STOCK TITAN

Entergy Corporation (NYSE: ETR) prices $750M junior subordinated debentures

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Entergy Corporation reported completing the sale of two series of junior subordinated debentures. On August 4, 2026, it entered into an underwriting agreement for $750,000,000 aggregate principal amount of Series 2026A Junior Subordinated Debentures due December 15, 2056 and $750,000,000 of Series 2026B Junior Subordinated Debentures due December 15, 2058. Each series pays interest at 6.500% per year from issuance, then resets during each Interest Reset Period to the Five-Year Treasury Rate plus 1.877% for Series 2026A (after December 15, 2036) and plus 2.030% for Series 2026B (after December 15, 2033), with a floor of 6.500%. The sale closed on August 7, 2026. The debentures were issued under Entergy’s May 1, 2024 subordinated indenture and an effective Registration Statement on Form S-3 (No. 333-289302).

Positive

  • None.

Negative

  • None.

Filing Explained

The completed transaction is debt financing, not a disclosed common-stock issuance: Entergy issued junior-subordinated debentures requiring initial annual interest of 6.500% and principal repayment in 2056 and 2058, creating new company payment obligations without a stated ownership change for common holders.

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.
Series 2026A principal amount $750,000,000 Aggregate principal amount of Series 2026A Junior Subordinated Debentures
Series 2026B principal amount $750,000,000 Aggregate principal amount of Series 2026B Junior Subordinated Debentures
Initial interest rate 6.500% per annum From issuance to prior reset date for both Series 2026A and Series 2026B debentures
Series 2026A reset spread 1.877% Added to the Five-Year Treasury Rate during each Interest Reset Period after December 15, 2036
Series 2026B reset spread 2.030% Added to the Five-Year Treasury Rate during each Interest Reset Period after December 15, 2033
Series 2026A maturity date December 15, 2056 Stated maturity of Series 2026A Junior Subordinated Debentures
Series 2026B maturity date December 15, 2058 Stated maturity of Series 2026B Junior Subordinated Debentures
Junior Subordinated Debentures financial
"aggregate principal amount of the Company’s Junior Subordinated Debentures due December 15, 2056"
A junior subordinated debenture is a long-term loan a company issues to investors that sits low in the repayment order: holders get paid after most other creditors but usually before shareholders. Because it offers higher interest to compensate for greater risk, it can boost income for investors but also carries bigger chances of loss if the issuer faces financial trouble. Think of it as standing near the back of a line for repayment — you get a bigger reward but a smaller guarantee.
Interest Reset Period financial
"during each Interest Reset Period at an annual rate equal to the Five-Year Treasury Rate"
Five-Year Treasury Rate financial
"at an annual rate equal to the Five-Year Treasury Rate as of the most recent Reset Interest"
The five-year Treasury rate is the interest yield on U.S. government debt that matures in five years, effectively the price the government pays to borrow money for that period. Investors watch it because it acts like a benchmark or yardstick for borrowing costs, inflation expectations and economic outlook—affecting loan rates, bond prices and stock valuations much like a thermostat signals whether the economy is heating up or cooling down.
Officer’s Certificate regulatory
"the Company’s Officer’s Certificate dated as of August 4, 2026, establishing the terms"
Registration Statement on Form S-3 regulatory
"offered pursuant to the Company’s Registration Statement on Form S-3 (No. 333-289302)"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

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FAQ

What debt securities did Entergy (ETR) issue in August 2026?

Entergy issued two series of Junior Subordinated Debentures: $750,000,000 of Series 2026A due December 15, 2056 and $750,000,000 of Series 2026B due December 15, 2058. Both series were sold under an underwriting agreement dated August 4, 2026, with the sale closing August 7, 2026.

What is the interest rate on Entergy’s (ETR) Series 2026A Junior Subordinated Debentures?

The Series 2026A debentures pay 6.500% per year from issuance to before December 15, 2036. After that, during each Interest Reset Period, the rate equals the Five-Year Treasury Rate plus 1.877%, but it cannot reset below 6.500%.

How is interest determined on Entergy’s (ETR) Series 2026B Junior Subordinated Debentures?

Series 2026B also pays 6.500% per year from issuance to before December 15, 2033. Thereafter, each Interest Reset Period uses the Five-Year Treasury Rate plus 2.030%, with a minimum reset rate of 6.500%, matching the initial coupon floor.

When do Entergy’s (ETR) new junior subordinated debentures mature and when did the sale close?

The Series 2026A Junior Subordinated Debentures mature on December 15, 2056, and the Series 2026B debentures mature on December 15, 2058. The sale of both series closed on August 7, 2026 following the August 4, 2026 underwriting agreement.

Under what registration statement and indenture were Entergy’s (ETR) debentures issued?

The junior subordinated debentures were issued under Entergy’s subordinated debt indenture dated May 1, 2024. They were offered pursuant to an effective Registration Statement on Form S-3 (No. 333-289302), with specific terms set by Officer’s Certificates dated August 4, 2026.
CHX false 0000065984 0000065984 2026-08-07 2026-08-07 0000065984 exch:XNYS 2026-08-07 2026-08-07 0000065984 exch:XCHI 2026-08-07 2026-08-07
 
 

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) August 7, 2026

 

 

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 August 4, 2026, Entergy Corporation (the “Company”) entered into an Underwriting Agreement for the sale of $750,000,000 in aggregate principal amount of the Company’s Junior Subordinated Debentures due December 15, 2056 (Series 2026A) (the “Series 2026A Junior Subordinated Debentures”) and $750,000,000 in aggregate principal amount of the Company’s Junior Subordinated Debentures due December 15, 2058 (Series 2026B) (the “Series 2026B Junior Subordinated Debentures” and, together with the Series 2026A Junior Subordinated Debentures, the “Junior Subordinated Debentures”). The Company will pay interest on the Series 2026A Junior Subordinated Debentures (i) from and including the date of original issuance to, but not including, December 15, 2036, at an annual rate of 6.500% and (ii) from and including December 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 1.877%; provided, that the interest rate during any Interest Reset Period for the Series 2026A Junior Subordinated Debentures will not reset below 6.500% (which equals the initial interest rate on the Series 2026A Junior Subordinated Debentures). The Company will pay interest on the Series 2026B Junior Subordinated Debentures (i) from and including the date of original issuance to, but not including, December 15, 2033, at an annual rate of 6.500% and (ii) from and including December 15, 2033, 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 2.030%; provided, that the interest rate during any Interest Reset Period for the Series 2026B Junior Subordinated Debentures will not reset below 6.500% (which equals the initial interest rate on the Series 2026B Junior Subordinated Debentures).

The sale of the Junior Subordinated Debentures closed on August 7, 2026. 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 August 4, 2026, establishing the terms of the Series 2026A Junior Subordinated Debentures (the “Series 2026A Officer’s Certificate”), and Officer’s Certificate dated as of August 4, 2026, establishing the terms of the Series 2026B Junior Subordinated Debentures (the “Series 2026B Officer’s Certificate”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Series 2026A Officer’s Certificate and the Series 2026B 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 August 4, 2026, establishing the terms of the Series 2026A Junior Subordinated Debentures supplemental to the Indenture.
4(b)   Officer’s Certificate dated as of August 4, 2026, establishing the terms of the Series 2026B 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: August 7, 2026    
     

/s/ Barrett E. Green

      (Signature)
      Barrett E. Green
      Vice President and Treasurer

Filing Exhibits & Attachments

7 documents