STOCK TITAN
  1. Home
  2. Sec-filings
  3. ES
  4. [8-K] EVERSOURCE ENERGY Reports Material Event

Eversource Energy (NYSE: ES) sells two $750M junior subordinated note series

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Eversource Energy reported that on February 26, 2026 it issued two long-dated junior subordinated debt series: $750,000,000 aggregate principal amount of Junior Subordinated Notes, Series A, Due 2056 and $750,000,000 aggregate principal amount of Junior Subordinated Notes, Series B, Due 2056. These unsecured obligations were sold under an Underwriting Agreement dated February 23, 2026 with a syndicate led by major investment banks. The Series A Notes were issued under a First Supplemental Indenture and the Series B Notes under a Second Supplemental Indenture, each dated February 1, 2026 and supplementing a base Junior Subordinated Note Indenture with The Bank of New York Mellon Trust Company, N.A. The company also filed the underwriting and indenture documents and legal and tax opinions from Ropes & Gray LLP as exhibits.

Positive

  • None.

Negative

  • None.

Insights

Eversource adds two large tranches of long-dated junior subordinated debt.

Eversource Energy has issued two unsecured junior subordinated note series, each with $750,000,000 principal amount and final maturity in 2056. Junior subordinated notes typically rank below senior debt in the capital structure, which can offer flexibility for layering obligations beneath existing bonds.

Because both series are long-dated and subordinated, they may carry higher coupons than senior debt and increase total interest expense, even as they avoid encumbering assets. The impact on overall leverage and credit profile will depend on how these obligations sit alongside existing borrowings and future financing choices.

The issuance is documented through a base Indenture and two Supplemental Indentures with The Bank of New York Mellon Trust Company, N.A., plus legal and tax opinions dated in February 2026. Subsequent periodic reports may discuss any changes in interest expense or capital structure trends following this transaction.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What did Eversource Energy (ES) disclose in its February 2026 Form 8-K?
Eversource Energy disclosed the issuance of two junior subordinated note series, each with $750,000,000 principal due 2056. The company documented these under an underwriting agreement and related indentures, and filed associated legal and federal income tax opinions as exhibits.

How much junior subordinated debt did Eversource Energy (ES) issue in February 2026?
Eversource Energy issued $750,000,000 of Junior Subordinated Notes, Series A, Due 2056 and $750,000,000 of Junior Subordinated Notes, Series B, Due 2056. Both note series are unsecured obligations issued under supplemental indentures with The Bank of New York Mellon Trust Company, N.A.

What are the key terms of Eversource Energy’s new junior subordinated notes?
The company issued unsecured Junior Subordinated Notes, Series A and Series B, each with $750,000,000 aggregate principal amount and final maturity in 2056. The Series A Notes were issued under a First Supplemental Indenture and the Series B Notes under a Second Supplemental Indenture, both dated February 1, 2026.

Which banks underwrote Eversource Energy’s February 2026 junior subordinated notes?
The notes were issued under an Underwriting Agreement with Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and MUFG Securities Americas Inc., acting as representatives of the underwriters named in the agreement dated February 23, 2026.

What indenture governs Eversource Energy’s new junior subordinated notes?
The notes are governed by a Junior Subordinated Note Indenture dated February 1, 2026 with The Bank of New York Mellon Trust Company, N.A. The Series A Notes use a First Supplemental Indenture and the Series B Notes use a Second Supplemental Indenture, each supplementing that base indenture.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →
false 0000072741 0000072741 2026-02-26 2026-02-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): February 26, 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) (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 February 26, 2026, Eversource Energy issued (i) $750,000,000 aggregate principal amount of its Junior Subordinated Notes, Series A, Due 2056 (the “Series A Notes”) and (ii) $750,000,000 aggregate principal amount of its Junior Subordinated Notes, Series B, Due 2056 (the “Series B Notes” and together with the Series A Notes, the “Notes”), pursuant to an Underwriting Agreement, dated February 23, 2026, among Eversource Energy and Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and MUFG Securities Americas Inc., as representatives of the underwriters named therein (the “Underwriting Agreement”).

 

The Notes are Eversource Energy’s unsecured obligations. The Series A Notes were issued under the First Supplemental Indenture, dated as of February 1, 2026, between Eversource Energy and The Bank of New York Mellon Trust Company, N.A. (the “First Supplemental Indenture”), supplementing the Junior Subordinated Note Indenture between Eversource Energy and The Bank of New York Mellon Trust Company, N.A., dated as of February 1, 2026 (the “Indenture”). The Series B Notes were issued under the Second Supplemental Indenture, dated as of February 1, 2026, between Eversource Energy and The Bank of New York Mellon Trust Company, N.A. (the “Second Supplemental Indenture”), supplementing the Indenture. The Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, and the terms of the Notes are further described under "Description of the Junior Subordinated Notes" in the prospectus supplement of Eversource Energy dated February 23, 2026, together with the related prospectus dated February 20, 2026.

 

The foregoing summaries of the Underwriting Agreement, the Indenture, the First Supplemental Indenture, and the Second Supplemental Indenture do not purport to be complete and are qualified in their entirety by references to such documents. The Underwriting Agreement, the Indenture, the First Supplemental Indenture, and the Second Supplemental Indenture are filed hereto as Exhibits 1.1, 4.1, 4.2 and 4.3, respectively.

 

A copy of the opinion of Ropes & Gray LLP relating to the validity of the Notes is filed as Exhibit 5.1 hereto. A copy of the opinion of Ropes & Gray LLP relating to certain U.S. federal income tax matters is filed as Exhibit 8.1 hereto.

 

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit 
Number		   Description
1.1   Underwriting Agreement, dated February 23, 2026, among Eversource Energy and the Underwriters named therein.
4.1   Junior Subordinated Note Indenture, dated as of February 1, 2026, between Eversource Energy and The Bank of New York Mellon Trust Company, N.A., as Trustee.
4.2   First Supplemental Indenture, dated as of February 1, 2026, between Eversource Energy and The Bank of New York Mellon Trust Company, N.A., as Trustee.
4.3   Second Supplemental Indenture, dated as of February 1, 2026, between Eversource Energy and The Bank of New York Mellon Trust Company, N.A., as Trustee.
4.4   Form of the Series A Notes (included as Exhibit A to the First Supplemental Indenture filed herewith as Exhibit 4.2).
4.5   Form of the Series B Notes (included as Exhibit A to the Second Supplemental Indenture filed herewith as Exhibit 4.3).
5.1   Legal opinion of Ropes & Gray LLP relating to the validity of the Notes.
8.1   Legal opinion of Ropes & Gray LLP relating to certain U.S. federal income tax matters.
23.1   Consent of Ropes & Gray LLP (included in Exhibit 5.1).
23.2   Consent of Ropes & Gray LLP (included in Exhibit 8.1).
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)
     
February 26, 2026 By: /s/ Matthew P. Fallon
    Matthew P. Fallon
    Assistant Treasurer

 

 

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

9 documents

Other Documents