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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): October 17, 2025
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) |
(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(s) |
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 this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this 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. ¨
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On October 17, 2025, Eversource
Energy issued $600,000,000 aggregate principal amount of its 4.45% Senior Notes, Series HH, Due 2030 (the “2030 Notes”), pursuant
to an Underwriting Agreement, dated October 15, 2025, among Eversource Energy and BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan
Stanley & Co. LLC, PNC Capital Markets LLC, RBC Capital Markets, LLC, and U.S. Bancorp Investments, Inc., as representatives of the
underwriters named therein (the “Underwriting Agreement”).
The Notes are Eversource Energy’s
unsecured obligations and were issued under the Twenty-Third Supplemental Indenture, dated October 1, 2025, between Eversource Energy
and The Bank of New York Mellon Trust Company, N.A. (the “Twenty-Third Supplemental Indenture”), supplementing the Indenture
between Eversource Energy and The Bank of New York Mellon Trust Company, N.A. (as successor trustee), dated as of April 1, 2002 (the “Indenture”).
Interest on the 2030 Notes
is payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2026 and ending on the maturity date
of the 2030 Notes.
The foregoing summaries of
the Underwriting Agreement, the Indenture and the Twenty-Third Supplemental Indenture do not purport to be complete and are qualified
in their entirety by references to such documents. The Underwriting Agreement and the Twenty-Third Supplemental Indenture are filed hereto
as Exhibits 1.1 and 4.1, respectively. The Indenture is filed as Exhibit A-3 to Eversource Energy’s 35-CERT, filed April 16, 2002
(File No. 070-09535).
A copy of the opinion of Ropes & Gray LLP relating
to the validity of the Notes is filed as Exhibit 5.1 hereto.
| Item 9.01 |
Financial Statements and Exhibits. |
Exhibit
Number |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated October 15, 2025, among Eversource Energy and the Underwriters named therein. |
| 4.1 |
|
Twenty-Third Supplemental Indenture, dated as of October 1, 2025, between Eversource Energy and The Bank of New York Mellon Trust Company, N.A., as Trustee. |
| 4.2 |
|
Form of the 2030 Notes (included as Exhibit A to the Twenty-Third Supplemental Indenture filed herewith as Exhibit 4.1). |
| 5.1 |
|
Legal opinion of Ropes & Gray LLP relating to the validity of the Notes. |
| 23.1 |
|
Consent of Ropes & Gray LLP (included in Exhibit 5.1). |
| 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 this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
EVERSOURCE ENERGY |
| |
(Registrant) |
| |
|
|
| October 17, 2025 |
By: |
/s/ Matthew P. Fallon |
| |
|
Matthew P. Fallon |
| |
|
Assistant Treasurer |
