Entergy Corporation announces pricing of common stock offering with a forward component

NEW ORLEANS, March 17, 2025 /PRNewswire/ -- Entergy Corporation (NYSE:ETR) announced today the pricing of a registered underwritten offering of 15,568,863 shares of its common stock at a price to the public of $83.50 per share. Subject to certain conditions, all shares are expected to be borrowed by the forward counterparties (as defined below) (or their respective affiliates) from third parties and sold to the underwriters and offered in connection with the forward sale agreements described below. Morgan Stanley, BofA Securities, J.P. Morgan and Mizuho are acting as joint book-running managers and representatives for this offering. Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC are also acting as joint book-running managers for this offering. Closing of this offering is expected to occur on or about March 19, 2025.

In connection with the offering, Entergy entered into forward sale agreements with each of Morgan Stanley & Co. LLC, Bank of America, N.A., JPMorgan Chase Bank, National Association and Mizuho Markets Americas LLC (with Mizuho Securities USA LLC acting as agent) (the "forward counterparties") under which Entergy agreed to issue and sell to the forward counterparties an aggregate of 15,568,863 shares of its common stock. In addition, the underwriters of the offering have been granted a 30-day option to purchase up to an additional 2,335,328 shares of Entergy's common stock upon the same terms, solely to cover any over-allotments. If the underwriters exercise their over-allotment option, Entergy expects to enter into additional forward sale agreements with the forward counterparties with respect to the additional shares.

Settlement of the forward sale agreements is expected to occur on or prior to September 30, 2026. Entergy may, subject to certain conditions, elect cash settlement or net share settlement for all or a portion of its rights or obligations under the forward sale agreements.

If Entergy elects physical settlement of the forward sale agreements, it expects to use the net proceeds for general corporate purposes, which may include repayment of commercial paper, outstanding loans under Entergy's revolving credit facility or other debt.

The offering is being made pursuant to Entergy's effective shelf registration statement filed with the U.S. Securities and Exchange Commission (the "SEC"). The prospectus supplement and the accompanying base prospectus related to the offering will be available on the SEC's website at www.sec.gov. Copies of the prospectus supplement and the accompanying base prospectus relating to the offering may be obtained from the joint-book running managers for the offering as follows:

Morgan Stanley & Co. LLC

180 Varick St, 2nd Floor

New York, New York 10014

Attn: Prospectus Department

BofA Securities, Inc.

NC1-022-02-25

201 North Tryon Street

Charlotte, NC 28255-0001

Attn: Prospectus Department

Email: [email protected]

J.P. Morgan Securities LLC

c/o Broadridge Financial Solutions

1155 Long Island Avenue

Edgewood, NY 11717

Email: [email protected] and

[email protected]

Mizuho Securities USA LLC

1271 Avenue of the Americas 3rd Fl.,

New York, NY 10020

Attn: Equity Capital Markets

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which the offer, solicitation or sale of these securities would be unlawful prior to registration or qualification under the securities laws of any jurisdiction. The offering of these securities will be made only by means of a prospectus and a related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

About Entergy

Entergy Corporation is an integrated energy company engaged in electric power production, transmission and retail distribution operations. Entergy owns and leases a U.S. power generating fleet with approximately 24,000 megawatts of electric generating capacity. Entergy delivers electricity to approximately 3 million utility customers through its operating companies in Arkansas, Louisiana, Mississippi and Texas.

Entergy is traded on the New York Stock Exchange under the symbol ETR.

Forward-looking statements

This press release contains forward-looking statements regarding our planned offer and sale of common stock and the use of the net proceeds from any such sale. We cannot be sure that we will complete the offering or, if we do, on what terms we will complete it. Forward-looking statements are based on current beliefs and expectations and are subject to inherent risks and uncertainties. In addition, Entergy management retains broad discretion with respect to the allocation of net proceeds of the offering. The forward-looking statements speak only as of the date of release, and Entergy is under no obligation to, and expressly disclaims any such obligation to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

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SOURCE Entergy Corporation