dte-20260204

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM 8-K

_____________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 04, 2026

Commission File Number: 1-11607

DTE Energy Company


Michigan						38-3217752
(State or other jurisdiction of incorporation or organization)						(I.R.S Employer Identification No.)

Registrants address of principal executive offices: One Energy Plaza, Detroit, Michigan 48226-1221

Registrants telephone number, including area code: (313) 235-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Exchange on which Registered

Common stock, without par value

DTE

New York Stock Exchange

2017 Series E 5.25% Junior Subordinated Debentures due 2077

DTW

New York Stock Exchange

2020 Series G 4.375% Junior Subordinated Debentures due 2080

DTB

New York Stock Exchange

2021 Series E 4.375% Junior Subordinated Debentures due 2081

DTG

New York Stock Exchange

2025 Series H 6.25% Junior Subordinated Debentures due 2085

DTK

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under Exchange Act (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Annual Incentive Plan

On February 4, 2026, the Organization and Compensation Committee (the O&C Committee) of the Board of Directors of the Company approved 2026 performance measures, weightings and metrics under the Company's Annual Incentive Plan (AIP).

The following table summarizes the annual measures for 2026 under the AIP for executive officers of the Company in determining their total annual incentive award:


Measures			Weight
DTE Energy Operating Earnings Per Share			20%
DTE Energy Cash From Operations			20%
Customer Satisfaction Score			15%
DTE Energy Employee Engagement-Gallup			5%
DTE Energy Safety Performance			10%
Utility Operating Excellence Index			30%

The following table summarizes the annual measures for 2026 under the AIP for executive officers of DTE Electric in determining their total annual incentive award:


Measures			Weight
DTE Energy Operating Earnings Per Share			10%
DTE Electric Operating Earnings			15%
DTE Electric Cash From Operations			15%
Customer Satisfaction Score			15%
DTE Electric Employee Engagement-Gallup			5%
DTE Electric/Energy Safety Performance			10%
Utility Operating Excellence Index			30%

The following table summarizes the annual measures for 2026 under the AIP for executive officers of DTE Vantage in determining their total annual incentive award:


Measures			Weight
DTE Energy Operating Earnings Per Share			10%
DTE Vantage Operating Earnings			30%
DTE Vantage Cash From Operations			5%
DTE Vantage Employee Engagement-Gallup			5%
DTE Vantage/Energy Safety Performance			10%
DTE Vantage Business Optimization & Development Index			40%

Based on market comparisons, each officer position is assigned a target award expressed as a percentage of base salary. For 2026, target awards for DTE Energy, DTE Electric and DTE Vantage’s named executive officers (executive officers who will appear in the summary compensation table of DTE Energy’s 2026 Proxy Statement) range from 75% to 125%, including Ms. Harris, the Company's President and Chief Executive Officer. Award amounts paid to each AIP participant are determined as follows: (1) the executive's most recent year-end base salary is multiplied by an AIP target award percentage to arrive at the target award; (2) the overall performance payout percentage, which can range from 0% to 200%, is determined based on final results compared to threshold, target and maximum levels for each measure; and (3) the target award is then multiplied by the performance payout percentage to arrive at the final award amount.

Long-Term Incentive Plan

On February 4, 2026, the O&C Committee approved 2028 performance measures, weightings and metrics for executive officers, including the named executive officers, under the DTE Energy Company 2025 Long Term Incentive Plan (LTIP). The LTIP, which was approved by our shareholders, rewards long-term growth and profitability by providing a vehicle through which officers, other key employees and outside directors may receive stock-based compensation. Stock-based compensation directly links individual performance with shareholder interests. Based on market comparisons, each officer position is assigned a target award expressed as a percentage of base salary. The target award may be modified by the O&C Committee and is then delivered in the form of restricted stock and performance stock units. For long term incentive awards granted in 2026, which pay out in 2029, targets for these officers range from 190% to 525%, including the President and Chief Executive Officer.

Performance stock units: Performance stock units entitle the executive to receive a specified number of shares, or a cash payment equal to the fair market value of the shares, or a combination thereof, depending on the level of achievement of performance measures. The performance measurement period for the 2028 award is January 1, 2026 through December 31, 2028. Payments earned under the 2028 award can range from 0% to 200% of target, based upon achievement of performance measures. The two measures and weightings for executive officers of DTE Energy and DTE Electric are: (1) total shareholder return vs. total shareholder return of peer group companies (80%) and (2) DTE Energy 3-year cumulative operating EPS (20%). The four measures and weightings for executive officers of DTE Vantage are: (1) total shareholder return vs. total shareholder return of peer group companies (40%); (2) DTE Energy 3-year cumulative operating EPS (10%); (3) DTE Vantage long-range earnings growth (35%); and (4) DTE Vantage long-term business optimization (15%).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

February 9, 2026


			DTE Energy Company
			(Registrant)

			/s/Diane M. Antishin
			Diane M. Antishin
			Senior Vice President - Human Resources and Chief Diversity and Inclusion Officer

DTE Energy Company filed SEC Form 8-K: Leadership Update