DTE DTE Energy Company

As filed with the Securities and Exchange Commission on December 22, 2023

Registration No. 333-_______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

DTE ENERGY COMPANY

(Exact name of registrant as specified in its charter)

DTE Energy Company Savings and Stock Ownership Plan

DTE Gas Company Investment and Stock Ownership Plan

DTE Electric Company Savings & Stock Ownership Plan

for Employees Represented by Local 17

of the International Brotherhood of Electrical Workers

DTE Electric Company Savings & Stock Ownership Plan

for Employees Represented by Local 223

of the Utility Workers Union of America

(Full title of the plan)

Lisa A. Muschong

DTE Energy Company

One Energy Plaza

Detroit, Michigan 48226-1279

(313) 235-4000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Kathrine M. Lorenz

DTE Energy Company

One Energy Plaza

Detroit, Michigan 48226-1279

(313) 235-4000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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 7(a)(2)(B) of the Securities Act.  ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) is filed by DTE Energy Company, a Michigan corporation (the “Registrant”), for the purpose of registering (1) an additional 5,570,000 shares of common stock, without par value (the “Common Stock”), of the Registrant that may be issued under (i) the DTE Energy Company Savings and Stock Ownership Plan; (ii) an additional 350,000 shares of Common Stock that may be issued under the DTE Gas Company Investment and Stock Ownership Plan; (iii) an additional 530,000 shares of Common Stock that may be issued under the DTE Electric Company Savings & Stock Ownership Plan for Employees Represented by Local 17 of the International Brotherhood of Electrical Workers; and (iv) an additional 3,550,000 shares of Common Stock that may be issued under the DTE Electric Company Savings & Stock Ownership Plan for Employees Represented by Local 223 of the Utility Workers Union of America (collectively, the “Plans”).

The additional shares are securities of the same class and relate to the same Plans as those registered pursuant to the Registrant’s registration statement on Form S-8 (File No. 333-202343) filed with the Securities and Exchange Commission on February 27, 2015 (the “Prior Registration Statement”). In accordance with General Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated by reference and the information required by Part II is omitted, except as supplemented by the information set forth below.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

As permitted by Rule 428 under the Securities Act of 1933, this Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the plan covered by this Registration Statement, as required by Rule 428(b). Such documents are not being filed with the Securities and Exchange Commission as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act of 1933, as amended.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents, as filed with the Securities and Exchange Commission, are incorporated herein by reference:

All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all such securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 5. Interests of Named Experts and Counsel

Legal matters in connection with the validity of the common stock offered under the Plans have been passed upon for DTE Energy Company (“DTE Energy”) by Kathrine M. Lorenz, Vice President and Deputy General Counsel of DTE Energy. Ms. Lorenz beneficially owns DTE Energy common stock and is eligible to participate in one or more of the Plans.

Item 8. Exhibits.

The Registrant undertakes that it will submit or has submitted the Plans and any amendment thereto to the Internal Revenue Service (“IRS”) in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plans.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on this 22nd day of December, 2023.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Exhibit 5.1

		December 22, 2023

DTE Energy Company

One Energy Plaza

Detroit, Michigan 48226

Ladies and Gentlemen:

Reference is made to the registration statement on Form S-8 (the “Registration Statement”) filed by DTE Energy Company, a Michigan corporation (the “Company) with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), 10,000,000 shares of common stock, without par value and related rights (the “Common Stock”), of the Company for the following Company plans (the “Plans”):

I, as Vice President and Deputy General Counsel of the Company, in conjunction with an attorney or attorneys under my general supervision, have examined such certificates, instruments and documents (collectively, “Documents”) and reviewed such questions of law as I have considered necessary or appropriate for the purposes of this opinion. In rendering this opinion, I have assumed, without independent verification, that: (i) all signatures are genuine; (ii) all Documents submitted to me as originals are authentic; and (iii) all Documents submitted to me as copies conform to the originals of such Documents. My review has been limited to examining the Documents and applicable law.

Based upon the foregoing examination and review, it is my opinion that:

I am qualified to practice law in the State of Michigan, and in rendering this opinion, my examination of matters of law has been limited to, and I express no opinion as to the laws of any jurisdictions other than, the laws of the State of Michigan and the Federal laws of the United States.

I consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me in the materials constituting any Plan prospectus. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act.

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of DTE Energy Company of our report dated February 23, 2023 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in DTE Energy Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

/s/ PricewaterhouseCoopers LLP

Detroit, Michigan

December 22, 2023

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

December 21, 2023

To the Participants, Benefit Plan Administration Committee, and Investment Committee

DTE Energy Company Savings and Stock Ownership Plan

DTE Gas Company Investment and Stock Ownership Plan

DTE Electric Company Savings & Stock Ownership Plan for Employees Represented by Local 17 of the International Brotherhood of Electrical Workers and DTE Electric Company Savings & Stock Ownership Plan for Employees Represented by Local 223 of the Utility Workers Union of America

We consent to the incorporation, by reference in this Registration Statement of DTE Energy Company on Form S-8, of our report dated June 20, 2023, with respect to the statements of net assets available for benefits of the plans listed below as of December 31, 2022 and 2021, and the related statements of changes in net assets available for benefits for the year ended December 31, 2022, which appears in the December 31, 2022 Annual Report on Form 11-K of the following plans:

/s/ GJC CPA’S & ADVISORS

Detroit, Michigan

EXHIBIT 24.1

DTE ENERGY COMPANY

DIRECTORS’ POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS:

That each of the undersigned does hereby severally make, constitute and appoint David Ruud, JoAnn Chavez, Lisa A. Muschong, Sarah M. Bello, and Kathrine M. Lorenz, and each of them, his or her true and lawful attorneys-in-fact to sign and execute for him or her and on his or her behalf, as a director of DTE Energy Company (the “Company”), the Company’s Registration Statement to be filed on Form S-8 and any amendments or supplements thereto (including any post-effective amendments) with all exhibits and any and all documents required to be filed with respect thereto with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, in such form(s) as they, or any of them, may approve, with respect to issues of the Company’s securities.

This Power of Attorney may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which constitute but one and the same instrument.

IN WITNESS WHEREOF, this Power of Attorney has been signed by the undersigned as of this 6th day of December, 2023.

Exhibit 107

Calculation of Filing Fee Table

S-8

(Form Type)

DTE Energy Company

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

1