UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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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 ☐
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Item 8.01 Other Events.
As previously disclosed, Entergy Corporation (the “Company”) is a party to the Equity Distribution Sales Agreement, dated January 11, 2021, as amended and supplemented by the First Amendment to Equity Distribution Sales Agreement, dated May 6, 2024 (as so amended and supplemented, the “Sales Agreement”), with BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC, as sales agents and as forward sellers, and Bank of America, N.A., BNP Paribas, Citibank, N.A., Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, New York Branch, Mizuho Markets Americas LLC (with Mizuho Securities USA LLC acting as agent), Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, The Bank of Nova Scotia and Wells Fargo Bank, National Association, as forward purchasers (the “Forward Purchasers”), relating to an at the market equity distribution program relating to shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) having an aggregate gross sales price of up to $4,000,000,000. In connection with the Sales Agreement, the Company entered into master forward confirmations executed by and between the Company and certain of the Forward Purchasers on January 11, 2021, and by and between the Company and certain of the Forward Purchasers on May 6, 2024 (each a “Master Forward Confirmation”). Pursuant to the Master Forward Confirmations with each of BNP Paribas, Bank of America, N.A., Mizuho Markets Americas LLC and The Bank of Nova Scotia, between January 2, 2024, and June 27, 2024, the Company entered into six supplemental confirmations, each of which was supplemented by a separate Notice of Calculation Agent Adjustment to Issuer Share Forward Sale Transaction dated December 13, 2024 (collectively, as so supplemented the “Forward Sale Agreements”). See Note 5 to the financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, for more information relating to the Forward Sale Agreements.
On May 13, 2025, the Company physically settled all of its obligations under the Forward Sale Agreements by delivering an aggregate of 15,560,474 shares of Common Stock in exchange for total cash proceeds of approximately $806 million. The forward sale prices used to determine the cash proceeds received by the Company under the Forward Sale Agreements were calculated pursuant to the terms of the Forward Sale Agreements. As of May 13, 2025, after the settlement of its obligations under the Forward Sale Agreements, the Company has outstanding forward sale agreements relating to 30,160,621 shares of Common Stock, which if physically settled at May 13, 2025, would result in proceeds to the Company of approximately $2.3 billion.
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.
Entergy Corporation | |||||
By: /s/ Barrett E. Green | |||||
Barrett E. Green Vice President and Treasurer | |||||
| Dated: May 13, 2025 | |||||