The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MAY 14, 2026
P R O S P E C T U S
Puget Energy, Inc.
Offers to exchange
the exchange notes set forth below
registered under the Securities Act of 1933, as amended
for any and all of its corresponding outstanding original notes
that were issued and sold in a transaction exempt from registration
under the Securities Act of 1933, as amended
| Exchange Notes |
Original Notes | |
| $450,000,000 7.000% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056, Series A (CUSIP No. 745310 AS1) |
$450,000,000 7.000% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056, Series A (CUSIP Nos. 745310 AR3 and U74592 AH6) | |
| $450,000,000 7.250% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056, Series B (CUSIP No. 745310 AU6) |
$450,000,000 7.250% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056, Series B (CUSIP Nos. 745310 AT9 and U74592 AJ2) |
Puget Energy, Inc. (“we,” “us,” “our,” “Puget Energy,” or the “Company”), a Washington corporation, hereby offers to exchange, upon the terms and conditions set forth in this prospectus and the accompanying letter of transmittal, (i) up to $450 million in aggregate principal amount of its 7.000% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056, Series A, which we refer to as the “Series A exchange notes,” for the same principal amount of its outstanding 7.000% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056, Series A, which we refer to as the “Series A original notes” and (ii) up to $450 million in aggregate principal amount of its 7.250% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056, Series B, which we refer to as the “Series B exchange notes,” and together with the Series A exchange notes, the “exchange notes” for the same principal amount of its outstanding 7.250% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056, Series B, which we refer to as the “Series B original notes,” and together with the Series A original notes, the “original notes.” We refer to the original notes and the exchange notes, collectively, as the “Notes,” the Series A exchange notes and Series A original notes, collectively, as the “Series A Notes” and the Series B exchange notes and Series B original notes, collectively, as the “Series B Notes.” The original notes are and the exchange notes will be unsecured junior subordinated obligations and will rank junior in right of payment to all of our senior indebtedness. In addition, the Notes are structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables debt and preferred stock, if any, incurred or issued by our subsidiaries. The terms of the exchange notes are substantially identical to the terms of the original notes, except that the exchange notes will generally be freely transferable and do not contain certain terms with respect to registration rights and liquidated damages. We will issue the exchange notes under the indenture governing the original notes. For a description of the principal terms of the exchange notes, see “Description of Notes.”
Each of the exchange offers will expire at 5:00 p.m. New York City time, on , 2026, unless we extend the offer(s). At any time prior to the applicable expiration date, you may withdraw your tender of any original notes; otherwise, such tender is irrevocable. We will receive no cash proceeds from the exchange offers.
The exchange notes constitute a new issue of securities for which there is no established trading market. Any original notes not tendered and accepted in the exchange offers will remain outstanding. To the extent original notes are tendered and accepted in the exchange offers, your ability to sell untendered, and tendered but unaccepted, original notes could be adversely affected. Following consummation of the exchange offers, the original notes will continue to be subject to their existing transfer restrictions and we will generally have no further obligations to provide for the registration of the original notes under the Securities Act of 1933, as amended (the “Securities Act”). We cannot guarantee that an active trading market will develop or give assurances as to the liquidity of the trading market for either the original notes or the exchange notes. We do not intend to apply for listing of either the original notes or the exchange notes on any exchange or market.
We are not asking you for a proxy and you are requested not to send us a proxy. You do not have dissenters’ rights of appraisal in connection with the exchange offers. See “The Exchange Offers—Absence of Dissenters’ Rights of Appraisal.”
Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offers must acknowledge that it will deliver a prospectus in connection with any resale of its exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer for a period of 180 days following the consummation of the exchange offers (or until such broker-dealer is no longer required to deliver a prospectus) in connection with resales of exchange notes received in exchange for notes where the notes were acquired by the broker-dealer as a result of market-making activities or other trading activities. See “Plan of Distribution.”
Investing in the exchange notes involves certain risks. Please read “Risk Factors” beginning on page 11 of this prospectus.
This prospectus and the letter of transmittal are first being mailed to all holders of the original notes on or about , 2026.
Neither the Securities and Exchange Commission (the “SEC” or the “Commission”) nor any state securities commission has approved or disapproved of the exchange notes or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2026.
