Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On February 26, 2026, Eversource Energy issued (i) $750,000,000 aggregate principal amount of its Junior Subordinated Notes, Series A, Due 2056 (the “Series A Notes”) and (ii) $750,000,000 aggregate principal amount of its Junior Subordinated Notes, Series B, Due 2056 (the “…
Filed Feb 26, 2026Accepted Feb 26, 2026, 11:41 AM ESTCIK 72741Accession 0001104659-26-020565
Eversource (NYSE: ES), celebrated as a national leader for its corporate citizenship, is recognized as the #1 U.S. utility on TIME’s List of World’s Best Companies for 2024. Eversource transmits and delivers electricity and natural gas and supplies water to approximately 4.6 million customers in Connecticut, Massachusetts and New Hampshire. The #1 Energy Efficiency Provider in the Nation, Eversource harnesses the commitment of more than 10,000 employees across three states to build a single, united company around the mission of safely delivering reliable energy and water with superior customer service. The company is empowering a clean energy future in the Northeast, with nationally recognized energy efficiency solutions and successful programs to integrate new clean energy resources like a first-in-the-nation networked geothermal pilot project, solar, offshore wind, electric vehicles and battery storage, into the electric system. For more information, please visit eversource.com, and follow us on X, Facebook, Instagram, and LinkedIn. For more information on our water services, visit aquarionwater.com.
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Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On February 26, 2026,
Eversource Energy issued (i) $750,000,000 aggregate principal amount of its Junior Subordinated Notes, Series A, Due 2056 (the
“Series A Notes”) and (ii) $750,000,000 aggregate principal amount of its Junior Subordinated Notes, Series B,
Due 2056 (the “Series B Notes” and together with the Series A Notes, the “Notes”), pursuant to an Underwriting
Agreement, dated February 23, 2026, among Eversource Energy and Barclays Capital Inc., BofA Securities, Inc., Citigroup Global
Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and MUFG Securities Americas Inc., as representatives of
the underwriters named therein (the “Underwriting Agreement”).
The Notes are Eversource
Energy’s unsecured obligations. The Series A Notes were issued under the First Supplemental Indenture, dated as of
February 1, 2026, between Eversource Energy and The Bank of New York Mellon Trust Company, N.A. (the “First Supplemental
Indenture”), supplementing the Junior Subordinated Note Indenture between Eversource Energy and The Bank of New York Mellon
Trust Company, N.A., dated as of February 1, 2026 (the “Indenture”). The Series B Notes were issued under the
Second Supplemental Indenture, dated as of February 1, 2026, between Eversource Energy and The Bank of New York Mellon Trust
Company, N.A. (the “Second Supplemental Indenture”), supplementing the Indenture. The Indenture, the First Supplemental
Indenture and the Second Supplemental Indenture, and the terms of the Notes are further described under "Description of the
Junior Subordinated Notes" in the prospectus supplement of Eversource Energy dated February 23, 2026, together with the
related prospectus dated February 20, 2026.
The foregoing summaries
of the Underwriting Agreement, the Indenture, the First Supplemental Indenture, and the Second Supplemental Indenture do not purport
to be complete and are qualified in their entirety by references to such documents. The Underwriting Agreement, the Indenture, the
First Supplemental Indenture, and the Second Supplemental Indenture are filed hereto as Exhibits 1.1, 4.1, 4.2 and 4.3,
respectively.
A copy of the opinion of Ropes & Gray
LLP relating to the validity of the Notes is filed as Exhibit 5.1 hereto. A copy of the opinion of Ropes & Gray LLP relating
to certain U.S. federal income tax matters is filed as Exhibit 8.1 hereto.
Filed exhibits (3)
EX-4.1 (by filename) tm267394d1_ex4-1.htm
EX-4.1
3
tm267394d1_ex4-1.htm
EXHIBIT 4.1
Exhibit 4.1
EVERSOURCE
ENERGY
and
THE BANK
OF NEW YORK mellon trust company, N.A., AS TRUSTEE
INDENTURE
Dated as of February 1, 2026
junior
SUBORDINATED NOTES
TABLE
OF CONTENTS
Page
ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 7
Section 101 Definitions 7
Section 102 Compliance Certificates and Opinions 14
Section 103 Form of Documents Delivered to Trustee 14
Section 104 Acts of Holders 15
Section 105 Notices, Etc., to Trustee and Company. 17
Section 106 …
EX-4.2
4
tm267394d1_ex4-2.htm
EXHIBIT 4.2
Exhibit 4.2
EVERSOURCE
ENERGY
and
THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
AS TRUSTEE
_______________________________
First
Supplemental Indenture
Dated as of February 1, 2026
Supplemental to the Indenture dated as of February 1,
2026
Junior Subordinated
Notes, Series A, Due 2056
Table
of Contents
Page
Article 1 Definitions 1
Article 2 Terms and Issuance of the Junior Subordinated Notes, Series A, Due 2056 4
Section 201. Issue of Series A Notes 4
Section 202. Stated Maturity 4
Section 203. Fo…
EX-4.3
5
tm267394d1_ex4-3.htm
EXHIBIT 4.3
Exhibit 4.3
EVERSOURCE
ENERGY
and
THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
AS
TRUSTEE
_______________________________
second
Supplemental Indenture
Dated as of February 1, 2026
Supplemental to the Indenture dated as of February 1,
2026
Junior Subordinated Notes, Series B, Due
2056
Table
of Contents
Page
Article 1 2
Definitions
Article 2 4
Terms and Issuance of the Junior Subordinated Notes, Series B, Due 2056
Section 201. Issue of Series B Notes 4
Section 202. Stated Maturity 4
Section 203. …