Entergy Texas (ETI) inks $1.45B Legend Power Station lease financing with BA Leasing

Rhea-AI Filing Summary

Entergy Texas, Inc., a subsidiary of Entergy Corporation, entered into a set of financing and leasing agreements to fund and lease a planned 754-megawatt combined cycle gas power plant, the Legend Power Station in Jefferson County, Texas. Under a Participation Agreement with BA Leasing BSC, LLC and other participants, construction costs for the facility are expected not to exceed $1.450 billion, with advances made monthly during construction and rolled into a Lease Balance.

The lease with BA Leasing BSC, LLC is expected to begin about 26 months from December 9, 2025 and run for up to roughly 58 months. During the lease term, Entergy Texas will pay rent covering yield on the Lease Balance and will bear operating, insurance, tax, and maintenance costs. Entergy Texas has an early purchase option for an amount tied to the Lease Balance and other specified sums, and at the end of the term must either extend the lease with participant consent, purchase the property, or arrange a third‑party sale.

The agreements include customary covenants, notably a requirement that Entergy Texas maintain a consolidated debt ratio of no more than 65% of total capitalization, and provide for acceleration or loss of lease rights upon defined events of default.

Insights

Utility project finance analyst

Entergy Texas locks in structured lease financing for a large new gas plant with leverage covenants.

Entergy Texas is using a lease-based financing structure to support construction of the 754-megawatt Legend Power Station, with construction costs under the Participation Agreement expected not to exceed $1.450 billion. Monthly construction advances plus capitalized yield accumulate into a Lease Balance, and the lease is expected to commence roughly 26 months after December 9, 2025 for a term of up to about 58 months. During this period, Entergy Texas pays rent covering yield on the Lease Balance and assumes operating, tax, insurance, and maintenance obligations.

Economically, the arrangement shifts project funding to BA Leasing BSC, LLC and other participants while giving Entergy Texas long-term control of the facility and flexibility. Entergy Texas holds an early purchase option at an amount based on the Lease Balance plus defined costs, and if exercised before the second lease anniversary, the participants finance that purchase via a secured, non-amortizing note. If the early option is not used, Entergy Texas must at term end either extend the lease with participant consent, purchase the facility, or facilitate a third-party sale with a true-up versus the Lease Balance.

The Transaction Documents add financial discipline via a covenant requiring a consolidated debt ratio not exceeding 65% of total capitalization. Events of default include payment failures, covenant breaches, certain cross-defaults, bankruptcy, material judgments, ERISA events, and Entergy Corporation ceasing to own at least 80% of Entergy Texas common stock. Actual financial impact will depend on future decisions about exercising purchase options and the plant’s performance once in service.

8-K Event Classification

4 items: 1.01, 2.03, 8.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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) December 9, 2025

Commission File Number

Registrant, State of Incorporation or Organization, Address of Principal Executive Offices, Telephone Number, and IRS Employer Identification No.

Commission File Number

Registrant, State of Incorporation or Organization, Address of Principal Executive Offices, Telephone Number, and IRS Employer Identification No.

1-11299

ENTERGY CORPORATION

1-34360

ENTERGY TEXAS, INC.

(a Delaware corporation) 639 Loyola Avenue New Orleans, Louisiana 70113 Telephone (504) 576-4000

(a Texas corporation) 2107 Research Forest Drive The Woodlands, Texas 77380 Telephone (409) 981-2000

72-1229752

61-1435798

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:

☐    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:

Registrant			Title of Class			Trading Symbol			Name of Each Exchange on Which Registered
Entergy Corporation			Common Stock, $0.01 Par Value			ETR			New York Stock Exchange
			Common Stock, $0.01 Par Value			ETR			NYSE Texas
Entergy Texas, Inc.			5.375% Series A Preferred Stock, Cumulative, No Par Value (Liquidation Value $25 Per Share)			ETI/PR			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 1.01 Entry into a Material Definitive Agreement. (Entergy Texas, Inc.)

On December 9, 2025, Entergy Texas, Inc. (“Entergy Texas”) entered into certain agreements related to the construction and leasing of a planned 754-megawatt combined cycle gas power plant, Legend Power Station, in Jefferson County, Texas (the “Facility” and, together with the ground site, the “Leased Property”). Among others, those agreements included (collectively, the “Transaction Documents”):

•a Participation Agreement (the “Participation Agreement”) among Entergy Texas, as Lessee and Construction Agent, BA Leasing BSC, LLC (“BAL”), as Lessor, Bank of America, N.A., acting in the capacity as Administrative Agent, and the persons named on Schedule II thereto, as “Rent Assignees” (together with BAL, the “Participants”);

•a Construction Agency Agreement (the “Construction Agency Agreement”) between Entergy Texas, as Construction Agent, and BAL, as Lessor; and

•a Lease, Deed of Trust and Security Agreement (the “Lease”) between Entergy Texas, as Lessee, and BAL, as Lessor.

Costs of construction of the Facility to be funded under the Participation Agreement are expected not to exceed $1.450 billion. The Facility will be constructed on property owned by Entergy Texas, which will be leased to BAL under a ground lease.

Pursuant to the Construction Agency Agreement, Entergy Texas will act as the Construction Agent for BAL in connection with the design, construction and development of the Facility until Lease commencement. The Lease is expected to commence approximately twenty-six (26) months from the date hereof.

Construction advances will be made monthly to Entergy Texas as Construction Agent for the Facility under the Participation Agreement and, together with capitalized yield, will accrue into the Lease Balance (as such term is used in the Transaction Documents). Upon commencement of the Lease, Entergy Texas will lease the Leased Property from BAL for a term of up to approximately fifty-eight (58) months (the “Term”). During the Term, Entergy Texas will make rent payments for yield incurred on the Lease Balance. In addition, Entergy Texas will pay all operating costs (including insurance, taxes and utility costs) and all costs of repairs and modifications to the Facility.

At any time following commencement of the Lease, Entergy Texas will have the option to purchase the Facility (the “Early Purchase Option”) for an amount approximately equal to the Lease Balance, accrued and unpaid rent, any applicable breakage cost, any unamortized lessor’s indirect cost, plus all other amounts then due and payable under the related agreements (the “Purchase Amount”). If the Early Purchase Option were exercised prior to the second anniversary of the commencement date of the Lease, such purchase will be financed by the Participants, who will take back a secured, non-amortizing note in an amount equal to the Purchase Amount.

If Entergy Texas does not exercise the Early Purchase Option, at the end of the Term Entergy Texas must elect one of the following options:

(a) extend the Lease for an additional five years with the consent of Participants;

(b) purchase the Leased Property; or

(c) arrange a sale of the Leased Property to a third party (in which case Entergy Texas will owe or be owed any difference between the Lease Balance and the sale price).

The Transaction Documents contain certain customary covenants, including restrictions on Entergy Texas relating to the pledge of its assets and certain asset sales. The Participation Agreement also includes a covenant that requires Entergy Texas to maintain a consolidated debt ratio of 65% or less of its total capitalization. Entergy Texas’s obligations under the Transaction Documents may be accelerated and/or its rights to the Leased Property may be terminated upon an event of default, which includes non-payment of rent or yield, breach of representation or warranty, breach of covenant, certain cross-defaults, bankruptcy, material judgments, ERISA events and Entergy Corporation ceasing to own, directly or indirectly, at least 80% of Entergy Texas common stock.

The foregoing description of each of the Transaction Documents does not purport to be complete and is qualified in its entirety by reference to the full text of each such Transaction Document, filed as Exhibits 10.1, 10.2 and 10.3 hereto, respectively.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. (Entergy Texas, Inc.)

    The information set forth above under Item 1.01 is incorporated herein by reference.

Item 8.01 Other Events. (Entergy Corporation)

The information set forth above under Item 1.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits. (Entergy Texas, Inc.)

(d) Exhibits.

The following exhibits have been filed herewith:

Exhibit Index
Exhibit No.						Description of Exhibit
10.1*						Participation Agreement, dated as of December 9, 2025, by and among Entergy Texas, as Lessee and Construction Agent, BA Leasing BSC, LLC, as Lessor, Bank of America, N.A., acting in the capacity as Administrative Agent, and the persons named on Schedule II thereto, as “Rent Assignees.”
10.2*						Construction Agency Agreement, dated as of December 9, 2025, by and between Entergy Texas, as Construction Agent, and BA Leasing BSC, LLC, as Lessor.
10.3*						Lease, Deed of Trust and Security Agreement, dated as of December 9, 2025, by and between Entergy Texas, as Lessee, and BA Leasing BSC, LLC, as Lessor.
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

* Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of such schedules and attachments to the SEC upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Entergy Corporation

Entergy Texas, Inc.

By: Barrett E. Green
Barrett E. Green
Vice President and Treasurer

Dated: December 11, 2025

FAQ

What major project did Entergy Texas, Inc. (ETI) commit to in this 8-K?

Entergy Texas committed to the construction and leasing of the Legend Power Station, a planned 754-megawatt combined cycle gas power plant in Jefferson County, Texas, through a set of financing and lease agreements.

How much will the Legend Power Station project for Entergy Texas (ETI) cost?

The cost of constructing the Legend Power Station to be funded under the Participation Agreement is expected not to exceed $1.450 billion.

What is the lease structure for Entergy Texass Legend Power Station?

The lease with BA Leasing BSC, LLC is expected to commence about 26 months from December 9, 2025 and run for up to approximately 58 months. During the term, Entergy Texas will pay rent for yield on the Lease Balance and will also pay all operating, insurance, tax, and repair costs.

What options does Entergy Texas (ETI) have at the end of the Legend Power Station lease term?

If the early purchase option is not exercised, at the end of the lease term Entergy Texas must either extend the lease for five years with participant consent, purchase the leased property, or arrange a sale to a third party, settling any difference between the Lease Balance and the sale price.

What financial covenants are tied to Entergy Texas
9s new leasing arrangement?

The Participation Agreement includes a covenant requiring Entergy Texas to maintain a consolidated debt ratio of 65% or less of its total capitalization, and specifies events of default that can lead to acceleration or termination of rights to the leased property.

How is Entergy Corporation (ETR) connected to the Entergy Texas Legend Power Station agreements?

Entergy Corporation is the parent, and an event of default under the Transaction Documents includes Entergy Corporation ceasing to own, directly or indirectly, at least 80% of Entergy Texas common stock.