Eversource Energy (ES) CEO Nolan reports new RSUs, performance and phantom shares

Rhea-AI Filing Summary

Eversource Energy Chairman, President and CEO Joseph R. Nolan Jr. reported equity awards tied to his compensation. On January 27, 2026 he acquired 36,089 restricted share units that vest in three equal installments on February 15, 2027, 2028 and 2029, and 39,686 performance-based shares for the 2023–2025 long‑term incentive program, both at a reported price of $0 per share. After these grants, he beneficially owned 215,708 common shares directly, plus additional shares held through the Eversource 401k Plan and 73,713 phantom shares in a deferred compensation plan that track Eversource common shares one-for-one.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

NOLAN JOSEPH R JR

(Last) (First) (Middle)

C/O EVERSOURCE ENERGY

300 CADWELL DRIVE

(Street)

SPRINGFIELD MA 01104

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EVERSOURCE ENERGY [ ES ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
	Chairman of the Bd, Pres & CEO		Trustee

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares, $5.00 par value	01/27/2026		A		36,089(1)	A	$0	176,022(2)	D
Common Shares, $5.00 par value	01/27/2026		A		39,686(3)	A	$0	215,708(2)	D
Common Shares, $5.00 par value								25,363(4)	I	401k Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Shares	(5)							(5)	(5)	Common Shares, $5.00 par value	73,713(5)		73,713(5)	D

Explanation of Responses:

1. Grant of restricted share units (RSUs) which vest in three equal installments on February 15, 2027, 2028 and 2029. Restricted share units are distributable in Eversource Energy common shares on a one-for-one basis. RSU holders are entitled to receive dividend equivalents, exempt from line item reporting under SEC Rule 16a-11, to the same extent dividends are paid on common shares.

2. Includes restricted share units and dividend equivalents thereon.

3. Performance shares and dividend equivalent shares for the 2023-2025 Long-Term Incentive Program as determined on January 27, 2026.

4. Shares held in trust under the Eversource 401k Plan, a qualified plan, according to information supplied by the Plan's record keeper.

5. Reporting Person's deferred compensation under the Eversource Deferred Compensation Plan, a non-qualified plan, that is nominally invested as common shares. Each phantom share represents the right to receive one common share upon a distribution event, following vesting. Additional phantom shares are issued upon the automatic reinvestment of dividend-equivalents and are exempt from the line item reporting under SEC rule 16a-11.

	/s/ Kerry J. Tomasevich, attorney-in-fact for Mr. Nolan	01/29/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Eversource Energy (ES) CEO Joseph Nolan report in this Form 4 filing?

He reported stock-based compensation awards, not open‑market trades. The filing shows new restricted share units and performance shares tied to long‑term incentive programs, plus updated totals of common shares, 401k holdings, and deferred compensation phantom shares linked to Eversource stock.

How many Eversource Energy (ES) shares did the CEO acquire on January 27, 2026?

He acquired 36,089 restricted share units and 39,686 performance shares at a reported price of $0. These awards are part of equity compensation programs and increase his beneficial ownership of Eversource Energy common shares, subject to vesting and performance conditions where applicable.

How do the restricted share units granted to the Eversource (ES) CEO vest?

The 36,089 restricted share units vest in three equal installments on February 15, 2027, 2028 and 2029. Each unit is payable in one Eversource Energy common share, and holders receive dividend equivalents similar to regular shareholders while the units remain outstanding.

What are the performance shares reported in this Eversource Energy (ES) Form 4?

The 39,686 performance shares relate to the 2023–2025 Long-Term Incentive Program, determined on January 27, 2026. These shares, plus associated dividend equivalent shares, are earned based on program results and are part of the CEO’s long‑term equity-based compensation package.

What are the phantom shares held by the Eversource Energy (ES) CEO?

He holds 73,713 phantom shares in the Eversource Deferred Compensation Plan. Each phantom share represents the right to receive one common share upon a distribution event after vesting, with additional phantom shares credited through automatic reinvestment of dividend equivalents over time.

How many Eversource Energy (ES) shares does the CEO hold through the 401k plan?

He beneficially owns 25,363 Eversource Energy common shares held in trust under the Eversource 401k Plan. This figure is based on information from the plan’s record keeper and is reported as indirect ownership in the Form 4 filing.