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Entergy receives $913M settling 2025 stock forwards

Entergy settled its 2025 forward sale agreements by issuing 11.1 million shares for about $913 million in cash proceeds.

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

Rhea-AI Filing Summary

Entergy Corporation (ETR) reports that on September 2, 2026 it physically settled its remaining obligations under its previously disclosed 2025 underwritten forward sale agreements by delivering 11,145,984 shares of common stock. In return, the company received total cash proceeds of approximately $913 million.

The 2025 forward sale agreements originally covered 17,796,401 shares, and following this settlement Entergy states it has no outstanding obligations under any of those 2025 agreements. Entergy also notes it still has underwritten forward sale agreements outstanding from May 5, 2026 related to a registered underwritten offering of $2.175 billion covering 19,247,788 shares of common stock.

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Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Shares delivered on settlement 11,145,984 shares Physically settled 2025 underwritten forward sale agreements on September 2, 2026
Cash proceeds from settlement $913 million Received in exchange for delivery of 11,145,984 shares under 2025 forward sale agreements
Original 2025 forward sale share amount 17,796,401 shares Aggregate shares related to the 2025 underwritten forward sale agreements
2026 forward sale offering size $2.175 billion Registered underwritten offering associated with May 5, 2026 forward sale agreements
Shares under 2026 forward sale agreements 19,247,788 shares Aggregate shares of common stock related to May 5, 2026 forward sale agreements
underwritten forward sale agreements financial
"entered into underwritten forward sale agreements with several counterparties"
physically settled financial
"physically settled its then outstanding obligations under the 2025 Underwritten Forward"
A physically settled contract requires the actual underlying asset to be delivered and received when the contract expires or is exercised, rather than simply paying the cash value difference. For investors this matters because it creates obligations around ownership, storage, transfer logistics, and timing—similar to buying a concert ticket that guarantees entry rather than receiving money instead—and can affect portfolio holdings, capital needs, and operational planning.
registered underwritten offering financial
"in connection with the registered underwritten offering of $2.175 billion relating"
A registered underwritten offering is a public sale of new securities that has been formally approved by the securities regulator and arranged through one or more investment banks that agree to buy the securities from the issuer and resell them to investors. It matters to investors because the registration signals regulatory review and the underwriters provide pricing and a sales guarantee, which reduces the risk the offering will fail and clarifies how much capital the company will raise and how much existing ownership may be diluted.

FAQ

What did Entergy (ETR) announce regarding its 2025 underwritten forward sale agreements?
Entergy announced that on September 2, 2026 it physically settled its remaining 2025 underwritten forward sale agreements by delivering 11,145,984 shares of common stock and receiving approximately $913 million in cash proceeds, and that it now has no outstanding obligations under those 2025 agreements.

How many shares were originally covered by Entergy’s 2025 forward sale agreements (ETR)?
The 2025 underwritten forward sale agreements originally related to an aggregate of 17,796,401 shares of Entergy common stock, as disclosed by the company.

What cash proceeds did Entergy (ETR) receive from settling the 2025 forward sale agreements?
Entergy reports total cash proceeds of approximately $913 million from physically settling its outstanding obligations under the 2025 underwritten forward sale agreements through delivery of 11,145,984 shares of common stock.

Does Entergy (ETR) still have any obligations under the 2025 forward sale agreements?
No. Entergy states that after the September 2, 2026 physical settlement, it has no outstanding obligations under any of the 2025 underwritten forward sale agreements.

What forward sale agreements from 2026 does Entergy (ETR) still have outstanding?
Entergy states it has underwritten forward sale agreements outstanding that were executed on May 5, 2026 in connection with a registered underwritten offering of $2.175 billion relating to an aggregate of 19,247,788 shares of its common stock.

What type of security is involved in Entergy’s forward sale agreements (ETR)?
The forward sale agreements relate to Entergy’s common stock, described as common stock, par value $0.01 per share, which is listed with the trading symbol ETR.

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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)September 2, 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 Underwritten Forward Sale Agreements
As previously disclosed, on March 17, 2025, Entergy Corporation (the “Company”) entered into underwritten forward sale agreements (the “2025 Underwritten Forward Sale Agreements”) with several counterparties relating to an aggregate of 17,796,401 shares of the Company common stock, par value $0.01 per share (the “Common Stock”).
On September 2, 2026, the Company physically settled its then outstanding obligations under the 2025 Underwritten Forward Sale Agreements by delivering an aggregate of 11,145,984 shares of Common Stock in exchange for total cash proceeds of approximately $913 million. After such settlement, the Company has no outstanding obligations under any of the 2025 Underwritten Forward Sale Agreements.
The Company also has underwritten forward sale agreements outstanding that were executed by the Company with several counterparties on May 5, 2026, in connection with the registered underwritten offering of $2.175 billion relating to an aggregate of 19,247,788 shares of the Company Common Stock.



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: September 2, 2026







Source: View Original Filing on SEC EDGAR

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