 0 | 0 | 0 | 0 | | • Involuntary or good reason termination under Executive Severance Plan | 2,788,500 | 0 | 43,616 | 5,116,415 | | • Involuntary or good reason termination after a change in control | 2,788,500 | 278,850 | 56,816 | 5,006,345 | | • Death or Disability(4) | 0 | 0 | 0 | 3,356,971 |

  158. POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE IN CONTROL – SEVERANCE PROTECTION*

    (1) The amounts listed under Cash Severance Payment are payable under (i) the Change in Control Agreements or (ii) the Executive Severance Plan. (2) The amounts listed under Incremental Retirement Plan Benefit are payable under the terms of the Change in Control Agreements of each NEO. They represent the additional amount that would have been contributed to the RCBP, Retirement Savings Plan, and the Executive Savings Plan in the event the NEO had continued to be employed by Duke Energy for (i) 2.99 years for Mr. Sideris or (ii) two additional years after the actual date of termination for the other NEOs. (3) The amounts listed under Welfare and Other Benefits include the amount that would be paid to each NEO in lieu of providing continued welfare benefits and basic life coverage. This continued coverage represents two years under the Executive Severance Plan or Change in Control Agreement (except for Mr. Sideris, who receives 2.99 years under the Change in Control Agreement). In addition to the amounts shown above, access to outplacement services for a period of up to one year will be provided after termination under the Executive Severance Plan. (4) In the event of a termination of employment due to long-term disability, because the payment of RSUs would be delayed for an additional six months as required by applicable tax rules, additional dividend equivalent payments would be made in the amount of $61,728; $23,347; $25,370; $20,515; and $21,187 for Mr. Sideris, Mr. Savoy, Mr. Ghartey-Tagoe, Mr. Gillespie, and Mr. Renjel, respectively. Ms. Good retired from Duke Energy effective as of April 1, 2025, and Ms. Janson retired from Duke Energy effective as of July 1, 2025. They are not included in the table above because they retired prior to December 31, 2025, and therefore, their termination of employment triggering event is known. Neither Ms. Good nor Ms. Janson received cash severance upon their retirement. However, under the retirement provisions of the applicable equity award agreements, each of them was entitled to vesting of all or part of their equity awards. The Option Exercises and Stock Vested table set forth on page 67 of this proxy statement includes the value of the equity awards that vested on retirement, in the amount of $27,986,497 for Ms. Good and $4,832,280 for Ms. Janson. The value of the awards that vested upon retirement was calculated based on the actual stock price on the date of vesting for outstanding RSUs and outstanding performance shares (including dividend equivalents) for the 2023 – 2025 performance period. Ms. Good and Ms. Janson also are eligible to vest in performance shares for the 2024 – 2026 and 2025 – 2027 performance periods. These performance shares were not reflected in the Option Exercises and Stock Vested table because they vest based on performance throughout the entire performance period. We estimate that the value of these performance shares is $21,231,666 for Ms. Good and $3,683,339 for Ms. Janson, assuming “target” performance is achieved at the end of the applicable performance period, dividend equivalents based on actual and current dividend rates, and based on our stock price on each of their respective retirement dates. The actual amount realized under the performance shares for the 2024 – 2026 and 2025 – 2027 performance periods will depend on our performance results for each applicable performance period (depending on performance, payout could range from 0% to 200% of target) and our stock price on the date of payment. As is the case with other employees, each of them was entitled to accrued and unpaid benefits under Duke Energy’s retirement and deferred compensation plans, as well as a payout for unused vacation.

  159. POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE IN CONTROL – SEVERANCE PROTECTION*

    | BUILDING A SMARTER ENERGY FUTURE® | DUKE ENERGY 2026 PROXY STATEMENT 75 |

  160. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio As required by SEC rules, we are providing the following information about the ratio of the 2025 annual total compensation of Harry Sideris, our CEO, to the annual total compensation of our median employee. We estimated the median of the 2025 annual total compensation of our employees, using the rules applicable to the Summary Compensation Table, to be $132,604. The annual total compensation of Mr. Sideris, as calculated for the Summary Compensation Table, was $13,652,630, but with his base salary, STI and Company retirement plan contributions annualized in accordance with Item 402(u) of Regulation S-K, his 2025 total compensation would have been disclosed in the Summary Compensation Table as $14,031,983. Therefore, the ratio of our CEO’s annualized total compensation to the estimated median of the annual total compensation of our employees was approximately 106 to 1. To identify the median employee, we reviewed our employee population as of October 31, 2025. We used wages reported in Box 1 of IRS Form W-2 during the ten-month period ending on October 31, 2025, as a consistently applied compensation measure. We did not annualize the wages or make cost of living adjustments. Based on this methodology, we identified a group of employees whose compensation was at the median of the employee data. From this group, we selected an individual who we reasonably believed represented our median employee. The pay ratio rules provide companies with flexibility to select the methodology and assumptions used to identify the median employee, calculate the median employee’s compensation, and estimate the pay ratio. As a result, our methodology may differ from those used by other companies, which likely will make it very difficult to compare pay ratios with other companies, including those within our industry.

  161. Chief Executive Officer Pay Ratio

    | BUILDING A SMARTER ENERGY FUTURE® | DUKE ENERGY 2026 PROXY STATEMENT 77 |

  162. Pay Versus Performance

    Pay Versus Performance The information provided below is mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, which require that we, among other things, report the amount of “compensation actually paid” to our named executive officers. These amounts are calculated in accordance with applicable SEC rules, and do not reflect the actual amount of compensation earned by or paid to our named executive officers during each applicable year.

  163. The guiding principles of our compensation philosophy are that pay should be linked to performance and that the

    | Year | Summary Compensation Table Total for CEO (Harry K. Sideris) | Summary Compensation Table Total for CEO (Lynn J. Good) | Compensation Actually Paid to CEO (Harry K. Sideris)(1) | Compensation Actually Paid to CEO (Lynn J. Good)(1) | Average Summary Compensation Table Total for Non-CEO NEOs | Average Compensation Actually Paid to Non-CEO NEOs(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (M)(4) | Company- Selected Measure (Adjusted EPS)(5) | | | | | | | | | Total Shareholder Return(3) | Peer Group Total Shareholder Return(3) | | | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $13,652,630 | $8,269,436 | $15,135,448 | $16,994,877 | $4,865,658 | $5,252,801 | $156 | $153 | $4,912 | $6.31 | | 2024 | n/a | $21,281,982 | n/a | $31,381,907 | $4,979,583 | $6,478,948 | $138 | $131 | $4,402 | $5.90 | | 2023 | n/a | $20,559,875 | n/a | $23,286,762 | $4,139,591 | $4,014,407 | $120 | $108 | $2,735 | $5.56 | | 2022 | n/a | $21,354,759 | n/a | $24,000,880 | $4,296,518 | $4,784,037 | $122 | $119 | $2,444 | $5.41 | | 2021 | n/a | $16,451,236 | n/a | $27,285,740 | $4,347,846 | $6,327,212 | $119 | $118 | $3,802 | $5.24 |