Hawaiian Electric (HE) weighs $400M 8-year senior unsecured notes offering

Rhea-AI Filing Summary

Hawaiian Electric Industries and its utility subsidiary Hawaiian Electric Company have begun a series of fixed income investor calls to explore a potential private offering of $400 million of 8-year senior unsecured notes, subject to market conditions.

The net proceeds of any notes issued would be intended to support Hawaiian Electric Company’s capital spending and to repay long-term or short-term debt, including its revolving credit facility and term loan that were used to finance or refinance capital expenditures. The notes would be sold in a private placement to qualified institutional buyers under Rule 144A and to certain non-U.S. persons under Regulation S and would not be registered under U.S. securities laws.

Insights

Credit and capital structure analyst

HEI explores $400M private notes to fund capex and refinance debt.

Hawaiian Electric Industries and Hawaiian Electric Company are marketing a potential $400 million 8-year senior unsecured notes offering to institutional investors. The transaction is private, using Rule 144A and Regulation S, and is explicitly subject to market conditions.

Proceeds from any issuance are intended for utility capital expenditures and repayment of existing long-term and short-term borrowings, including a revolving credit facility and term loan tied to prior capital spending. This points to balance sheet management rather than new expansion initiatives.

The actual impact depends on whether the deal prices, the final coupon and terms, and how much existing debt is refinanced versus net new borrowing. Those details would typically appear in a future offering memorandum or subsequent disclosures if the notes are successfully issued.

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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: September 8, 2025

Exact Name of Registrant			Commission			I.R.S. Employer
as Specified in Its Charter			File Number			Identification No.
Hawaiian Electric Industries, Inc.			1-8503			99-0208097
Hawaiian Electric Company, Inc.			1-4955			99-0040500

State of Hawaii

(State or other jurisdiction of incorporation)

 1001 Bishop Street, Suite 2900, Honolulu, Hawaii  96813 - Hawaiian Electric Industries, Inc. (HEI)

1099 Alakea Street, Suite 2200, Honolulu, Hawaii  96813 - Hawaiian Electric Company, Inc. (Hawaiian Electric)

(Address of principal executive offices and zip code)

 Registrant’s telephone number, including area code:

 (808) 543-5662 - HEI

(808) 543-7771 - Hawaiian Electric

  Not applicable

(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 12(b) of the Act:

Registrant			Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Hawaiian Electric Industries, Inc.			Common Stock, Without Par Value			HE			New York Stock Exchange

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 Rule12b-2 of the Securities Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

Hawaiian Electric Industries, Inc. ☐ Hawaiian Electric Company, Inc. ☐

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.

Hawaiian Electric Industries, Inc. ☐ Hawaiian Electric Company, Inc. ☐

Item 8.01 Other Events.

On September 8, 2025, Hawaiian Electric Industries, Inc. (“HEI”) and Hawaiian Electric Company, Inc. (“HECO”), a wholly-owned subsidiary of HEI, announced commencement of a series of fixed income investor calls. Subject to market conditions, a $400 million 8-year senior unsecured notes private offering pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and Regulation S by HECO may follow. The net proceeds of any such potential offering would be intended to support HECO’s financing of capital expenditures, repaying long-term debt and/or short-term debt, including its revolving credit facility and term loan, used to finance or refinance capital expenditures and/or reimburse funds used for the payment of capital expenditures.

This report does not constitute an offer to sell or a solicitation of an offer to buy any notes or any other security and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which, or to any persons to whom, such an offer, solicitation or sale would be unlawful.

If an offering were to occur, any notes would be offered and sold by means of a preliminary offering memorandum related to such offering to persons reasonably believed to be a qualified institutional buyer in accordance with Rule 144A under the Securities Act and to certain non-United States persons in offshore transactions in accordance with Regulation S under the Securities Act. The notes would not be registered under the Securities Act or the securities laws of any other jurisdiction and would not be offered or sold in the United States or to, or for the benefit of, U.S. persons absent registration under, or an applicable exemption from, the registration requirements of the Securities Act.

This Current Report on Form 8-K contains statements that relate to future events and expectations, including those relating to whether any potential offering proceeds or closes and the use of proceeds from any potential offering, and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those containing such words as “aim,” “ambition,” “anticipates,” “believes,” “could,” “develop,” “endeavors,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “outlook,” “plans,” “potential,” “projects,” “reach,” “seeks,” “sees,” “should,” “targets,” “will,” “working,” “would,” or other words of similar meaning. All statements by HEI and HECO (collectively, the “Registrants”) that reflect expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements. Forward-looking statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and changes in circumstances that are difficult to predict. Although the Registrants believe that the expectations reflected in any forward-looking statements are based on reasonable assumptions, they can give no assurance that these expectations will be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Additional information concerning factors that could cause actual results to differ materially from those projected in the forward-looking statements is contained in the Registrant’s filings with the Securities and Exchange Commission. The Registrants disclaim any obligation to update publicly any forward-looking statements, whether in response to new information, future events or otherwise, except as required by applicable law.

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SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized. The signature of the undersigned companies shall be deemed to relate only to matters having reference to such companies and any subsidiaries thereof.

HAWAIIAN ELECTRIC INDUSTRIES, INC.						HAWAIIAN ELECTRIC COMPANY, INC.
(Registrant)						(Registrant)
/s/ Scott T. DeGhetto						/s/ Paul K. Ito
Scott T. DeGhetto						Paul K. Ito
Executive Vice President and						Senior Vice President,
Chief Financial Officer						Chief Financial Officer and Treasurer
Date: September 8, 2025						Date: September 8, 2025

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FAQ

What financing transaction is Hawaiian Electric Industries (HE) considering in this 8-K?

Hawaiian Electric Industries is considering a $400 million private notes offering. The company and its utility subsidiary began fixed income investor calls regarding potential 8-year senior unsecured notes, to be sold privately to qualified institutional buyers and certain non-U.S. investors under Rule 144A and Regulation S.

How does Hawaiian Electric Industries (HE) plan to use proceeds from the potential $400 million notes?

Proceeds would support capital expenditures and repay existing debt. Hawaiian Electric Company intends to use net proceeds to finance or refinance utility capital spending and to repay long-term and short-term borrowings, including its revolving credit facility and term loan related to capital expenditures.

Is the proposed $400 million Hawaiian Electric Industries (HE) notes deal guaranteed to occur?

No, the notes offering is explicitly subject to market conditions. The company describes the transaction as a potential private offering, with no assurance it will proceed or close. Any actual sale would follow a preliminary offering memorandum and depend on investor demand and pricing.

Will the Hawaiian Electric Industries (HE) notes be registered with the SEC?

No, the proposed notes would not be registered under U.S. securities laws. Any securities would be offered under Rule 144A and Regulation S, and could not be sold in the United States or to U.S. persons without registration or an applicable exemption from Securities Act requirements.

Who can buy the potential Hawaiian Electric Industries (HE) senior unsecured notes?

The notes would target institutional and certain non-U.S. investors. Any offering would be made to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A and to certain non-United States persons in offshore transactions pursuant to Regulation S under the Securities Act.