Hawaiian Electric (NYSE: HE) sells $500M 6.000% senior notes due 2033

Rhea-AI Filing Summary

Hawaiian Electric Company, Inc., a subsidiary of Hawaiian Electric Industries, Inc., entered into a material financing agreement and issued $500 million aggregate principal amount of 6.000% Senior Notes due 2033. The notes were issued under an indenture with U.S. Bank Trust Company, National Association, as trustee, and were sold in a private offering relying on exemptions from Securities Act registration.

The notes mature on October 1, 2033, with cash interest paid semi-annually on April 1 and October 1, starting April 1, 2026. Net proceeds will be used to finance capital expenditures and to repay long-term and/or short-term debt, including the revolving credit facility and term loan, that financed capital projects.

Hawaiian Electric may redeem the notes before October 1, 2028 at 100% of principal plus a make-whole amount and accrued interest, and on or after that date at specified redemption prices plus accrued interest. The indenture includes covenants limiting certain liens and major corporate transactions, a change of control repurchase right at 101% of principal plus accrued interest, and customary events of default that can lead to acceleration of all amounts due.

Insights

Corporate credit and capital structure analyst

$500M 6% 2033 notes add long-term funding and refinance flexibility.

Hawaiian Electric Company, Inc. issued $500 million of 6.000% Senior Notes due 2033, creating a sizable new long-term liability but also securing fixed-rate funding. The notes were sold in a private offering and carry semi-annual cash interest payments starting April 1, 2026, which will increase ongoing interest expense but provide balance sheet duration.

The company states that net proceeds will be used to finance capital expenditures and to repay long-term and/or short-term debt, including its revolving credit facility and term loan that funded capital projects. This indicates a mix of new-money funding for future investments and refinancing of existing obligations, rather than purely additive leverage, although the filing does not quantify net debt changes.

Investor protections include covenants limiting certain liens and major transactions, a change of control triggering a repurchase offer at 101% of principal plus accrued interest, and customary events of default. An event of default allows the trustee or holders of at least 30% in aggregate principal amount of the notes to accelerate amounts due, while bankruptcy or insolvency would automatically accelerate the debt. These terms are typical for senior unsecured utility debt and frame the credit risk profile for this new issuance.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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 18, 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 1.01 Entry into a Material Definitive Agreement.

On September 18, 2025, Hawaiian Electric Industries, Inc. (“HEI”) (NYSE – HEI), the parent company of Hawaiian Electric Company, Inc. (“Hawaiian Electric”), announced that Hawaiian Electric issued $500 million aggregate principal amount of 6.000% Senior Notes due 2033 (the “Notes”). The Notes were issued pursuant to an indenture (the “Indenture”), dated as of September 18, 2025, by and between Hawaiian Electric and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Notes were offered and sold in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended. The Notes will mature on October 1, 2033. Interest is payable in cash semi-annually on April 1 and October 1 of each year, beginning on April 1, 2026.

The net proceeds of this offering will be used to finance capital expenditures, repay 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.

Hawaiian Electric may redeem the Notes, in whole or in part, at any time or from time to time prior to October 1, 2028 at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus a “make-whole” amount set forth in the Indenture, plus accrued and unpaid interest, if any, to, but not including, the redemption date.

On or after October 1, 2028, Hawaiian Electric may redeem the Notes, in whole or in part, at the redemption prices set forth in the Indenture plus accrued and unpaid interest, if any, to, but not including, the redemption date.

The Indenture contains covenants that limit the ability of Hawaiian Electric and its significant subsidiaries, as applicable, to, among other things, (1) create or incur liens on certain assets of Hawaiian Electric and its significant subsidiaries, and (2) merge, consolidate or sell all or substantially all of Hawaiian Electric’s assets. These covenants are subject to exceptions and qualifications set forth in the Indenture.

In the event of a change of control triggering event, Hawaiian Electric must offer to repurchase the Notes at a repurchase price equal to 101% of the aggregate principal amount thereof plus any accrued and unpaid interest, to, but not including, the repurchase date.

The Indenture also contains customary events of default, including (1) failure to make required payments, (2) failure to comply with certain covenants, (3) failure to pay certain other indebtedness, (4) certain events of bankruptcy and insolvency, and (5) failure to pay certain judgments.

An event of default under the Indenture allows either the Trustee or the holders of at least 30% in aggregate principal amount of the Notes, as applicable, issued under such Indenture to accelerate the amounts due under the Notes, or in the case of a bankruptcy or insolvency, will automatically cause the acceleration of the amounts due under the Notes.

The foregoing description of the Indenture is qualified in its entirety by reference to the full text of the Indenture, which is filed herewith as Exhibit 4.1 and incorporated herein by reference.

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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
4.1			Indenture, dated September 18, 2025, between Hawaiian Electric Company, Inc. and U.S. Bank Trust Company, National Association, as trustee.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 18, 2025						Date: September 18, 2025

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FAQ

What debt did Hawaiian Electric (HE) issue in this 8-K filing?

Hawaiian Electric Company, Inc. issued $500 million aggregate principal amount of 6.000% Senior Notes due 2033. These are senior unsecured notes issued under an indenture with U.S. Bank Trust Company, National Association, as trustee.

How will Hawaiian Electric use the $500 million senior notes proceeds?

The net proceeds are expected to be used to finance capital expenditures and to repay long-term and/or short-term debt, including the revolving credit facility and term loan that were used to finance or refinance capital expenditures or reimburse funds used for capital spending.

What are the key terms of Hawaiian Electrics 6.000% Senior Notes due 2033?

The notes bear interest at 6.000%, payable in cash semi-annually on April 1 and October 1, starting April 1, 2026, and will mature on October 1, 2033. They were offered and sold in reliance on exemptions from the registration requirements of the Securities Act of 1933.

Can Hawaiian Electric redeem the 6.000% Senior Notes before maturity?

Yes. Hawaiian Electric may redeem the notes, in whole or in part, at any time before October 1, 2028 at 100% of principal plus a make-whole amount and accrued interest. On or after October 1, 2028, it may redeem them at the redemption prices specified in the indenture plus accrued and unpaid interest.

What protections do noteholders have if there is a change of control at Hawaiian Electric?

If a change of control triggering event occurs, Hawaiian Electric must offer to repurchase the notes at a price equal to 101% of the aggregate principal amount, plus any accrued and unpaid interest to, but not including, the repurchase date.

What covenants and events of default are included in Hawaiian Electrics new indenture?

The indenture limits, among other things, the ability of Hawaiian Electric and certain subsidiaries to create or incur liens on certain assets or to merge, consolidate, or sell all or substantially all assets, subject to exceptions. It also provides customary events of default, including failures to pay amounts due, breaches of certain covenants, defaults on certain other indebtedness, specified bankruptcy or insolvency events, and failures to pay certain judgments, which can lead to acceleration of the notes.