Edison International (EIX) posts final results of Series A and B preferred tender offers

Rhea-AI Filing Summary

Edison International reports final results of its cash tender offers for two series of preferred stock. As of the December 19, 2025 expiration, holders had validly tendered and not withdrawn $415,517,000 aggregate liquidation preference of 5.00% Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series B, and $744,975,000 aggregate liquidation preference of 5.375% Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series A. The company has accepted for purchase all of these tendered securities after determining that all offer conditions were satisfied or waived.

Series B shares will be purchased at $995 per $1,000 liquidation preference plus accrued dividends, while Series A shares will be purchased at $1,000 per $1,000 liquidation preference plus accrued dividends. Settlement is expected on December 23, 2025, when cash consideration and accrued dividends will be paid to tendering holders.

Insights

Capital structure and preferred securities analyst

Edison International completes cash tender for Series A and B preferreds.

Edison International has completed cash tender offers for its 5.00% Series B and 5.375% Series A fixed-rate reset preferred stock. Holders tendered $415,517,000 aggregate liquidation preference of Series B and $744,975,000 aggregate liquidation preference of Series A by the December 19, 2025 expiration, and the company accepted all valid tenders.

The consideration structure differentiates the two series: Series B pays $995 per $1,000 liquidation preference plus accrued dividends, while Series A is purchased at par of $1,000 per $1,000 liquidation preference plus accrued dividends. All offer conditions were satisfied or waived, and settlement is expected on December 23, 2025, when cash will be delivered to participating holders.

This transaction focuses on the company’s preferred capital layer rather than common equity. The filing does not quantify remaining preferred balances or describe follow-on actions, so the broader impact on the capital structure will depend on amounts outstanding after settlement and any future capital management steps that may be detailed in subsequent disclosures.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

EDISON INTERNATIONAL

(Name of Subject Company (Issuer))

EDISON INTERNATIONAL, AS ISSUER

(Name of Filing Persons (Identifying status as offeror, issuer, or other person))

5.00% Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series B

5.375% Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series A

(Title of Class of Securities)

281020AT4

281020AS6

(CUSIP Number of Class of Securities)

Kathleen Brennan de Jesus

Senior Attorney

2244 Walnut Grove Avenue (P.O. Box 800)

Rosemead, California 91770

626-302-3476

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

Copies to:

David Lopez

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

212-225-2000

☐  Check the box if filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐  third-party tender offer subject to Rule 14d-1.

☒  issuer tender offer subject to Rule 13e-4.

☐  going-private transaction subject to Rule 13e-3.

☐  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐  Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐  Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO originally filed by Edison International, a California corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on November 20, 2025, as amended by Amendment No. 1 (the “Amendment No. 1”), filed with the SEC on December 4, 2025 (as amended, the “Schedule TO”). The Schedule TO relates to the offers by the Company 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 such offer, the “Series B Offer”) 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” and such offer, the “Series A Offer” and, together with the Series B Offer, the “Offers” and each, an “Offer”), plus Accrued Dividends (as defined in the Offer to Purchase), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 20, 2025 (as amended by Amendment No. 1, and as it may be amended or supplemented from time to time, the “Offer to Purchase”) and in the accompanying Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal,” and which together with the Offer to Purchase, constitutes the Offers), copies of which were filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO.

Only those items amended are reported in this Amendment No. 2. Except as specifically provided herein, the information contained in the Offer to Purchase and the Letter of Transmittal remains unchanged, and this Amendment No. 2 does not modify any of the information previously reported on the Schedule TO and in the Offer to Purchase or the Letter of Transmittal. You should read Amendment No. 2 together with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.

ITEM 11. Additional Information.

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following language:

The Offers expired on December 19, 2025 at 5:00 p.m., New York City time (the “Expiration Date”). Based on the count by the depositary for the Offers, as of the Expiration Date, $415,517,000 aggregate liquidation preference of Series B Preferred Stock and $744,975,000 aggregate liquidation preference of Series A Preferred Stock have been validly tendered and not validly withdrawn. The Company has accepted for purchase all such Securities validly tendered and not validly withdrawn as of the Expiration Date.

All conditions to the Offers were deemed satisfied or waived by the Company by the Expiration Date.

The consideration for the Securities tendered and accepted for purchase will equal $995 per $1,000 liquidation preference per share of Series B Preferred Stock pursuant to the Series B Offer and $1,000 per $1,000 liquidation preference per share of Series A Preferred Stock pursuant to the Series A Offer, plus Accrued Dividends (as defined in the Offer to Purchase). The Company expects that the settlement date for the Offers will be December 23, 2025. A copy of the press release announcing the expiration and results of the Offers is filed as Exhibit (a)(5)(B) hereto and is incorporated herein by reference.

ITEM 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following Exhibit:

(a)(5)(B) Expiration Press Release, dated December 19, 2025.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EDISON INTERNATIONAL
By:		/s/ Brendan Bond
		Name: Brendan Bond
		Title: Vice President and Treasurer Date: December 19, 2025

EXHIBIT INDEX

(a)(1)(A)**		Offer to Purchase, dated November 20, 2025.
(a)(1)(B)**		Form of Letter of Transmittal.
(a)(1)(C)**		Summary Advertisement, dated November 20, 2025.
(a)(1)(D)**		Retail Processing Dealer Form.
(a)(2)		Not applicable.
(a)(3)		Not applicable.
(a)(4)		Not applicable.
(a)(5)(A)**		Launch Press Release, dated November 20, 2025.
(a)(5)(B)*		Expiration Press Release, dated December 19, 2025.
(b)		Not applicable.
(d)(1)		Certificate of Restated Articles of Incorporation of Edison International, effective December  19, 2006, together with all Certificates of Determination of Preference of Preferred Stock issued since December 19, 2006 (File No. 1-9936, filed as Exhibit 3.1 to Edison International’s Form 10-K for the year ended December 31, 2021).
(d)(2)		Bylaws of Edison International, as amended effective, December 8, 2022 (File No.  1-9936, filed as Exhibit No. 3.1 to Edison International’s Form 8-K dated December 8, 2022 and filed December 9, 2022).
(d)(3)		Form of Certificate representing Series A Preferred Stock (included as Exhibit A to Certificate of Determination of the 5.375% Fixed Rate Reset Cumulative Perpetual Preferred Stock Series A) (File No. 1-9936, filed as Exhibit 3.1 to Edison International’s Form 10-K for the year ended December 31, 2021).
(d)(4)		Form of Certificate representing Series B Preferred Stock (included as Exhibit A to Certificate of Determination of the 5.00% Fixed Rate Reset Cumulative Perpetual Preferred Stock Series B) (File No. 1-9936, filed as Exhibit 3.1 to Edison International’s Form 10-K for the year ended December 31, 2021).
(e)		Not applicable.
(f)		Not applicable.
(g)		Not applicable.
(h)		Not applicable.
107**		Filing Fee Table.

* Filed herewith

** Filed previously

FAQ

What did Edison International (EIX) announce regarding its preferred stock tender offers?

Edison International announced the final results of its cash tender offers for its 5.00% Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series B, and 5.375% Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series A. The company has accepted for purchase all eligible securities that were validly tendered and not validly withdrawn by the December 19, 2025 expiration.

How much Series B preferred stock did Edison International (EIX) holders tender?

Holders tendered $415,517,000 aggregate liquidation preference of Edison International’s 5.00% Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series B. All of this Series B preferred stock that was validly tendered and not withdrawn has been accepted for purchase.

How much Series A preferred stock was tendered in Edison International’s (EIX) offer?

Holders tendered $744,975,000 aggregate liquidation preference of Edison International’s 5.375% Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series A. The company has accepted for purchase all of the Series A preferred stock that was validly tendered and not validly withdrawn.

What consideration will Edison International (EIX) pay for the tendered preferred shares?

For the 5.00% Series B preferred stock, Edison International will pay $995 per $1,000 liquidation preference plus accrued dividends. For the 5.375% Series A preferred stock, the company will pay $1,000 per $1,000 liquidation preference plus accrued dividends. These amounts represent the cash consideration per share specified in the tender offers.

When did Edison International’s (EIX) preferred stock tender offers expire and when is settlement expected?

The tender offers expired on December 19, 2025 at 5:00 p.m., New York City time. Edison International expects the settlement date for the accepted tenders to be December 23, 2025, when cash consideration and accrued dividends will be paid to participating holders.

Were the conditions to Edison International’s (EIX) preferred stock tender offers satisfied?

Yes. All conditions to the tender offers were deemed satisfied or waived by Edison International as of the expiration date. As a result, the company proceeded to accept for purchase all securities that were validly tendered and not validly withdrawn.