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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): May 13, 2026
NSTAR ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
| Massachusetts |
1-02301 |
04-1278810 |
|
(State or other jurisdiction
of organization) |
(Commission File Number) |
(I.R.S. Employer
Identification No.) |
|
800 Boylston Street
Boston, Massachusetts |
02199 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (800) 286-5000
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 (see General Instruction
A.2. below):
| ¨ | 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 each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| None |
None |
None |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ¨
| Section 2 |
Financial Information |
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On May 13, 2026, NSTAR
Electric Company, doing business as Eversource Energy (“NSTAR Electric”), issued $350,000,000 aggregate principal amount of
its 4.650% Debentures due 2031 (the “2031 Debentures”) and $350,000,000 aggregate principal amount of its 5.200% Debentures
due 2036 (the “2036 Debentures” and, together with the 2031 Debentures, the “Debentures”) pursuant to an Underwriting
Agreement, dated May 11, 2026, among NSTAR Electric and Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, TD Securities
(USA) LLC, U.S. Bancorp Investments, Inc., and Wells Fargo Securities, LLC, as representatives of the several underwriters named
therein.
The Debentures were issued
under an indenture dated as of September 1, 1988, between NSTAR Electric (formerly Boston Edison Company) and The Bank of New York
Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (as successor to The Bank of New York, as successor
to Bank of Montreal Trust Company), as trustee. NSTAR Electric has registered its Debentures with the U.S. Securities and Exchange Commission
under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-3 (Commission File No. 333-286362-03).
The 2031 Debentures mature
on May 15, 2031 and bear interest at 4.650%, payable semi-annually on each May 15 and November 15, beginning on November 15,
2026. The 2036 Debentures mature on May 15, 2036 and bear interest at 5.200%, payable semi-annually on each May 15 and November 15,
beginning on November 15, 2026.
| Section 9 |
Financial Statements and Exhibits |
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
Number |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated May 11, 2026, among NSTAR Electric Company, doing business as Eversource Energy, and Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, TD Securities (USA) LLC, U.S. Bancorp Investments, Inc., and Wells Fargo Securities, LLC, as representatives of the several Underwriters named therein. |
| 4.1 |
|
Form of 4.650% Debenture due 2031. |
| 4.2 |
|
Form of 5.200% Debenture due 2036. |
| 5.1 |
|
Legal opinion of Ropes & Gray LLP relating to the validity of the Debentures. |
| 23.1 |
|
Consent of Ropes & Gray LLP (included in Exhibit 5.1). |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| |
NSTAR ELECTRIC COMPANY |
| |
(Registrant) |
| |
|
|
| May 13, 2026 |
By: |
/s/ Matthew P. Fallon |
| |
|
Matthew P. Fallon |
| |
|
Assistant Treasurer-Corporate Finance and Cash Management |