Fortis prices $1.0B junior subordinated notes due 2057

Fortis Inc. (FTS) announced the pricing of a public debt offering of US$1.0 billion in fixed-to-fixed rate junior subordinated notes under its short form base shelf prospectus and Form F-10 registration statement.

Rhea-AI Filing Summary

Fortis Inc. (FTS) announced the pricing of a public debt offering of US$1.0 billion in fixed-to-fixed rate junior subordinated notes under its short form base shelf prospectus and Form F-10 registration statement. The offering consists of US$500 million of 6.625% notes due March 30, 2057 and US$500 million of 6.875% notes due March 30, 2057.

The notes are being sold on a firm commitment basis through a syndicate of underwriters co-led by Morgan Stanley, MUFG, Wells Fargo Securities and BofA Securities, with additional dealers in Canada and the United States. Closing is expected on September 21, 2026, subject to customary conditions, and Fortis expects to use the net proceeds to repay maturing indebtedness and for general corporate purposes.

Fortis describes itself as a diversified North American regulated electric and gas utility company with 2025 revenue of $12 billion and total assets of $79 billion as at June 30, 2026, serving customers in five Canadian provinces, ten U.S. states and the Cayman Islands.

Filing Explained

The September 9, 2026 Form 6-K incorporates its pricing exhibit into Fortis’ Form F-10 registration statement from the furnishing date, updating the offering record without changing the notes’ stated status: closing remains expected on September 21, 2026, subject to conditions.

Key Figures

Notes Tranche 1 Size: US$500 million aggregate principal amount Notes Tranche 2 Size: US$500 million aggregate principal amount Total Notes Offering: US$1.0 billion aggregate principal amount +5 more

8 metrics

Notes Tranche 1 Size US$500 million aggregate principal amount 6.625% fixed-to-fixed rate junior subordinated notes due March 30, 2057

Notes Tranche 2 Size US$500 million aggregate principal amount 6.875% fixed-to-fixed rate junior subordinated notes due March 30, 2057

Total Notes Offering US$1.0 billion aggregate principal amount Combined size of the two junior subordinated note tranches

Coupon Rate Tranche 1 6.625% Fixed-to-fixed rate junior subordinated notes due March 30, 2057

Coupon Rate Tranche 2 6.875% Fixed-to-fixed rate junior subordinated notes due March 30, 2057

Maturity Date March 30, 2057 Stated maturity of both junior subordinated note tranches

Revenue $12 billion Fortis revenue for 2025

Total Assets $79 billion Total assets as at June 30, 2026

Key Terms

fixed-to-fixed rate junior subordinated notes, short form base shelf prospectus, Form F-10, Designated News Release, +2 more

6 terms

fixed-to-fixed rate junior subordinated notes financial

"priced a public offering of US$500 million aggregate principal amount of 6.625% fixed-to-fixed rate junior subordinated notes"

A fixed-to-fixed rate junior subordinated note is a loan-like security that pays a set interest rate for an initial period and then switches to a different set interest rate for a later period, with both rates fixed. It ranks below senior debt in a company’s repayment order, so it offers higher yields to compensate for greater risk; investors should care because it affects expected income and how quickly they would be repaid if the issuer faces financial trouble—think of holding a higher step on a repayment ladder with predictable but riskier payments.

short form base shelf prospectus regulatory

"prospectus supplement dated December 9, 2024 to Fortis' short form base shelf prospectus dated December 9, 2024"

A short form base shelf prospectus is a pre-approved, reusable document that lets a company register a pool of securities (like stocks or bonds) it can sell over time without repeating a full disclosure process each time. Think of it as a menu the company files once so it can quickly offer items from that menu later; investors care because it speeds up capital raises, can dilute existing holdings, and signals the company’s ability to access funding when needed.

Form F-10 regulatory

"filed ... with the U.S. Securities and Exchange Commission as part of an effective registration statement on Form F-10"

Form F-10 is a standardized prospectus document filed with Canadian securities regulators when a Canadian company offers shares or other securities to the public. It lays out the company’s business, financial results, management, and risks—like a detailed product label that helps investors compare what they’re buying and understand potential downsides. For investors, the form matters because it provides the core information needed to evaluate the safety, value and terms of a public securities offering.

Designated News Release regulatory

"This news release constitutes a "Designated News Release" incorporated by reference in the prospectus supplement"

A designated news release is an official company announcement labeled and distributed as the formal disclosure of important information through approved channels. Investors pay attention because it is the authoritative source that triggers regulatory obligations and ensures everyone receives the same facts at the same time, reducing confusion and often influencing share prices—like a formal public notice versus an informal comment.

firm commitment basis financial

"The Offering is being made on a firm commitment basis through a syndicate of underwriters"

An agreement in which an underwriter agrees to buy an entire new stock or bond offering from a company and then resell it to the public, taking full responsibility for any unsold shares. Think of the underwriter as a store that buys all the inventory up front: this guarantees the company gets the money and gives investors certainty the deal will happen, while the underwriter’s risk and pricing choices can affect short‑term share availability and price stability.

forward-looking information regulatory

"Fortis includes forward-looking information in this media release within the meaning of applicable Canadian securities laws"

Forward-looking information are predictions, plans, estimates or expectations about a company’s future performance, results or events, such as sales forecasts, project timelines, or anticipated costs. It matters to investors because these statements guide expectations but rely on assumptions and uncertain factors—like a weather forecast for a business—so investors should treat them as informed guesses rather than guarantees and consider the risks and possible changes behind the numbers.

Offering Details

shelf

Offering

Offering Type shelf

Use of Proceeds Net proceeds are expected to be used to repay maturing indebtedness and for general corporate purposes.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt securities is Fortis Inc. (FTS) offering in this 6-K announcement?

Fortis is offering US$500 million of 6.625% fixed-to-fixed rate junior subordinated notes due March 30, 2057 and US$500 million of 6.875% fixed-to-fixed rate junior subordinated notes due March 30, 2057, for total aggregate principal of US$1.0 billion.

What will Fortis Inc. (FTS) use the US$1.0 billion notes proceeds for?

Fortis expects to use the net proceeds from the US$1.0 billion notes offering to repay maturing indebtedness and for general corporate purposes, as stated in the announcement.

When is the Fortis Inc. (FTS) junior subordinated notes offering expected to close?

The junior subordinated notes offering is expected to close on September 21, 2026, subject to the satisfaction of customary closing conditions, according to Fortis.

Who are the main underwriters for Fortis Inc.’s (FTS) junior subordinated notes?

The offering is co-led by Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Wells Fargo Securities, LLC and BofA Securities, Inc., with additional underwriters including affiliates such as BMO Capital Markets, CIBC World Markets, RBC Capital Markets, Scotia Capital, TD Securities and others.

How large is Fortis Inc. (FTS) based on revenue and assets mentioned in the filing?

Fortis reports 2025 revenue of $12 billion and total assets of $79 billion as at June 30, 2026, highlighting its scale as a diversified North American regulated electric and gas utility company.

Where can investors access the Fortis Inc. (FTS) prospectus documents for this notes offering?

The short form base shelf prospectus and prospectus supplement will be accessible within two business days on www.sedarplus.ca, and copies may be obtained without charge from the named underwriters via the toll-free numbers provided.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/10/2026 - 06:05 AM Accepted by SEC EDGAR 09/09/2026 - 07:11 PM Learn about SEC filing dates

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934

For the month of September, 2026

Commission File Number 001-37915

Fortis Inc.

(Translation of registrant’s name into English)

Fortis Place, Suite 1100
5 Springdale Street
St. John's, Newfoundland and Labrador
Canada, A1E 0E4

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ¨     Form 40-F x

INCORPORATION BY REFERENCE

The exhibit to this report on Form 6-K is hereby incorporated by reference into the registrant’s Registration Statement on Form F-10 (File No. 333-283687), and is made part thereof and an exhibit thereto from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBITS

Exhibit No.		Description
99.1		Fortis Inc. Press Release, dated September 9, 2026.

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, thereunto duly authorized.

	Fortis Inc.
Date: September 9, 2026	By:	/s/ James R. Reid
		Name:	James R. Reid
		Title:	Executive Vice President, Sustainability and Chief Legal Officer

Exhibit 99.1

 

St. John's, NL – September 9, 2026

FORTIS INC. ANNOUNCES PRICING OF FIXED-TO-FIXED RATE JUNIOR SUBORDINATED NOTES

The Base Shelf Prospectus is accessible, and the Prospectus Supplement and any Amendment to the Documents will be accessible through SEDAR+ within two business days.

This news release constitutes a "Designated News Release" incorporated by reference in the prospectus supplement dated December 9, 2024 to Fortis' short form base shelf prospectus dated December 9, 2024.

Fortis Inc. ("Fortis" or the "Corporation") (TSX/NYSE: FTS) announced today that it has priced a public offering (the "Offering") of US$500 million aggregate principal amount of 6.625% fixed-to-fixed rate junior subordinated notes due March 30, 2057 and US$500 million aggregate principal amount of 6.875% fixed-to-fixed rate junior subordinated notes due March 30, 2057 (collectively, the "Notes").

The Notes will be issued pursuant to a prospectus supplement (the "Prospectus Supplement") to a short form base shelf prospectus dated December 9, 2024 (the "Base Shelf Prospectus"), filed with the securities regulatory authorities in each of the provinces of Canada and with the U.S. Securities and Exchange Commission as part of an effective registration statement on Form F-10.

The Offering is being made on a firm commitment basis through a syndicate of underwriters co-led by Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Wells Fargo Securities, LLC and BofA Securities, Inc. (collectively, the "Joint Bookrunners"), and BMO Capital Markets Corp., CIBC World Markets Corp., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, National Bank of Canada Financial Inc., Academy Securities, Inc. and Desjardins Securities Inc. (together with the Joint Bookrunners, the "Underwriters"), pursuant to an underwriting agreement entered into earlier today by the Corporation and the Underwriters. The Offering in Canada is being made through the affiliates of the Underwriters that are permitted under applicable securities laws to offer and sell the Notes in each of the provinces of Canada. The Offering is expected to close on September 21, 2026 subject to the satisfaction of customary closing conditions.

Fortis expects to use the net proceeds of the Offering to repay maturing indebtedness and for general corporate purposes.

Access to the Prospectus Supplement, the Base Shelf Prospectus and any amendment to the documents is provided in accordance with Canadian securities legislation relating to procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment. The Base Shelf Prospectus, as supplemented by the Prospectus Supplement, will be accessible within two business days on www.sedarplus.ca. An electronic or paper copy of the Prospectus Supplement, the Base Shelf Prospectus and any amendment to the documents may be obtained, without charge, from Morgan Stanley & Co. LLC toll-free at 866.718.1649, MUFG Securities Americas Inc. toll-free at 877.649.6848, Wells Fargo Securities, LLC toll-free at 800.645.3751 or BofA Securities, Inc. toll-free at 800.294.1322, or from Morgan Stanley Canada Limited at 416.943.8400, MUFG Securities (Canada), Ltd. at 877.649.6848, Wells Fargo Securities Canada, Ltd. at 416.775.2038 or Merrill Lynch Canada Inc. at 800.294.1322 by providing the contact with an email address or address, as applicable.

This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes, in any state or jurisdiction where such offer, solicitation or sale would be unlawful prior to the registration or qualification under the applicable securities laws of such state or jurisdiction.

About Fortis

Fortis is a diversified leader in the North American regulated electric and gas utility industry with 2025 revenue of $12 billion and total assets of $79 billion as at June 30, 2026. The Corporation's 9,900 employees serve utility customers in five Canadian provinces, ten U.S. states and the Cayman Islands.

Fortis' shares are listed on the TSX and NYSE and trade under the symbol FTS. Additional information can be accessed at www.sedarplus.ca, or www.sec.gov.

Forward-Looking Information

Fortis includes forward-looking information in this media release within the meaning of applicable Canadian securities laws and forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 (collectively referred to as "forward-looking information"). Forward-looking information reflects expectations of Fortis management regarding future growth, results of operations, performance and business prospects and opportunities. Wherever possible, words such as anticipates, believes, budgets, could, estimates, expects, forecasts, intends, may, might, plans, projects, schedule, should, target, will, would and the negative of these terms and other similar terminology or expressions have been used to identify the forward-looking information, which includes, without limitation, the Corporation's expected use of the net proceeds from the Offering and the expected closing date of the Offering.

Forward-looking information involves significant risks, uncertainties and assumptions. Certain material factors or assumptions have been applied in drawing the conclusions contained in the forward-looking information. Fortis cautions readers that a number of factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking information. These factors should be considered carefully and undue reliance should not be placed on the forward-looking information. For additional information with respect to certain of these risks or factors, reference should be made to the continuous disclosure materials filed by the Corporation from time to time on SEDAR+ and EDGAR. The Corporation disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

For more information, please contact

Investor Enquiries: Ms. Stephanie Amaimo
Vice President, Investor Relations Fortis Inc.
248.946.3572 investorrelations@fortisinc.com Media Enquiries: Ms. Karen McCarthy Vice President, Communications & Government Relations Fortis Inc. 709.737.5323 media@fortisinc.com

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 13.1 KB