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Entergy (NYSE: ETR) settles key forward equity deals and outlines remaining share capacity

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Entergy Corporation has advanced its equity financing plans by settling several forward sale arrangements tied to its common stock. These settlements convert previously arranged forward sales into issued shares and cash for the company.

On June 22, 2026, Entergy physically settled its at the market forward sale agreements by delivering 2,057,826 shares of common stock for approximately $126 million in cash proceeds, leaving no ATM forward sale agreements outstanding. The company also settled part of its underwritten forward sale agreements by delivering 6,650,417 shares of common stock for approximately $546 million. As of June 22, 2026, underwritten forward sale agreements remain outstanding for 11,145,984 shares of common stock, which, if physically settled at that date, would have generated proceeds of approximately $915 million, in addition to 19,247,788 shares subject to separate underwritten forward sale agreements executed on May 5, 2026.

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Insights

Entergy converts forward equity deals into significant cash while adding new shares.

Entergy Corporation has moved a sizeable portion of its forward equity arrangements into actual share issuance and cash inflows. Settling ATM forward sales brought in about $126 million, and partial settlement of underwritten forward sale agreements added roughly $546 million in proceeds.

These transactions increase common shares outstanding but strengthen the company’s cash position, consistent with earlier disclosures of forward sale strategies. Material underwritten forward sale agreements remain on 11,145,984 shares, with potential proceeds of about $915 million, plus another 19,247,788 shares under separate agreements.

The overall impact on investors will depend on how Entergy uses the additional equity capital versus the dilution from new share issuance. Subsequent financial reports and updates on capital deployment will clarify how these proceeds affect leverage, investment plans, and returns.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
ATM shares delivered 2,057,826 shares Physically settled ATM Forward Sale Agreements on June 22, 2026
ATM cash proceeds $126 million Proceeds from ATM Forward Sale Agreements settlement
Underwritten shares delivered 6,650,417 shares Partial settlement of Underwritten Forward Sale Agreements on June 22, 2026
Underwritten cash proceeds $546 million Proceeds from partial settlement of Underwritten Forward Sale Agreements
Outstanding underwritten forward shares 11,145,984 shares Shares still subject to Underwritten Forward Sale Agreements as of June 22, 2026
Potential proceeds on remaining underwritten forwards $915 million Estimated proceeds if 11,145,984 shares were physically settled at June 22, 2026
Additional underwritten forward sale shares 19,247,788 shares Subject to underwritten forward sale agreements executed on May 5, 2026
at the market equity distribution program financial
"pursuant to its at the market equity distribution program (the “ATM Program”) relating to shares of Entergy Corporation’s..."
ATM Forward Sale Agreements financial
"as so supplemented the “ATM Forward Sale Agreements”). See Note 7 to the financial statements..."
underwritten forward sale agreements financial
"the Company entered into underwritten forward sale agreements (each an “Underwritten Forward Sale Agreements”) with several counterparties..."
physically settled financial
"On June 22, 2026, the Company physically settled its obligations under the ATM Forward Sale Agreements..."
common stock, par value $0.01 per share financial
"relating to shares of Entergy Corporation’s ... common stock, par value $0.01 per share (the “Common Stock”)"
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Understanding 8-K Material Events →
falseUS0000065984CHX00000659842026-06-222026-06-220000065984exch:XNYS2026-06-222026-06-220000065984exch:XCHI2026-06-222026-06-22


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)June 22, 2026
Entergy Corporation
(Exact name of registrant as specified in its charter)
Delaware1-1129972-1229752
(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:

☐    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 ClassTrading
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

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 8.01 Other Events.
Settlement of At the Market Forward Confirmation Sales
As previously disclosed, pursuant to its at the market equity distribution program (the “ATM Program”) relating to shares of Entergy Corporation’s (the “Company”) common stock, par value $0.01 per share (the “Common Stock”), the Company entered into supplemental confirmations pursuant to a master forward confirmation executed by and between the Company and a counterparty to the ATM Program on each of September 10, 2024, and September 25, 2024, each of which was supplemented by a separate Notice of Calculation Agent Adjustment to Issuer Share Forward Sale Transaction dated December 13, 2024 (collectively, as so supplemented the “ATM Forward Sale Agreements”). See Note 7 to the financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and Note 3 to the financial statements in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, for more information relating to the ATM Forward Sale Agreements.
On June 22, 2026, the Company physically settled its obligations under the ATM Forward Sale Agreements by delivering an aggregate of 2,057,826 shares of Common Stock in exchange for total cash proceeds of approximately $126 million. After such settlement, the Company has no outstanding forward sale agreements under the ATM Program.
Settlement of Underwritten Forward Sale Agreements
As previously disclosed, on March 17, 2025, the Company entered into underwritten forward sale agreements (each an “Underwritten Forward Sale Agreements”) with several counterparties relating to an aggregate of 17,796,401 shares of Common Stock.
On June 22, 2026, the Company physically settled a portion of its obligations under the Underwritten Forward Sale Agreements by delivering an aggregate of 6,650,417 shares of Common Stock in exchange for total cash proceeds of approximately $546 million. As of June 22, 2026, after the settlement of these obligations, the Company has outstanding Underwritten Forward Sale Agreements relating to 11,145,984 shares of common stock, which, if physically settled at June 22, 2026, would result in proceeds to the Company of approximately $915 million. The shares outstanding under the Underwritten Forward Sale Agreements do not include the additional 19,247,788 shares that are the subject of underwritten forward sale agreements executed by the Company with several counterparties on May 5, 2026.



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.



Entergy Corporation

By: /s/ Barrett E. Green
Barrett E. Green
Vice President and Treasurer
Dated: June 23, 2026







Source: View Original Filing on SEC EDGAR

FAQ

What equity transactions did Entergy (ETR) report on June 22, 2026?

Entergy reported physically settling certain forward equity sale agreements on June 22, 2026. It delivered shares under both its at the market program and underwritten forward sale agreements, converting prior commitments into issued stock and substantial cash proceeds for the company.

How much cash did Entergy (ETR) receive from settling ATM forward sales?

Entergy received approximately $126 million of cash proceeds from physically settling its at the market forward sale agreements. This came from delivering 2,057,826 shares of common stock under its ATM equity distribution program, eliminating any remaining ATM forward sale agreements.

What portion of Entergy’s underwritten forward sale agreements were settled?

Entergy settled part of its underwritten forward sale agreements by delivering 6,650,417 shares of common stock. In exchange, the company received approximately $546 million in cash proceeds, while still retaining a significant balance of underwritten forward sale agreements outstanding after this settlement.

How many Entergy (ETR) shares remain under underwritten forward sale agreements?

As of June 22, 2026, Entergy had underwritten forward sale agreements outstanding for 11,145,984 shares of common stock. If those had been physically settled on that date, they would have generated approximately $915 million in proceeds for the company, according to the disclosure.

Does Entergy still have at the market forward sale agreements outstanding?

No. Entergy stated that, after physically settling its obligations by delivering 2,057,826 shares for about $126 million, it has no outstanding forward sale agreements under its at the market equity distribution program, effectively closing out that portion of its equity financing arrangements.

What are the additional Entergy underwritten forward sales executed on May 5, 2026?

Entergy noted that 19,247,788 additional shares are subject to underwritten forward sale agreements executed on May 5, 2026. These shares are separate from the 11,145,984 shares referenced in the earlier underwritten forward sale agreements and further expand the company’s forward equity capacity.

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