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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): June 30, 2026
EVERSOURCE ENERGY
(Exact name of registrant as specified in its
charter)
| Massachusetts |
|
001-05324 |
|
04-2147929 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
| 300
Cadwell Drive, Springfield, Massachusetts, 01104 |
(Address of principal executive offices, including zip code)
(800) 286-5000
Registrant’s telephone number,
including area code
Not Applicable
(Former name or former address, if changed
since last report)
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 (see
General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
| Common
Shares, $5.00 par value per share |
|
ES |
|
New
York Stock Exchange |
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 the chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of the chapter).
Emerging growth
company ¨
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. ¨
| Section 2 |
- |
Financial Information |
| Item 2.02 | Results of Operations and Financial Condition. |
On June 30, 2026, Eversource Energy issued
a news release announcing that it has successfully completed the sale of Aquarion Water Company, consistent with all regulatory terms
and requirements, to Aquarion Water Authority, a quasi-public corporation and political subdivision of the State of Connecticut. A copy
of the news release is attached as Exhibit 99.1 and is incorporated herein by reference hereto.
The information contained in this Item 2.02, including
Exhibit 99.1, shall not be deemed “filed” with the Securities and Exchange Commission (“SEC”) nor incorporated
by reference in any registration statement filed by Eversource Energy or any subsidiary thereof under the Securities Act of 1933, as amended
(the “Securities Act”), unless specified otherwise.
On June 30, 2026, Eversource Energy announced
that it has successfully completed the sale of Aquarion Water Company, consistent with all regulatory terms and requirements, to the Aquarion
Water Authority, a quasi-public corporation and political subdivision of the State of Connecticut and a standalone water authority alongside
the South Central Connecticut Regional Water Authority. The total transaction purchase price was $2.4 billion in cash. The adjusted net
equity proceeds of approximately $1.7 billion will be used to displace Eversource Energy debt.
As a result of the sale, Eversource Energy expects
to recognize an after-tax non-cash non-recurring charge of approximately $115 million, or $0.31 per share, in the second quarter of 2026.
This Current Report on Form 8-K includes financial
measures that are not recognized under generally accepted accounting principles (non-GAAP) referencing earnings and EPS excluding the
loss on sale of the Aquarion water distribution business and excluding a charge for the March 2026 FERC decision in the FERC base
ROE complaints. EPS by business is also a non-GAAP financial measure and is calculated by dividing the Net Income Attributable to Common
Shareholders of each business by the weighted average diluted Eversource Energy common shares outstanding for the period. The earnings
and EPS of each business do not represent a direct legal interest in the assets and liabilities of such business but rather represent
a direct interest in Eversource Energy’s assets and liabilities as a whole. Eversource Energy uses these non-GAAP financial measures
to evaluate and provide details of earnings results by business and to more fully compare and explain results without including these
items. This information is among the primary indicators management uses as a basis for evaluating performance and planning and forecasting
of future periods. Management believes the loss on sale of the Aquarion water distribution business and the charge for the March 2026
FERC decision in the FERC base ROE complaints are not indicative of Eversource Energy’s ongoing costs and performance. Management
views these charges as not directly related to the ongoing operations of the business and therefore not indicators of baseline operating
performance. Due to the nature and significance of the effect of these items on Net Income Attributable to Common Shareholders and EPS,
management believes that the non-GAAP presentation is a more meaningful representation of Eversource Energy’s financial performance
and provides additional and useful information to readers of this report in analyzing historical and future performance of the business.
These non-GAAP financial measures should not be considered as alternatives to reported Net Income Attributable to Common Shareholders
and EPS determined in accordance with GAAP as indicators of Eversource Energy's operating performance. Eversource Energy does not provide
a reconciliation of guidance from non-GAAP recurring earnings or non-GAAP recurring EPS to the most directly comparable GAAP measure because
it is not able to predict with reasonable certainty the amount or nature of all items that will be included in Net Income Attributable
to Common Shareholders or recurring EPS for the year ending December 31, 2026. These items are uncertain, depend on many factors
and could have a material impact on Net Income Attributable to Common Shareholders and recurring EPS for the year ending December 31,
2026, and therefore cannot be made available without unreasonable effort.
This Current Report on Form 8-K also includes
statements concerning Eversource Energy’s expectations, beliefs, plans, objectives, goals, strategies, assumptions of future events,
future financial performance or growth and other statements that are not historical facts. These statements are “forward-looking
statements” within the meaning of the U.S. federal securities laws. Generally, readers can identify these forward-looking statements
through the use of words or phrases such as “estimate,” “expect,” “pending,” “anticipate,”
“intend,” “plan,” “project,” “believe,” “forecast,” “would,” “should,”
“could” and other similar expressions. Forward-looking statements involve risks and uncertainties that may cause actual results
or outcomes to differ materially from those included in the forward-looking statements. Forward-looking statements are based on the current
expectations, estimates, assumptions or projections of management and are not guarantees of future performance. These expectations, estimates,
assumptions or projections may vary materially from actual results. Accordingly, any such statements are qualified in their entirety by
reference to, and are accompanied by, the following important factors that may cause our actual results or outcomes to differ materially
from those contained in our forward-looking statements, including, but not limited to: cyber events or breaches, including acts of war
or terrorism, affecting our systems or the systems of third parties on which we rely, unauthorized access to, and the misappropriation
of, confidential and proprietary Company, customer, employee, financial or system operating information; actions or inaction of local,
state and federal regulatory, public policy and taxing bodies; changes in laws, regulations, Presidential executive orders or regulatory
policy, including compliance with laws and regulations, which may impact the cost of compliance and strategic initiatives of the Company;
adverse publicity, which can harm our reputation, influence legislative and regulatory bodies, and result in unfavorable outcomes; variability
in the costs and final investment returns of the Revolution Wind and South Fork Wind offshore wind projects as it relates to the purchase
price post-closing adjustment under the terms of the sale agreement for these projects; the ability to qualify for investment tax credits;
extreme weather, including severe storms, due to the impacts of climate change, and fluctuations in weather patterns; physical attacks
or grid disturbances that may damage and disrupt our electric transmission and electric and natural gas distribution systems; ability
or inability to commence and complete our major strategic development projects and opportunities; breakdown, failure of, or damage to
operating equipment, information technology systems, or processes of our transmission and distribution systems; changes in levels or timing
of capital expenditures, including unplanned expenditures and increased capital expenditure requirements; changes in business conditions,
which could include disruptive technology or development of alternative energy sources related to our current or future business model;
substandard performance of third-party suppliers and service providers, or counterparties not meeting their obligations; limits on our
access to, or increases in, the cost of capital, including disruptions in the capital markets or other events that make our access to
necessary capital more difficult or costly; changes in economic conditions, including impact on interest rates, tax policies, tariffs
and customer demand and payment ability; changes in accounting standards and financial reporting regulations; actions of rating agencies,
and other presently unknown or unforeseen factors.
Other risk factors are detailed in Eversource Energy’s
reports filed with the Securities and Exchange Commission (“SEC”). They are updated as necessary and available on Eversource
Energy’s website at investors.eversource.com and on the SEC’s website at www.sec.gov and management encourages you to consult
such disclosures.
All such factors are difficult to predict and contain
uncertainties that may materially affect Eversource Energy’s actual results, many of which are beyond our control. You should not
place undue reliance on the forward-looking statements, as each speaks only as of the date on which such statement is made, and, except
as required by federal securities laws, Eversource Energy undertakes no obligation to update any forward-looking statement or statements
to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.
New factors emerge from time to time and it is not possible for us to predict all of such factors, nor can we assess the impact of each
such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements.
| Section 9 |
- |
Financial Statements and Exhibits |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description |
| 99.1 |
News Release of Eversource Energy, dated June 30, 2026. |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused the report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
EVERSOURCE ENERGY |
| |
(Registrant) |
| |
|
| June 30, 2026 |
By: |
/s/ Jay
S. Buth |
| |
|
Jay S. Buth |
| |
|
Vice President, Controller and Chief Accounting Officer |
Exhibit 99.1
News
Release
Eversource Energy Completes
the Sale of Aquarion Water Company
HARTFORD, Conn. and BOSTON, Mass. (June 30, 2026) –
Eversource Energy (NYSE:ES) (“Eversource”) today announced that it has successfully completed the sale of Aquarion Water Company
(“AWC”), consistent with all regulatory terms and requirements, to Aquarion Water Authority (“AWA”), a quasi-public
corporation and political subdivision of the State of Connecticut and a standalone water authority alongside the South Central Connecticut
Regional Water Authority (“RWA”). The total transaction purchase price was $2.4 billion cash. The adjusted net equity proceeds
of approximately $1.7 billion will be used to displace Eversource debt, delivering on our commitment to strengthen the Eversource balance
sheet.
On January 27, 2025, Eversource entered a definitive agreement
to sell AWC to AWA. The sale was approved by the Connecticut Public Utilities Regulatory Authority on March 25, 2026.
“We are pleased to close this transaction, which is a key piece
of our commitment to further strengthen our balance sheet and credit profile,” said Eversource Executive Vice President, Chief Financial
Officer and Treasurer John Moreira. “The sale of Aquarion constitutes a significant milestone in furthering our strategic position
as a pure-play regulated pipes and wires utility, allowing us to optimize our portfolio by focusing on our core electric and natural gas
operations across New England while efficiently reinvesting capital for the benefit of our customers. As we continue to collaborate with
stakeholders across our service territories in Connecticut, Massachusetts and New Hampshire to deliver-cost-effective solutions that ensure
safe, reliable electric and natural gas service for our customers, we are confident that Aquarion’s operational success, sound management
and financial stewardship will continue under the new authority model – benefitting residents, businesses and communities for years
to come.”
As a result of the sale, Eversource expects to recognize an after-tax
non-cash non-recurring charge of approximately $115 million, or $0.31 per share, in the second quarter of 2026. The Company's revised
2026 non-GAAP guidance of $4.57 per share to $4.72 per share includes the impact of the absence of Aquarion earnings. The Company continues
to expect that its cumulative long-term earnings per share growth rate would be within the range of 5 to 7 percent through 2030, using
the adjusted 2026 non-GAAP earnings guidance mid-point of $4.65 per share as the base year. The Company expects annual earnings growth
towards the upper half of its long-term guidance by 2028.
Citi and Morgan Stanley & Co. LLC served as financial advisors
to Eversource Energy. Ropes & Gray LLP served as legal counsel to Eversource Energy.
This release includes financial measures that are not recognized
under generally accepted accounting principles (non-GAAP) referencing earnings and EPS excluding the loss on sale of the Aquarion water
distribution business and excluding a charge for the March 2026 FERC decision in the FERC base ROE complaints. EPS by business is
also a non-GAAP financial measure and is calculated by dividing the Net Income Attributable to Common Shareholders of each business by
the weighted average diluted Eversource Energy common shares outstanding for the period. The earnings and EPS of each business do not
represent a direct legal interest in the assets and liabilities of such business but rather represent a direct interest in Eversource
Energy’s assets and liabilities as a whole. Eversource Energy uses these non-GAAP financial measures to evaluate and provide details
of earnings results by business and to more fully compare and explain results without including these items. This information is among
the primary indicators management uses as a basis for evaluating performance and planning and forecasting of future periods. Management
believes the loss on sale of the Aquarion water distribution business and the charge for the March 2026 FERC decision in the FERC
base ROE complaints are not indicative of Eversource Energy’s ongoing costs and performance. Management views these charges as not
directly related to the ongoing operations of the business and therefore not indicators of baseline operating performance. Due to the
nature and significance of the effect of these items on Net Income Attributable to Common Shareholders and EPS, management believes that
the non-GAAP presentation is a more meaningful representation of Eversource Energy’s financial performance and provides additional
and useful information to readers of this report in analyzing historical and future performance of the business. These non-GAAP financial
measures should not be considered as alternatives to reported Net Income Attributable to Common Shareholders and EPS determined in accordance
with GAAP as indicators of Eversource Energy's operating performance. Eversource Energy does not provide a reconciliation of guidance
from non-GAAP recurring earnings or non-GAAP recurring EPS to the most directly comparable GAAP measure because it is not able to predict
with reasonable certainty the amount or nature of all items that will be included in Net Income Attributable to Common Shareholders or
recurring EPS for the year ending December 31, 2026. These items are uncertain, depend on many factors and could have a material
impact on Net Income Attributable to Common Shareholders and recurring EPS for the year ending December 31, 2026, and therefore cannot
be made available without unreasonable effort.
This release also includes statements concerning Eversource Energy’s
expectations, beliefs, plans, objectives, goals, strategies, assumptions of future events, future financial performance or growth and
other statements that are not historical facts. These statements are “forward-looking statements” within the meaning of the
U.S. federal securities laws. Generally, readers can identify these forward-looking statements through the use of words or phrases such
as “estimate,” “expect,” “pending,” “anticipate,” “intend,” “plan,”
“project,” “believe,” “forecast,” “would,” “should,” “could” and
other similar expressions. Forward-looking statements involve risks and uncertainties that may cause actual results or outcomes to differ
materially from those included in the forward-looking statements. Forward-looking statements are based on the current expectations, estimates,
assumptions or projections of management and are not guarantees of future performance. These expectations, estimates, assumptions or projections
may vary materially from actual results. Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied
by, the following important factors that may cause our actual results or outcomes to differ materially from those contained in our forward-looking
statements, including, but not limited to: cyber events or breaches, including acts of war or terrorism, affecting our systems or the
systems of third parties on which we rely, unauthorized access to, and the misappropriation of, confidential and proprietary Company,
customer, employee, financial or system operating information; actions or inaction of local, state and federal regulatory, public policy
and taxing bodies; changes in laws, regulations, Presidential executive orders or regulatory policy, including compliance with laws and
regulations, which may impact the cost of compliance and strategic initiatives of the Company; adverse publicity, which can harm our reputation,
influence legislative and regulatory bodies, and result in unfavorable outcomes; variability in the costs and final investment returns
of the Revolution Wind and South Fork Wind offshore wind projects as it relates to the purchase price post-closing adjustment under the
terms of the sale agreement for these projects; the ability to qualify for investment tax credits; extreme weather, including severe storms,
due to the impacts of climate change, and fluctuations in weather patterns; physical attacks or grid disturbances that may damage and
disrupt our electric transmission and electric and natural gas distribution systems; ability or inability to commence and complete our
major strategic development projects and opportunities; breakdown, failure of, or damage to operating equipment, information technology
systems, or processes of our transmission and distribution systems; changes in levels or timing of capital expenditures, including unplanned
expenditures and increased capital expenditure requirements; changes in business conditions, which could include disruptive technology
or development of alternative energy sources related to our current or future business model; substandard performance of third-party suppliers
and service providers, or counterparties not meeting their obligations; limits on our access to, or increases in, the cost of capital,
including disruptions in the capital markets or other events that make our access to necessary capital more difficult or costly; changes
in economic conditions, including impact on interest rates, tax policies, tariffs and customer demand and payment ability; changes in
accounting standards and financial reporting regulations; actions of rating agencies, and other presently unknown or unforeseen factors.
Other risk factors are detailed in Eversource Energy’s reports
filed with the Securities and Exchange Commission (“SEC”). They are updated as necessary and available on Eversource Energy’s
website at investors.eversource.com and on the SEC’s website at www.sec.gov and management encourages you to consult such disclosures.
All such factors are difficult to predict and contain uncertainties
that may materially affect Eversource Energy’s actual results, many of which are beyond our control. You should not place undue
reliance on the forward-looking statements, as each speaks only as of the date on which such statement is made, and, except as required
by federal securities laws, Eversource Energy undertakes no obligation to update any forward-looking statement or statements to reflect
events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors
emerge from time to time and it is not possible for us to predict all of such factors, nor can we assess the impact of each such factor
on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements.
Eversource (NYSE: ES), celebrated
as a national leader for its commitment to sustainability and corporate citizenship, is named among America’s Most Responsible
Companies by Newsweek for 2026 and recognized as the #1 utility on USA Today’s list of America’s Climate Leaders
for 2025. Eversource transmits and delivers electricity and natural gas to approximately 4 million customers in
Connecticut, Massachusetts and New Hampshire. The #1 Energy Efficiency Provider in the Nation, Eversource harnesses the commitment of
more than 10,500 employees across three states to build a single, united company around the mission of safely delivering reliable energy
and water with superior customer service. The company is empowering a clean energy future in the Northeast, with nationally recognized
energy efficiency solutions and successful programs to integrate new clean energy resources like a first-in-the-nation networked geothermal
pilot project, solar, offshore wind, electric vehicles and battery storage, into the electric system. For more information, please visit
eversource.com, and follow us on X, Facebook, Instagram, and LinkedIn. For more information on
our water services, visit aquarionwater.com.
CONTACT:
Investor Relations:
Rima Hyder
781-441-8882
rima.hyder@eversource.com
Media Relations:
William Hinkle
603-634-2228
william.hinkle@eversource.com
###
