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8-KThe DealStrategic

Acquisition / Disposition · Reg FD Disclosure

Filed Jul 1, 2025 · 1y ago · Accession 0000065984-25-000074

Plain English

Material event — a significant development the company must disclose promptly.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date earliest event reported) July 1, 2025 Commission File Number Registrant, State of Incorporation or Organization, Address of Principal Executive Offices, Telephone Number, and IRS Employer Identification No. Commission File Number Registrant, State of Incorporation or Organization, Address of Principal Executive Offices, Telephone Number, and IRS Employer Identification No. 1-11299 ENTERGY CORPORATION 1-35747 ENTERGY NEW ORLEANS, LLC (a Delaware corporation) 639 Loyola Avenue New Orleans , Louisiana 70113 Telephone ( 504 ) 576-4000 (a Texas limited liability company) 1600 Perdido Street New Orleans , Louisiana 70112 Telephone ( 504 ) 670-3702 72-1229752 82-2212934 1-32718 ENTERGY LOUISIANA, LLC (a Texas limited liability company) 4809 Jefferson Highway Jefferson , Louisiana 70121 Telephone ( 504 ) 576-4000 47-4469646 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2.): ☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Registrant Title of Class Trading Symbol Name of Each Exchange on Which Registered Entergy Corporation Common Stock, $0.01 Par Value ETR New York Stock Exchange Common Stock, $0.01 Par Value ETR NYSE Texas       Entergy Louisiana, LLC Mortgage Bonds, 4.875% Series due September 2066 ELC New York Stock Exchange       Entergy New Orleans, LLC Mortgage Bonds, 5.0% Series due December 2052 ENJ New York Stock Exchange Mortgage Bonds, 5.50% Series due April 2066 ENO New York Stock Exchange 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 ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      ☐ Item 2.01. Completion of Acquisition or Disposition of Assets The information set forth under Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01 solely with respect to Entergy New Orleans, LLC, a Texas limited liability company (“Entergy New Orleans”) and majority-owned, indirect subsidiary of Entergy Corporation, a Delaware corporation (the “Company”). Item 7.01. Regulation FD Disclosure On July 1, 2025, the Company issued a press release announcing that Entergy New Orleans, Entergy Louisiana, LLC, a Texas limited liability company (“Entergy Louisiana”) and majority-owned, indirect subsidiary of the Company, and two separate affiliates of Bernhard Capital Partners Management, LP, a Delaware limited partnership (“Bernhard Capital Partners”), closed on the Transactions described in Item 8.01. The information set forth under Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01. The press release is attached hereto as Exhibit 99.1. The information contained in this Item 7.01 and Exhibit 99.1 shall be deemed “furnished” and not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. Item 8.01. Other Events As previously disclosed, in October 2023, each of Entergy New Orleans and Entergy Louisiana entered into separate Purchase and Sale Agreements (collectively, the “PSAs”) with respect to the sale of their respective regulated natural gas local distribution company businesses to two separate affiliates of Bernhard Capital Partners. Pursuant to the PSAs, Delta New Orleans Gas Company, LLC, a Delaware limited liability company (formerly known as Delta States Utilities NO, LLC), acquired Entergy New Orleans’ regulated natural gas local distribution company business serving customers in the Parish of Orleans, Louisiana (the “ENO Gas Business”), and Delta Capital Gas Company, LLC, a Delaware limited liability company (formerly known as Delta States Utilities LA, LLC), acquired Entergy Louisiana’s regulated natural gas local distribution company business serving customers in the Parish of East Baton Rouge, Louisiana (the “ELL Gas Business”) (such transactions, the “Transactions”). The Transactions closed on July 1, 2025. The base purchase price for the ENO Gas Business was $285.5 million, and the base purchase price for the ELL Gas Business was $198 million, in each case subject to certain adjustments. Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 99.1 Press Release, dated July 1, 2025, issued by Entergy Corporation 104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Entergy Corporation Entergy Louisiana, LLC Entergy New Orleans, LLC By: /s/ Marcus V. Brown Marcus V. Brown Executive Vice President and General Counsel Dated: July 1, 2025
Filing details
Ticker
ETR
CIK
65984
Form type
8-K
Filing date
Jul 1, 2025
Report date
Jul 1, 2025
Document
etr-20250701.htm
Size
280 KB