[8-K] EDISON INTERNATIONAL Reports Material Event

Rhea-AI Filing Summary

Edison International (EIX) announced cash tender offers to purchase any and all of its outstanding 5.00% Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series B, and 5.375% Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series A. The offers give preferred holders the option to sell their shares back to the company.

The tender offers are scheduled to expire on December 19, 2025 at 5:00 p.m. New York City time, unless extended or terminated. Edison has filed a Schedule TO with the SEC, including the offer to purchase and related documents, and states that neither the company nor its directors makes any recommendation about whether holders should tender their shares.

Insights

Capital structure analyst

Edison launches cash tenders for all outstanding Series A and B preferred shares.

Edison International has begun tender offers for any and all outstanding 5.00% Series B and 5.375% Series A fixed-rate reset cumulative perpetual preferred stock. This is a capital structure move focused on these preferred securities, potentially reducing or reshaping this layer of financing depending on holder participation.

The filing emphasizes that the offers are made through materials filed on Schedule TO, including an offer to purchase and letter of transmittal. It also states that neither Edison nor its directors recommends for or against tendering, which is typical language aimed at keeping the decision entirely with investors.

The offers expire on December 19, 2025 at 5:00 p.m. New York City time unless extended or terminated, so participation will be determined over that period. Actual impact on Edison’s cost of capital and preferred base will depend on how many shares are tendered under the disclosed terms in the Schedule TO and related documents.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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

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Date of Report (Date of earliest event reported): November 20, 2025

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EDISON INTERNATIONAL

(Exact name of registrant as specified in its charter)

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California	001-9936	95-4137452
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

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2244 Walnut Grove Avenue

(P.O. Box 976)

Rosemead, California 91770

(Address of principal executive offices, including zip code)

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(626) 302-2222

(Registrant's telephone number, including area code)

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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:

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

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

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

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

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

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	EIX	NYSE	LLC

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

​ Emerging growth company                              ☐

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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.           ☐

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Item  8.01Other Events

On November 20, 2025, Edison International issued a press release announcing the commencement of tender offers (the “Offers”) to purchase for cash any and all of its outstanding 5.00% Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series B (the “Series B Preferred Stock”) and 5.375% Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock” and, together with the Series B Preferred Stock, the “Securities”). The Offers will expire on December 19, 2025 at 5:00 p.m., New York City time, unless Edison International earlier extends or terminates it.

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Attached as Exhibit 99.1, and incorporated by reference herein, is a copy of Edison International’s press release dated November 20, 2025 related to the Offers.

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Tender Offer Statement

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This communication is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of the Securities. A tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related materials, has been filed with the Securities and Exchange Commission by Edison International. The solicitation and offer to buy shares of the Securities has been made pursuant to the offer to purchase, the letter of transmittal and the related materials that Edison International has filed as part of the Schedule TO. Holders of the Securities should carefully read those materials when they are available because they contain important information, including the various terms and conditions of the Offers. Neither Edison International nor its directors make any recommendation as to whether to tender shares. Shareholders may obtain free copies of the tender offer statement on Schedule TO, the offer to purchase, the letter of transmittal and the related materials that have been filed by Edison International with the Securities and Exchange Commission at the commission’s website at www.sec.gov. Holders of the Securities also may obtain a copy of these documents, without charge, from the information agent for the Offers.

Item  9.01Financial Statements and Exhibits

(d) Exhibits

See the Exhibit Index below.

EXHIBIT INDEX

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Exhibit No.		Description
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99.1	​	Edison International Press Release dated November 20, 2025
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104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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​	EDISON INTERNATIONAL
​	(Registrant)
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​	/s/ Brendan Bond
​	Brendan Bond
​	Vice President and Treasurer

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Date: November 20, 2025

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FAQ

What did Edison International (EIX) announce in this 8-K?

Edison International announced the commencement of cash tender offers to purchase any and all outstanding shares of its 5.00% Series B and 5.375% Series A fixed-rate reset cumulative perpetual preferred stock.

Which Edison International preferred stocks are subject to the tender offers?

The tender offers cover 5.00% Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series B and 5.375% Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series A.

When do Edison International's preferred stock tender offers expire?

The offers are scheduled to expire on December 19, 2025 at 5:00 p.m., New York City time, unless Edison International extends or terminates them earlier.

Where can holders of EIX preferred stock find the full tender offer terms?

Holders can review the offer to purchase, letter of transmittal and related materials filed by Edison International on Schedule TO, available for free at www.sec.gov and from the information agent for the offers.

Is Edison International recommending that investors tender their preferred shares?

No. The company states that neither Edison International nor its directors makes any recommendation as to whether holders should tender shares in the offers.

Does this 8-K itself constitute an offer to buy Edison International preferred stock?

No. The communication states it is for informational purposes only and that the actual offer to buy shares is made solely through the offer to purchase, letter of transmittal and related Schedule TO materials.