Entergy Corporation announces pricing of common stock offering with a forward component

Entergy (NYSE: ETR) priced a registered underwritten offering of 19,247,788 common shares at $113.00 per share, implying gross proceeds of about $2.175 billion.

Rhea-AI Summary

Entergy (NYSE: ETR) priced a registered underwritten offering of 19,247,788 common shares at $113.00 per share, implying gross proceeds of about $2.175 billion. The underwriters have a 30‑day option to buy an additional 2,887,168 shares.

Closing is expected on or about May 7, 2026. Entergy entered into forward sale agreements with four banks; settlement of those forwards is expected on or prior to April 30, 2028. Entergy may elect cash or net‑share settlement; physical settlement proceeds are planned for general corporate purposes, including possible debt repayment.

Positive

• Gross proceeds of approximately $2.175 billion from the initial 19,247,788 shares
• Use of proceeds includes potential repayment of commercial paper, revolving loans or other debt

Negative

• Share dilution risk from 19,247,788 offered shares and a 30‑day option for 2,887,168 additional shares
• Settlement uncertainty through April 30, 2028 with potential cash or net‑share settlement affecting timing and size of proceeds

Argus May 6 session

-3.75% close to close Open Argus

Details

News Market Reaction – ETR

On May 6, the first trading day after this news, ETR closed 3.75% below the previous close.

Data tracked by StockTitan Argus for the May 6 session.

Market Context

This announcement details a sizable common stock offering with a forward component, covering 19,247,...

Analysis

This announcement details a sizable common stock offering with a forward component, covering 19,247,788 base shares at $113.00 plus an underwriters’ option for 2,887,168 additional shares. A related prospectus shows potential pro forma shares up to 479,375,250 after full settlement. Historically, the only similar deal led to a -2.31% move, underscoring investor focus on dilution, settlement structure through April 30, 2028, and how proceeds support debt reduction and general corporate needs.

Key Figures

Shares in base deal: 19,247,788 shares Offer price: $113.00 per share Underwriters’ option shares: 2,887,168 shares +5 more

Shares in base deal

19,247,788 shares

Registered underwritten common stock offering with forward component

Offer price

$113.00 per share

Public price for common stock offering

Underwriters’ option shares

2,887,168 shares

30-day option for additional common stock

Forward settlement deadline

April 30, 2028

Latest expected settlement date for forward sale agreements

Offering size (forward)

$2,175,000,000

Common stock via forward sale arrangements in 424B3

Shares outstanding

457,886,847 shares

Common stock outstanding as of May 1, 2026 (424B3)

Pro forma shares (full physical)

476,572,415 shares

Pro forma after full physical settlement of forward sales

Pro forma shares incl. option

479,375,250 shares

Pro forma if underwriters’ option fully exercised

Previous Offering Reports

1 past event · Latest: Mar 17

Same Type 1 event

1. Mar 17

   Equity offering

   24h Move

   -2.3%

   Forward sale common stock offering sized at $1.3B plus over‑allotment option.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

underwritten offering, forward sale agreements, forward counterparties, prospectus supplement, +3 more

7 terms

underwritten offering financial

"announced today the pricing of a registered underwritten offering of 19,247,788 shares"

An underwritten offering is when a bank or group of banks agrees to buy all of a company's new shares or bonds and then resell them to outside investors, guaranteeing the company will raise a specific amount of money. It matters to investors because it adds certainty that the funding will close while increasing the number of shares or debt in the market, which can lower the price per share and change each existing owner's ownership percentage—think of a wholesaler buying an entire shipment from a maker before it reaches stores.

forward sale agreements financial

"offered in connection with the forward sale agreements described below"

A forward sale agreement is a deal where two parties agree today to sell and buy an asset at a set price on a future date. It’s like promising to sell your car to a friend next month at today's price, regardless of how the car's value changes. These agreements help businesses lock in prices and reduce uncertainty about future costs or income.

forward counterparties financial

"forward sale agreements with each of ... (the "forward counterparties")"

Forward counterparties are the other parties that enter into a forward contract—an agreement to buy or sell an asset at a set price on a future date. They matter to investors because the value of a forward depends not only on market prices but also on the willingness and ability of the counterparty to honor the deal; if the counterparty fails, the investor faces replacement cost or loss, similar to counting on someone to buy your car later and worrying they might back out.

prospectus supplement regulatory

"The prospectus supplement and the accompanying base prospectus related to the offering"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

base prospectus regulatory

"The prospectus supplement and the accompanying base prospectus related to the offering"

A base prospectus is a detailed document that provides essential information about a financial offering, such as a bond or share issue. It acts like a comprehensive guide for investors, explaining what the investment involves, the risks involved, and how the process works. This helps investors make informed decisions before committing their money.

registered statement regulatory

"The offering is being made pursuant to Entergy's effective shelf registration statement"

A registered statement is the formal filing a company submits to a securities regulator to disclose detailed information about a proposed stock or bond offering, including the business, finances and risks. Think of it like a product label or recipe that must be shown before a sale: it gives investors the facts they need to judge value and risk and creates legal protections and accountability if the disclosures are incomplete or misleading.

Rule 424(b)(3) regulatory

"Prospectus Filed Pursuant to Rule 424(b)(3)"

Rule 424(b)(3) is a U.S. Securities and Exchange Commission filing rule that governs how updated prospectus information about a securities offering is formally added to an existing registration statement. For investors, seeing a 424(b)(3) filing means the company has officially recorded new offering details – like the number of shares, pricing range or other terms – so it’s a reliable place to check the latest, legally required disclosures; think of it as the official addendum to a product manual that must be filed before the product is sold.

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NEW ORLEANS, May 5, 2026 /PRNewswire/ -- Entergy Corporation (NYSE: ETR) announced today the pricing of a registered underwritten offering of 19,247,788 shares of its common stock at a price to the public of $113.00 per share. Subject to certain conditions, all shares are expected to be borrowed by the forward counterparties (as defined below) (or their respective affiliates) from third parties and sold to the underwriters and offered in connection with the forward sale agreements described below. Wells Fargo Securities, Citigroup, Barclays and Scotiabank are acting as joint book-running managers and representatives for this offering. BNP Paribas, BofA Securities, J.P. Morgan, Mizuho, Morgan Stanley  and MUFG are also acting as joint book-running managers for this offering. Closing of this offering is expected to occur on or about May 7, 2026.

In connection with the offering, Entergy entered into forward sale agreements with each of Wells Fargo Bank, National Association, Citibank, N.A., Barclays Bank PLC and The Bank of Nova Scotia (the "forward counterparties") under which Entergy agreed to issue and sell to the forward counterparties an aggregate of 19,247,788 shares of its common stock. In addition, the underwriters of the offering have been granted a 30-day option to purchase up to an additional 2,887,168 shares of Entergy's common stock upon the same terms. If the underwriters exercise their option to purchase additional shares of Common Stock, Entergy expects to enter into additional forward sale agreements with the forward counterparties with respect to the additional shares.

Settlement of the forward sale agreements is expected to occur on or prior to April 30, 2028. Entergy may, subject to certain conditions, elect cash settlement or net share settlement for all or a portion of its rights or obligations under the forward sale agreements.

If Entergy elects physical settlement of the forward sale agreements, it expects to use the net proceeds for general corporate purposes, which may include repayment of commercial paper, outstanding loans under Entergy's revolving credit facility or other debt.

The offering is being made pursuant to Entergy's effective shelf registration statement filed with the U.S. Securities and Exchange Commission (the "SEC"). The prospectus supplement and the accompanying base prospectus related to the offering will be available on the SEC's website at www.sec.gov. Copies of the prospectus supplement and the accompanying base prospectus relating to the offering may be obtained from the joint-book running managers for the offering as follows:

Wells Fargo Securities, LLC
90 South 7th Street, 5th Floor
Minneapolis, Minnesota 55402
Email: WFScustomerservice@wellsfargo.com
Tel: 800-645-3751 (option #5)

Citigroup
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, New York 11717
Tel: 800-831-9146

Barclays Capital Inc.
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, New York 11717
Email: barclaysprospectus@broadridge.com
Tel: 888-603-5847

Scotia Capital (USA) Inc.
250 Vesey Street, 24th Floor
New York, New York 10281
Attention: US ECM
Email: US.ECM@scotiabank.com

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which the offer, solicitation or sale of these securities would be unlawful prior to registration or qualification under the securities laws of any jurisdiction. The offering of these securities will be made only by means of a prospectus and a related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

About Entergy

Entergy Corporation is an integrated energy company engaged in electric power production, transmission and energy delivery to retail customers. Entergy owns and operates power plants with approximately 25,000 megawatts of electric generating capacity. Entergy delivers electricity to approximately 3.1 million utility customers through its operating companies in Arkansas, Louisiana, Mississippi and Texas.

Entergy is traded on the New York Stock Exchange under the symbol ETR.

Forward-looking statements

This press release contains forward-looking statements regarding our planned offer and sale of common stock and the use of the net proceeds from any such sale. We cannot be sure that we will complete the offering or, if we do, on what terms we will complete it. Forward-looking statements are based on current beliefs and expectations and are subject to inherent risks and uncertainties. In addition, Entergy management retains broad discretion with respect to the allocation of net proceeds of the offering. The forward-looking statements speak only as of the date of release, and Entergy is under no obligation to, and expressly disclaims any such obligation to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

-30-

Investor inquiries:
Liz Hunter
504-576-3294
ehunte1@entergy.com

Media inquiries:
Neal Kirby
504-576-4238
nkirby@entergy.com

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SOURCE Entergy Corporation

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Entergy (ETR) announce on May 6, 2026 about a stock offering?

Entergy priced an offering of 19,247,788 common shares at $113.00 per share. According to the company, the underwriters also have a 30‑day option for 2,887,168 additional shares and closing is expected on or about May 7, 2026.

How much gross capital will Entergy (ETR) raise from the May 2026 offering?

The initial offering implies gross proceeds of about $2.175 billion before expenses. According to the company, this figure is based on 19,247,788 shares priced at $113.00 per share, excluding any exercise of the underwriters' option.

Who are the forward counterparties in Entergy's (ETR) forward sale agreements?

Entergy entered forward sale agreements with four banks acting as forward counterparties. According to the company, those counterparties include Wells Fargo Bank, Citibank, Barclays Bank and Bank of Nova Scotia.

When will settlement of Entergy's (ETR) forward sale agreements occur?

Settlement is expected on or prior to April 30, 2028. According to the company, Entergy may elect cash settlement or net‑share settlement for all or part of its forward sale obligations by that date.

How will Entergy (ETR) use proceeds if it elects physical settlement?

If Entergy elects physical settlement, it expects to use net proceeds for general corporate purposes. According to the company, that may include repayment of commercial paper, revolving credit loans or other debt.

What is the dilution impact for Entergy (ETR) shareholders from this offering?

The offering creates dilution from issued shares and any option exercise by underwriters. According to the company, 19,247,788 shares are being sold with a possible additional 2,887,168‑share option exercisable within 30 days.