PUGET ENERGY INC /WA 8-K

What Happened

• Puget Energy, Inc. announced on March 27, 2026 that it issued $900 million aggregate principal amount of junior subordinated notes in two series: $450 million of 7.000% Series A Notes and $450 million of 7.250% Series B Notes. Both series mature on September 15, 2056. The company filed a Junior Subordinated Indenture and a First Supplemental Indenture with Computershare Trust Company, N.A. as trustee and a related Registration Rights Agreement to permit later exchange for freely tradable notes.

Key Details

• Amounts and rates: $450M Series A at 7.000% (fixed through 9/15/2031, then resets to 5-yr Treasury + 2.961%, floor 7.000%); $450M Series B at 7.250% (fixed through 9/15/2036, then resets to 5-yr Treasury + 2.848%, floor 7.250%).
• Maturity and ranking: Both series mature 9/15/2056 and are unsecured junior subordinated obligations that rank below the company’s senior debt and equally with other junior indebtedness.
• Redemption and Change of Control: Company may redeem (subject to timing windows and certain prices); Change of Control redemption price is 101% of principal. Certain tax or rating-agency changes permit redemption at specified prices (100% or 102%).
• Use of proceeds and offering terms: Net proceeds are intended to pay down roughly $430M outstanding under its senior secured credit facility (maturing May 2027) and for general corporate purposes. Notes were offered to qualified institutional buyers under Rule 144A and to non-U.S. purchasers under Regulation S.

Why It Matters

• This filing creates a new, long-dated junior debt obligation totaling $900M (Item 2.03 — direct financial obligation). Because the notes are junior to existing senior debt, they increase the company’s overall leverage but sit behind senior lenders on the payment priority ladder. The proceeds will reduce short-term bank borrowings (about $430M) and refinance part of the company’s near‑term secured debt, which may affect Puget Energy’s interest expense profile and liquidity mix. The Registration Rights Agreement means holders can swap into tradable notes later; failure to timely register would cost Puget Energy additional interest (up to 1.00% per annum).