Item 1.01. Entry into a Material Definitive Agreement.
On
November 10, 2022, Duke Energy Corporation (the “Company”) entered into an Equity Distribution Agreement dated November 10,
2022 (the “Equity Distribution Agreement”) with Barclays Capital Inc. (“Barclays”), BofA Securities, Inc.
(“BofA Securities”), Credit Suisse Securities (USA) LLC (“Credit Suisse”), Mizuho Securities USA LLC (“Mizuho”),
Scotia Capital (USA) Inc. (“Scotia”) and SMBC Nikko Securities America, Inc., each acting as agent for the Company (each,
a “Sales Agent” and collectively, the “Sales Agents”) and Barclays, BofA Securities, Credit Suisse, Mizuho Markets Americas LLC and
Scotia or their respective affiliates, each acting as forward purchaser (each, a “Forward Purchaser” and collectively, the
“Forward Purchasers”), establishing an at-the-market equity distribution program pursuant to which the Company, through the
Sales Agents, may offer and sell up to an aggregate sales price of $1,500,000,000 of shares of the Company’s common stock, par value
$0.001 per share (“Common Stock”) over a period of time and from time to time.
In addition to the offering
and sale of shares of Common Stock through the Sales Agents, the Company may enter into one or more separate forward sale agreements (each,
a “Forward Sale Agreement” and collectively, the “Forward Sale Agreements”) with the Forward Purchasers. In connection
with each Forward Sale Agreement, the relevant Forward Purchaser will, at the Company’s request, borrow from third parties and,
through its relevant agent, sell a number of shares of Common Stock equal to the number of shares of Common Stock that underlie the related
Forward Sale Agreement (each of Barclays, BofA Securities, Credit Suisse, Mizuho and Scotia, in its capacity as agent for the related
Forward Purchaser, a “Forward Seller” and collectively, the “Forward Sellers”).
The Company will not receive
any proceeds from the sale of borrowed shares of Common Stock by a Forward Seller, as agent for its affiliated Forward Purchaser. The
Company expects to receive proceeds from the sale of shares of Common Stock upon future physical settlement of any Forward Sale Agreement
with the relevant Forward Purchaser on dates specified by the Company on or prior to the maturity date of such Forward Sale Agreement.
If the Company elects to cash settle or net share settle any Forward Sale Agreement, the Company may not (in the case of any cash settlement)
or will not (in the case of any net share settlement) receive any proceeds, and the Company may owe cash (in the case of any cash settlement)
or shares of Common Stock (in the case of any net share settlement) to the relevant Forward Purchaser.
Sales of the shares of Common
Stock, if any, under the Equity Distribution Agreement will be made in negotiated transactions, including block trades, transactions that
are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended, by means of
ordinary brokers’ transactions at market prices prevailing at the time of sale, including sales made directly on the New York Stock
Exchange LLC or sales made to or through a market maker and sales made through other securities exchanges or electronic communications
networks or through any other method permitted by applicable law. The Company may also sell some or all of the shares of Common Stock
under the Equity Distribution Agreement to a Sales Agent as principal for its own account at prices agreed upon at the time of sale.
The sales proceeds from any
shares of Common Stock sold through each Sales Agent under the Equity Distribution Agreement, after deducting such Sales Agent’s
commission and any expenses payable by the Company and any transaction fees imposed by any governmental, regulatory or self-regulatory
organization in connection with the sales, will be the Company’s net proceeds for the sale of the shares. In connection with each
Forward Sale Agreement, the Company will pay the relevant Forward Seller, in the form of a reduced initial forward sale price payable
by the relevant Forward Purchaser under the related Forward Sale Agreement, a specified commission relating to all borrowed shares of
Common Stock sold during the applicable forward hedge selling period by it as a Forward Seller.
The shares will be offered
pursuant to the Company’s prospectus supplement, dated November 10, 2022, and the Company’s automatic shelf registration statement
on Form S-3 (File No. 333-267583) filed with the Securities and Exchange Commission (the “SEC”) on September 23, 2022.
The foregoing description
of the Equity Distribution Agreement and the Forward Sale Agreement does not purport to be complete and is qualified in its entirety by
reference to the terms and conditions of the Equity Distribution Agreement and the Form of Forward Sale Agreement, which are filed as
Exhibits 99.1 and 10.1, respectively, and are incorporated herein by reference.