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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): 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. |
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 |
