[8-K] ENTERGY CORP /DE/ Reports Material Event

Rhea-AI Filing Summary

Entergy Corporation completed a registered sale of junior subordinated debentures totaling $1.3 billion. The offering includes $600,000,000 of Series 2025A and $700,000,000 of Series 2025B, each due June 15, 2056.

Series 2025A carries a 5.875% annual rate to June 15, 2031, then resets every five years to the Five-Year Treasury Rate plus 2.179%, with a floor of 5.875%. Series 2025B carries a 6.100% annual rate to June 15, 2036, then resets to the Five-Year Treasury Rate plus 2.013%, with a floor of 6.100%. The sale closed on November 7, 2025 and was offered off an effective Form S-3, issued under Entergy’s subordinated indenture.

Insights

Capital structure analyst

Entergy sold hybrid-like subordinated debt with fixed-to-reset coupons.

Entergy issued junior subordinated debentures totaling $1.3 billion, split between Series 2025A and 2025B, each maturing in 2056. These instruments pay fixed coupons initially, then reset based on the Five-Year Treasury Rate plus stated spreads.

Series 2025A pays 5.875% until June 15, 2031, then resets at Five-Year Treasury + 2.179%, with a 5.875% floor. Series 2025B pays 6.100% until June 15, 2036, then resets at Five-Year Treasury + 2.013%, with a 6.100% floor.

The transaction closed on November 7, 2025 under an effective Form S-3 and existing subordinated indenture. Actual impact depends on coupon reset levels and overall capital allocation details disclosed in future filings.

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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)

November 7, 2025

Entergy Corporation

(Exact name of registrant as specified in its charter)

Delaware		1-11299		72-1229752
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
639 Loyola Avenue, New Orleans, Louisiana				70113
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code (504) 576-4000

(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.):

☐ 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 Class		Trading Symbol		Name of Each Exchange on Which Registered
Common Stock, $0.01 Par Value		ETR		New York Stock Exchange
Common Stock, $0.01 Par Value		ETR		NYSE Texas, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 8.01 Other Events.

On November 4, 2025, Entergy Corporation (the “Company”) entered into an Underwriting Agreement for the sale of $600,000,000 in aggregate principal amount of the Company’s Junior Subordinated Debentures due June 15, 2056 (Series 2025A) (the “Series 2025A Junior Subordinated Debentures”) and $700,000,000 in aggregate principal amount of the Company’s Junior Subordinated Debentures due June 15, 2056 (Series 2025B) (the “Series 2025B Junior Subordinated Debentures” and, together with the Series 2025A Junior Subordinated Debentures, the “Junior Subordinated Debentures”). The Company will pay interest on the Series 2025A Junior Subordinated Debentures (i) from and including the date of original issuance to, but not including, June 15, 2031, at an annual rate of 5.875% and (ii) from and including June 15, 2031, during each Interest Reset Period at an annual rate equal to the Five-Year Treasury Rate as of the most recent Reset Interest Determination Date plus 2.179%; provided, that the interest rate during any Interest Reset Period for the Series 2025A Junior Subordinated Debentures will not reset below 5.875% (which equals the initial interest rate on the Series 2025A Junior Subordinated Debentures). The Company will pay interest on the Series 2025B Junior Subordinated Debentures (i) from and including the date of original issuance to, but not including, June 15, 2036, at an annual rate of 6.100% and (ii) from and including June 15, 2036, during each Interest Reset Period at an annual rate equal to the Five-Year Treasury Rate as of the most recent Reset Interest Determination Date plus 2.013%; provided, that the interest rate during any Interest Reset Period for the Series 2025B Junior Subordinated Debentures will not reset below 6.100% (which equals the initial interest rate on the Series 2025B Junior Subordinated Debentures).

The sale of the Junior Subordinated Debentures closed on November 7, 2025. The Junior Subordinated Debentures were offered pursuant to the Company’s Registration Statement on Form S-3 (No. 333- 289302), which became effective upon filing. The Junior Subordinated Debentures were issued pursuant to the Company’s Indenture (for Unsecured Subordinated Debt Securities) dated as of May 1, 2024, as heretofore supplemented, including by the Company’s Officer’s Certificate dated as of November 4, 2025, establishing the terms of the Series 2025A Junior Subordinated Debentures (the “Series 2025A Officer’s Certificate”), and Officer’s Certificate dated as of November 4, 2025, establishing the terms of the Series 2025B Junior Subordinated Debentures (the “Series 2025B Officer’s Certificate”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Series 2025A Officer’s Certificate and the Series 2025B Officer’s Certificate, as applicable, filed herewith as Exhibit 4(a) and Exhibit 4(b), respectively.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
4(a)		Officer’s Certificate dated as of November 4, 2025, establishing the terms of the Series 2025A Junior Subordinated Debentures supplemental to the Indenture.
4(b)		Officer’s Certificate dated as of November 4, 2025, establishing the terms of the Series 2025B Junior Subordinated Debentures supplemental to the Indenture.
5		Opinion of Morgan, Lewis & Bockius LLP relating to the Junior Subordinated Debentures.
23		Consent of Morgan, Lewis & Bockius LLP with respect to its Opinion relating to the Junior Subordinated Debentures (included in Exhibit 5).
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

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.

Entergy Corporation

(Registrant)

Date: November 7, 2025

/s/ Barrett E. Green

(Signature)

Barrett E. Green

Vice President and Treasurer

FAQ

What did Entergy (ETR) announce?

Entergy completed the sale of junior subordinated debentures totaling $1.3 billion under a registered offering.

How much of each series did Entergy issue?

Entergy issued $600,000,000 of Series 2025A and $700,000,000 of Series 2025B, both due June 15, 2056.

What are the coupon terms for Series 2025A?

Series 2025A pays 5.875% until June 15, 2031, then resets to the Five-Year Treasury Rate + 2.179%, with a 5.875% floor.

What are the coupon terms for Series 2025B?

Series 2025B pays 6.100% until June 15, 2036, then resets to the Five-Year Treasury Rate + 2.013%, with a 6.100% floor.

When did the transaction close?

The sale closed on November 7, 2025.

Under what registration was the debt offered?

The debentures were offered pursuant to an effective Form S-3 (No. 333-289302).

Under which indenture were the debentures issued?

They were issued under Entergy’s Indenture for Unsecured Subordinated Debt Securities dated May 1, 2024, as supplemented.