On December 19, 2025, DTE Energy Company (the "Company") entered into an equity distribution agreement (the "Equity Distribution Agreement") with each of the Managers, Forward Purchasers and Forward Sellers listed below with respect to the offering and sale from time to time through the Managers or the Forward Sellers of shares of the Company's common stock, without par value ("common stock"), having an aggregate offering price of up to $1,500,000,000 (including shares of common stock that may be sold pursuant to the forward sale agreements described below, the "Shares").
| Managers | Forward Sellers | Forward Purchasers | ||
| Barclays Capital Inc. | Barclays Capital Inc. | Barclays Bank PLC | ||
| BMO Capital Markets Corp. | BMO Capital Markets Corp. | Bank of Montreal | ||
| BofA Securities, Inc. | BofA Securities, Inc. | Bank of America, N.A. | ||
| BNP Paribas Securities Corp. | BNP Paribas Securities Corp. | BNP Paribas | ||
| BNY Mellon Capital Markets, LLC | BNY Mellon Capital Markets, LLC | The Bank of New York Mellon | ||
| Citigroup Global Markets Inc. | Citigroup Global Markets Inc. | Citibank, N.A. | ||
| Fifth Third Securities, Inc. | ||||
| J.P. Morgan Securities LLC | J.P. Morgan Securities LLC | JPMorgan Chase Bank, National Association | ||
| KeyBanc Capital Markets Inc. | KeyBanc Capital Markets Inc. | KeyBanc Capital Markets Inc. | ||
| Mizuho Securities USA LLC | Mizuho Securities USA LLC | Mizuho Markets Americas LLC | ||
| Morgan Stanley & Co. LLC | Morgan Stanley & Co. LLC | Morgan Stanley & Co. LLC | ||
| MUFG Securities Americas Inc. | MUFG Securities Americas Inc. | MUFG Securities EMEA plc | ||
| Scotia Capital (USA) Inc. | Scotia Capital (USA) Inc. | The Bank of Nova Scotia | ||
| TD Securities (USA) LLC | TD Securities (USA) LLC | The Toronto-Dominion Bank | ||
| Truist Securities, Inc. | Truist Securities, Inc. | Truist Bank | ||
| Wells Fargo Securities, LLC | Wells Fargo Securities, LLC | Wells Fargo Bank, National Association |
Sales of the Shares, if any, will be made by means of ordinary brokers' transactions through the facilities of the New York Stock Exchange at market prices, in block transactions or as otherwise agreed between the Company and the Managers or the Forward Sellers. Under the terms of the Equity Distribution Agreement, the Company may also sell Shares from time to time to a Manager as principal for its own account at a price to be agreed upon at the time of sale. The Equity Distribution Agreement provides that each Manager, when it is acting as the Company's sales agent, will be entitled to a commission of up to 2% of the gross offering proceeds of the Shares sold through such Manager. The Company has no obligation to offer or sell any Shares under the Equity Distribution Agreement and may at any time suspend offers and sales under the Equity Distribution Agreement.
The Equity Distribution Agreement provides that, in addition to the issuance and sale of Shares by the Company to or through the Managers, the Company may enter into forward sale agreements under the separate master forward sale confirmations (collectively, the "Master Forward Confirmations") each dated December 19, 2025 between the Company and each Forward Purchaser and the related supplemental confirmations to be entered into between the Company and the relevant Forward Purchaser (each supplemental confirmation, together with the related Master Forward Confirmation, a "Forward Agreement"). In connection with any Forward Agreement, the relevant Forward Purchaser or its affiliate will borrow from third parties and, through its affiliated Forward Seller, sell a number of Shares equal to the number of Shares underlying the particular Forward Agreement. In no event will the aggregate number of Shares sold through the Managers or the Forward Sellers under the Equity Distribution Agreement and under any Forward Agreement have an aggregate sales price in excess of $1,500,000,000.