ENTERGY CORP /DE/ 8-K

What Happened

• Entergy Corporation filed an 8-K on February 20, 2026 announcing a Joinder to its existing Equity Distribution Sales Agreement that adds Barclays (Barclays Capital Inc. as agent/forward seller and Barclays Bank PLC as forward purchaser). The Joinder supplements the Program under which Entergy may sell shares of its common stock "at the market" through agents or via forward sale agreements.
• After prior sales under the Program, Entergy reports $1,657,982,431 of aggregate gross sales price remaining available for issuance under the Sales Agreement. The offering is made under Entergy’s effective Form S-3 (Reg. No. 333-289302) with a prospectus supplement dated February 20, 2026.

Key Details

• Joinder date: February 20, 2026; parties include Barclays Capital Inc. (agent/forward seller) and Barclays Bank PLC (forward purchaser).
• Remaining ATM capacity: $1,657,982,431 available for issuance under the Program.
• Company guidance: Entergy currently expects to issue approximately $4.4 billion of equity through 2029; about $1.9 billion is already contracted under forward sale agreements (including ~$346 million settled in February 2026).
• Mechanics: The Sales Agreement permits direct ATM sales and forward sale agreements where forward purchasers/affiliates borrow and sell shares to satisfy forward commitments.

Why It Matters

• This filing updates investors on Entergy’s capital-raising flexibility. The ATM program and forward sale arrangements are tools the company can use to issue equity over time; Entergy is not required to sell any shares and can pause the program at any time.
• The remaining ATM capacity (~$1.66B) and the company’s plan to raise ~$4.4B through 2029 are material for shareholders because new equity issuance can dilute existing holders and affect capital structure, while providing funding for operations, investments, or other corporate needs.
• The record of $1.9B already contracted (with recent settlements) shows portion of the plan is already executed, which may influence near-term dilution and financing expectations.