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ENTERGY ARKANSAS, LLC

For the period ended Dec 31, 2025. Filed Feb 19, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 19, 2026

ETR$111.79+1.1%Stored close · as of Nov 9, 2026

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Contents

Item 11. Executive Compensation

ENTERGY CORPORATION

Information concerning compensation earned by the directors and officers of Entergy Corporation is set forth in the 2026 Entergy Proxy Statement, to be filed in connection with the Annual Meeting of Shareholders to be held May 8, 2026, under the headings “Compensation Discussion and Analysis,” “Annual Compensation Programs Risk Assessment,” “Compensation Tables,” “Pay Ratio Disclosure,” and “2025 Non-Employee Director Compensation,” all of which information is incorporated herein by reference. In this section, Entergy Corporation is also referred to as “Entergy” or the “Company.”

ENTERGY ARKANSAS, ENTERGY LOUISIANA, ENTERGY MISSISSIPPI, ENTERGY NEW ORLEANS, AND ENTERGY TEXAS

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) describes the executive compensation policies, programs, philosophy, and decisions regarding the Named Executive Officers (“NEOs”) for 2025. It also explains how and why the Talent and Compensation Committee of Entergy Corporation’s Board of Directors arrived at the compensation decisions involving the NEOs in 2025, who were:

Name(1)Title
Marcus V. BrownExecutive Legal Advisor to the Chief Executive Officer
Kimberly Cook-NelsonExecutive Vice President and Chief Operating Officer
Haley R. FisackerlyPresident and Chief Executive Officer, Entergy Mississippi
Kimberly A. FontanExecutive Vice President and Chief Financial Officer, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas
Laura R. LandreauxPresident and Chief Executive Officer, Entergy Arkansas
Andrew S. MarshChair of the Board and Chief Executive Officer
Phillip R. May, Jr.President and Chief Executive Officer, Entergy Louisiana
Deanna D. RodriguezPresident and Chief Executive Officer, Entergy New Orleans
Eliecer ViamontesPresident and Chief Executive Officer, Entergy Texas

(1)Mr. Marsh and Mses. Cook-Nelson and Fontan hold the positions referenced above as executive officers of Entergy Corporation. Mr. Brown served as our Executive Vice President and General Counsel until December 1, 2025, on which date he transitioned to his current executive role in connection with a planned leadership transition and his planned retirement from the Company. Ms. Cook-Nelson served as our Executive Vice President and Chief Nuclear Officer until May 1, 2025, on which date she was promoted to her current role. No additional compensation was paid in 2025 to any of these officers for their service as NEOs of the Utility operating companies.

All of Entergy Arkansas’s, Entergy Louisiana’s, Entergy Mississippi’s, Entergy New Orleans’s, and Entergy Texas’s directors are employees of Entergy or its subsidiaries and do not receive any additional compensation for their services as director.

Entergy Corporation’s Compensation Principles and Philosophy

Entergy Corporation’s executive compensation programs are based on a philosophy of pay for performance aimed at achieving the Company’s strategy and business objectives. Entergy Corporation believes its executive compensation programs advance the interests of all of its stakeholders, as they are thoughtfully designed to:

Motivate and reward the achievement of results that are deemed by the Talent and Compensation Committee to be consistent with the overall goals and strategic direction that the Board has approved for the Company.

Attract and retain a highly experienced, engaged, qualified, and successful management team.

Create sustainable value for the benefit of all of Entergy Corporation’s stakeholders, including its customers, employees, communities, and owners.

Alignthe interests of Entergy Corporation’s executive officers with the Company’s long-term business strategy by tying equity-based awards to performance metrics designed to focus Entergy Corporation’s executives on driving continuous improvement in operational and financial results to the benefit of all stakeholders, including Entergy Corporation’s customers, employees, communities, and owners.

Compensation Best Practices

The Talent and Compensation Committee reviews Entergy’s executive compensation programs on an ongoing basis to evaluate whether they support the Company’s executive compensation principles and philosophy and are aligned with the interests of our stakeholders. The Company’s executive compensation practices include the following, each of which the Talent and Compensation Committee believes reinforces our executive compensation principles and philosophy:

PracticeDescription
Pay for PerformanceThe executive compensation programs are designed to yield pay outcomes that the Company believes are highly correlated with performance and support long-term value creation.
Annual and Long-Term Incentive Measures Drive Desired Employee BehaviorsPerformance measures for the annual and long-term incentive programs are designed to incentivize employee behaviors that serve the Company’s key stakeholders. Executive compensation is weighted toward long-term incentive (“LTI”) compensation.
Double Trigger Change-in-ControlThe Company requires both a change-in-control and an involuntary termination without cause or voluntary termination with good reason for cash severance payments and immediate vesting of unvested equity awards.
Long-Term Incentives Paid in StockAll long-term incentive awards are settled in shares of Entergy common stock.
Stock Ownership GuidelinesThe Company requires executive officers to own a significant amount of Entergy Corporation common stock.
Cap on Incentive Awards for OCE MembersThe maximum payout for members of the Office of the Chief Executive (“OCE”), which members include all of the NEOs, is capped at 200% of the target opportunity for the annual incentive and long-term Performance Unit Program (“PUP”) awards.
Rigorous GoalsThe Company sets financial goals based on externally disclosed annual and multi-year guidance and outlooks and non-financial goals based on a rigorous internal review. The Company uses a balance of absolute and relative performance measures in its incentive programs.
PracticeDescription
Clawback Policies Beyond Dodd-Frank RequirementsEntergy’s officers (as defined under Section 16 of the Exchange Act), including the NEOs, are subject to a recoupment policy that complies with and, in certain respects, goes beyond, the requirements of the SEC rules and NYSE Listing Standards for the recovery of any erroneously awarded performance-based incentive compensation. Additionally, all executive officers of Entergy and its subsidiaries, including the NEOs, are subject to a discretionary recoupment policy that allows for recovery of incentive compensation, including time-based awards, from an officer who engages in certain detrimental conduct. See “Policy for Recoupment of Compensation (Clawback Provisions)” for additional information about these policies.
No Hedging of Company StockDirectors, executive officers, and employees of Entergy and its subsidiaries may not directly or indirectly engage in transactions intended to hedge or offset the market value of the Company’s common stock owned by them.
No Pledging of Company StockDirectors and executive officers of Entergy and its subsidiaries may not directly or indirectly pledge Entergy common stock as collateral for any obligation.
No Excessive PerquisitesExecutive officers receive limited ongoing perquisites that make up a small portion of total compensation.
No Tax Gross-UpsThe Company does not provide tax gross-ups to the members of the OCE other than certain relocation benefits.
No Dividends on Unearned Performance AwardsThe Company does not pay dividends on unearned PUP awards.
No Repricing or Exchange of Underwater Stock OptionsThe Company’s equity incentive plan does not permit repricing or the exchange of underwater stock options without the approval of its shareholders.
No Employment AgreementsThe Company does not have employment contracts with its executive officers.
Independent Compensation ConsultantThe Talent and Compensation Committee retains an independent compensation consultant to advise on the executive compensation programs and practices.
Annual Say-on-PayThe Company values the input of its shareholders on the executive compensation programs and holds annual say-on-pay votes. The Talent and Compensation Committee carefully considers the results of the Company’s annual say-on-pay vote, on an advisory, non-binding basis, as part of its ongoing evaluation of the Company’s executive compensation decisions.
Annual Compensation Risk AssessmentA risk assessment of the compensation programs is performed on an annual basis to ensure that the programs and policies do not incentivize unnecessary or excessive risk-taking behavior.

What Entergy Corporation Pays and Why

How Entergy Corporation Makes Compensation Decisions

Role of the Talent and Compensation Committee

The Talent and Compensation Committee, which is composed solely of independent directors, determines the compensation for each member of the OCE and oversees the design and administration of Entergy’s executive compensation programs. Each year, the Talent and Compensation Committee reviews and considers a comprehensive assessment and analysis of the executive compensation programs, including the elements of each OCE member’s compensation, with input from the committee’s independent compensation consultant. When establishing the compensation programs for the NEOs, the Talent and Compensation Committee also considers input and recommendations from management, including Entergy’s Chief Executive Officer and Entergy’s Chief

Human Resources Officer, who attend the Talent and Compensation Committee meetings when requested by the committee. The Talent and Compensation Committee regularly conducts executive sessions without management present.

Role of the Independent Compensation Consultant

In 2025, the Talent and Compensation Committee continued to retain Pay Governance, LLC (“Pay Governance”) as its independent compensation consultant. Pay Governance attends all Talent and Compensation Committee meetings and provides advice, including through reviewing and commenting on market compensation data used as an input in establishing the compensation of the executive officers and Entergy Corporation’s directors, the terms and performance goals applicable to incentive program awards, the process for certifying achievement of the incentive goals, and analysis with respect to specific projects and information regarding trends and competitive practices. Pay Governance also meets with the Talent and Compensation Committee members without management present. The committee annually conducts an independence assessment of its advisors including the compensation consultant, consistent with applicable NYSE listing standards and SEC rules.

Competitive Positioning

Market Data for Compensation Comparison

Annually, the Talent and Compensation Committee reviews:

published and private compensation survey data analyzed and provided by Pay Governance;

both utility and general industry data to help determine total direct compensation (base salary, annual, and long-term incentive) for non-industry specific roles; and

data from utility companies to help determine total direct compensation for management roles that are utility-specific.

The Talent and Compensation Committee uses this survey data to develop compensation opportunities that are designed to deliver total direct compensation within a targeted range of approximately the 50 th percentile of the surveyed companies in the aggregate. In general, compensation levels for executive officers who are new to a position tend to be closer to the 25 th percentile of surveyed companies, while seasoned executive officers whose experience and skill set are viewed as critical to retain may be positioned at or above the market median within surveyed companies.

Compensation Peer Group

Although the survey data described above is the primary data used in benchmarking compensation, the Talent and Compensation Committee used compensation information from the companies included in the Philadelphia Utility Index to evaluate the overall reasonableness of the Company’s executive compensation programs and to determine relative total shareholder return (“Relative TSR”) performance levels for the 2025–2027 PUP. The Talent and Compensation Committee identified the Philadelphia Utility Index as the appropriate industry peer group for determining Relative TSR performance levels because the companies included in this index, in the aggregate, are viewed as comparable to the Company in terms of business and scale.

The Talent and Compensation Committee approved the 2025 compensation model and framework based on compensation information from the companies included in the Philadelphia Utility Index as of October 31, 2024, which were (in addition to Entergy):

AES CorporationConsolidated Edison Inc.Edison InternationalPinnacle West Capital Corporation
Ameren CorporationConstellation Energy CorporationEversource EnergyPublic Service Enterprise Group, Inc.
American Electric Power Co. Inc.Dominion EnergyExelon CorporationSouthern Company
American Water Works Company, Inc.DTE Energy CompanyFirstEnergy CorporationWEC Energy, Inc.
CenterPoint Energy Inc.Duke Energy CorporationNextEra Energy, Inc.Xcel Energy, Inc.

2025 Compensation Structure and Incentive Metrics

In 2025, the executive compensation programs consisted of base salary and annual and long-term incentives as outlined in the table below:

Compensation ElementFormObjectiveMetrics/Performance Period
Base SalaryCashProvides a base level of competitive cash compensation for executive talent.Adjustments consider individual performance
Annual Incentive Program AwardsCashMotivates and rewards executives for performance on key strategic measures during the year; incentivizes behaviors that serve the Company’s four stakeholders - customers, employees, communities, and owners.•ETR Adjusted EPS
•Adjusted FFO/Debt Ratio
•Safety
•Customer net promoter score (“NPS”)
•Talent, Culture and Commerce
Measured over a one-year performance period
2025–2027PUP Awards(60% of total LTI)EquityProvides market competitive compensation designed to retain skills and knowledge while increasing our executives’ ownership in the Company to further enhance their focus on driving continuous improvement in operational results to the benefit of all stakeholders. Designed to focus our executives on driving customer-centric utility growth, building long-term shareholder value, making progress toward quantitative environmental goals aligning with desired customer outcomes for clean energy, reliable operations, and reduced storm restoration costs and delivering positive outcomes for customers from capital investments relating to both the energy transition and environmental risks.•Relative TSR
•Environmental Stewardship, consisting of a resilience measure and a non-greenhouse gas generation achievement measure
Measured over a three-year performance period
Compensation ElementFormObjectiveMetrics/Performance Period
Stock Options(20% of total LTI)EquityEnhances management’s focus on driving continuous improvement in operational results to the benefit of all stakeholders. Designed to align interests of management with long-term shareholder value as demonstrated by increases in our share price, provide market competitive compensation, retain talent, and increase management’s ownership in the Company.Share price appreciation with three-year pro rata vesting
Restricted Stock(20% of total LTI)EquityEnhances management’s focus on driving continuous improvement in customer-centric operational results to the benefit of all stakeholders. Designed to provide market competitive compensation, retain talent, and increase management’s ownership in the Company.Service-based with three-year pro rata vesting

2025 Compensation Decisions

Base Salary

The salary for each NEO is based onthe outcome of an annual merit review, results of the annual market assessment of NEO compensation as provided by Pay Governance, the need to retain an experienced team, job promotion, individual performance, scope of responsibility, leadership skills, and behaviors, current compensation, and internal equity. The Talent and Compensation Committee considers changes in the base salaries of the NEOs at least annually and in connection with promotions, and in 2025, all of the NEOs received annual merit increases in their base salaries ranging from approximately 3.5% to 11%, which were effective April 1, 2025, and were based on the factors above. In addition, in May 2025, the base salary for Ms. Cook-Nelson was further increased as a result of her promotion from Executive Vice President and Chief Nuclear Officer to her current position of Executive Vice President and Chief Operating Officer, considering market data as well as the compensation received by the predecessor in her role. Additionally, the base salaries of each of Messrs. May and Viamontes and Ms. Landreaux were further increased effective August 3, 2025 in recognition of their performance in their positions over the past year and certain additional responsibilities and work assumed by each of them.

The following table sets forth the 2024 and 2025 annual base salaries for each of the NEOs, after adjusting for the annual merit increases and subsequent increases discussed above, as applicable:

Named Executive Officer2024 Base Salary2025 Base Salary
Marcus V. Brown$791,754$819,465
Kimberly Cook-Nelson(1)$660,000$745,000
Haley R. Fisackerly$458,019$474,050
Kimberly A. Fontan$706,250$748,625
Laura R. Landreaux(1)$430,983$470,000
Andrew S. Marsh$1,250,000$1,300,000
Phillip R. May, Jr.(1)$472,863$535,000
Deanna D. Rodriguez$375,924$389,081
Eliecer Viamontes(1)$418,077$465,000

(1) Following the annual merit increases and prior to their subsequent base salary increases in August 2025, the base salaries of Messrs. May and Viamontes and Ms. Landreaux were $494,142, $434,800, and $454,687, respectively. Following the annual merit increase and prior to her subsequent salary increase relating to her promotion to her current position in May 2025, the base salary of Ms. Cook-Nelson was $732,600.

Annual Incentive Compensation

The NEOs are eligible for annual incentive awards pursuant to the executive annual incentive program established under our 2019 Omnibus Incentive Plan (“2019 OIP”). The maximum funding available for the program is determined by a payout factor referred to as the Entergy Achievement Multiplier (“EAM”). Each year, after a review of the Company’s strategic plan, the Talent and Compensation Committee engages in a rigorous process to determine the performance measures and the minimum, target, and maximum performance goals for each measure that will be used to determine the EAM. The Talent and Compensation Committee also annually establishes target opportunities, as a percentage of base salary, for each member of the OCE, which includes all of the NEOs. The target opportunities for Mr. Marsh and Ms. Fontan were increased as compared to 2024 from 130% to 135% and from 85% to 90%, respectively, to align more closely with the market median due to their increased tenure in their roles and performance in their roles since their promotions to those roles in 2022. The target opportunity for Ms. Cook-Nelson was also increased from 75% to 80% as a result of her promotion to her current position, effective May 1, 2025. The 2025 target award opportunities for Messrs. Fisackerly, May, and Viamontes and Mses. Landreaux and Rodriguez, were increased by 5% as a result of their performance in their roles in 2024 and due to the increased responsibilities each of them assumed upon becoming members of the OCE in November 2024. The target opportunity for Mr. Brown remained at the same level as was established for 2024.

Each January, after the end of the fiscal year, the Finance and Talent and Compensation Committees jointly review the Company’s results, and the Talent and Compensation Committee determines the EAM based on the payout factor against the target for each performance measure goal. The Talent and Compensation Committee retains discretion to modify the EAM based on its assessment of the degree of management’s success in achieving the Company’s strategic objectives during the year, taking into account the business and operating environment.

Individual executive officer annual incentive awards are determined based on the Talent and Compensation Committee’s consideration of not only each executive officer’s role in executing the Company’s strategies and delivering the financial and operational performance achieved, but also the individual’s accountability for any challenges and achievements the Company experienced during the year.

2025 Annual Incentive Program Performance Measures and Methodology

The measures that the Talent and Compensation Committee approved to determine the EAM for 2025 were: ETR Adjusted EPS; Adjusted FFO/Debt Ratio; Safety; Customer NPS; and Talent, Culture, and Commerce, with ETR Adjusted EPS being the most heavily weighted at 60% and the remaining measures each weighted at 10%. The performance measures for the 2025 annual incentive program awards were determined by the Talent and Compensation Committee in December 2024, with the Talent, Culture, and Commerce measure and goals being finalized by the committee at its March 2025 meeting.

Minimum, target, and maximum performance goals were established for each of the measures, with no payout for results less than the designated minimum, a 25% payout opportunity for results at the minimum, a 100% payout opportunity for results at target, and a 200% payout opportunity for results equal to or exceeding the maximum. Payout opportunities for results between the minimum and target, and target and maximum performance achievement levels, respectively, were determined by straight line interpolation, with the EAM result being determined formulaically by the weighted average of the payouts determined for each of the performance measures.

Quantitative Performance Measures

All the performance measures used to determine the EAM except for the Talent, Culture and Commerce performance measure are purely quantitative measures. Following are summary descriptions of each of the quantitative performance measures, including the rationale for their selection and targets set for 2025:

MeasureRationaleGoal
ETR Adjusted EPSNon-GAAP measure, which is the earnings measure by which Entergy provides external guidance, adjusted to eliminate the effects of: (i) major storms, including the adjustment to total debt for pending securitizations; (ii) resolutions during the year of certain unresolved regulatory litigation matters; (iii) income tax law changes; and (iv) any adjustments to contributions to qualified and non-qualified pension investments or trusts related to post-retirement benefits that are elective and above or below plan assumptions (collectively, the “Pre-Determined Exclusions”)•Based on an objective financial measure that we and our investors consider to be important in evaluating our financial performance•Based on the same measure we use for internal and external financial reporting•Provides both discipline and transparency•Target performance was set above prior year actual performance and was set to equal management’s expectation for the Company’s Adjusted EPS as reflected in its financial plan, or $3.85 per share•Minimum performance (also set above prior year actual performance): $3.75 per share •Maximum performance: $3.95 per share
Adjusted FFO/Debt RatioNon-GAAP measure, which is the ratio of: (i) adjusted funds from operations calculated as consolidated operating cash flow adjusted for allowance for funds used during construction, working capital, 50% of interest on hybrid debt instruments, securitization regulatory charges, and the Pre-Determined Exclusions to (ii) total consolidated debt, excluding current and pending securitization debt and 50% of principal of hybrid debt instruments, in each case calculated to reflect rating agency treatment of interest and principal on Entergy’s junior subordinated debentures•Helps emphasize the importance of managing capital and operations and maintenance (“O&M”) spending, which directly impacts this metric•Key measure evaluated by credit rating agencies•Management of cash flows enables Entergy to strengthen its balance sheet, which reduces borrowing costs and supports affordability for customers•Target performance was set to equal 14.6%, which was believed to be a reasonable stretch goal because it exceeded the projected Adjusted FFO/Debt Ratio forecast as reflected in Entergy's financial plan•Minimum performance: 14.1%•Maximum performance: 15.1%
MeasureRationaleGoal
SafetyQuantitative measure based on Entergy's serious injury and fatality (“SIF”) count as defined by the Edison Electric Institute (“EEI”), Entergy’s Total Recordable Incident Rate (“TRIR”), Entergy's priority pole replacement and Entergy's vegetation trimming backlog, with the results of the SIF and TRIR sub-metrics each being weighted at 1/3 and the results of the remaining two sub-metrics each being weighted at 1/6 •SIF count is the number of Entergy employee and contractor serious injuries and fatalities over a one-year period, with employee and contractor targets and results are combined to arrive at reported results and one fatality automatically setting the sub-metric result to zero•TRIR is based on Occupational Safety and Health Administration reporting guidelines and measures the number of work-related injuries and illnesses per 100 full-time employees over a one-year period•Priority Pole Replacement is based on the number of high priority (“P1”) poles remaining in backlog for longer than six months at the end of the performance period•Vegetation Trimming Backlog is based on the reduction of overdue vegetation miles in backlog over the performance period•The SIF and TRIR goals support Entergy’s goal of maintaining a safe and incident-free workplace for all of our employees and contractors •TRIR is a target that can be impacted by everyone since not all employees are exposed to high energies that could lead to SIF events•Improvements in TRIR are associated with improvements in enterprise safety culture, which should contribute to a reduction in SIF events•The priority pole replacement and the vegetation trimming backlog sub-metrics were incorporated in 2025 because they directly impact public safety and system reliability, consistent with Entergy’s commitment to reducing risks and improving system performanceSIF count•Target performance was set at 2 SIFs, which equates to top quartile performance among electric utilities for 2025, as reported by the EEI•No payout if any fatalitiesTRIR•Target performance was set at 0.38, which represents an improvement from the 2024 result of 0.41 and equates to 2/3 of the distance between 2024 performance and top decile in EEI benchmarkingPriority Pole Replacement•Target performance was set to equal a monthly average of less than 10 high priority replacement poles in backlogVegetation Trimming Backlog•Target performance was set to equal a 5% reduction of vegetation trimming backlog
MeasureRationaleGoal
Customer NPSQuantitative measure based on a benchmark blind survey process for residential and business customers and a custom survey for large commercial and industrial (“C&I”) customers, with the final result determined based on a composite of relative quartile ranking for residential and business customers and a numerical score for large C&I customers, equally weighted•The blind survey of residential and business customers asks how likely they are to recommend Entergy, on a scale of 0 to 10•The NPS is the percentage of promoters (scores 9-10) less the percentage of detractors (scores of 6 or less)•A custom survey is used to determine large C&I NPS because a satisfactory benchmark survey is not available•Incentivizes actions that drive positive customer outcomes (as measured through customer feedback), including impacts on reliability improvements, responsiveness, price/ affordability and brand/ reputation•Signals overall health and loyalty of our customer relationshipsResidential and Business NPS•Target performance goals are designed to set a trajectory towards long-term, first quartile customer NPS among industry peers based on achievable near-term outcomes•For Residential NPS, target performance was set at a rank equating to the top of the second quartile•For Business NPS, target performance was set at a rank equating to first quartileLarge C&I NPS•Target performance was set at a one point improvement from the 2024 rank

Qualitative Performance Measure: Talent, Culture, and Commerce

The Talent, Culture, and Commerce measure is an overall qualitative assessment of talent, culture, and commerce outcomes determined by a combination of qualitative assessments and quantitative key performance indicators. Qualitative assessments include succession planning; leadership training; employee development; inclusion and organizational health programs; and programs on economic development and supply chain outreach. Quantitative key performance indicators are compared to external benchmarks and include voluntary regrettable turnover (i.e., voluntary termination of employees whose most recent performance rating is exceptional or exceeds); inclusive climate survey results; and local supplier managed spend.

The Talent, Culture, and Commerce measure was used in the annual incentive program because:

It reinforces Entergy’s commitment to offer a work environment that is welcoming to all and which allows us to attract and retain superb talent supporting the execution of Entergy’s strategy.

It rewards progress toward developing and retaining a workforce with a variety of backgrounds, experiences and perspectives and maintaining our commitment to hiring and retaining the most qualified employees.

It drives an engaged workforce, customer-centric service and solutions, enhancement of owner value, and community partnerships.

It supports Entergy’s efforts to incorporate local suppliers, which benefits the communities we serve and helps us build a stronger, healthier, and more resilient supply chain.

2025 Annual Incentive Program Target Performance Goal Considerations

In determining the targets for 2025, the Talent and Compensation Committee reviewed anticipated drivers and risks to the Company’s expectations for ETR Adjusted EPS and Adjusted FFO/Debt Ratio for 2025 as set forth in the Company’s financial plan, as well as factors driving the strong financial performance achieved in 2024. The Talent and Compensation Committee noted that the proposed targets for ETR Adjusted EPS reflected year-to-year growth in the core earnings measure underlying the annual incentive program target consistent with Entergy’s stated objective at the beginning of the year of steady, predictable growth in ETR Adjusted EPS at a compound annual rate greater than 8% estimated through 2028. The Talent and Compensation Committee also considered the potential impact of a wide range of identified risks and opportunities and confirmed that the annual incentive program targets for each of the performance measures reflected a reasonable balancing of such risks and opportunities and an appropriate degree of challenge. The goals were designed to be achievable, but also to require the strong coordinated performance of the management team.

2025 Annual Incentive Program Performance Assessment

In January 2026, the Finance and Talent and Compensation Committees jointly reviewed the Company’s financial and operational results and assessed management’s performance against the performance measures and goals described above in order to determine the EAM. The following table summarizes the annual incentive program performance goals and results for 2025:

Performance MeasurePerformance Goals and Results
Weighting · Minimum · Target · Maximum · 2025 Results · Payout Factor
ETR Adjusted EPS ($)(1)60%3.753.853.953.91156%
Adjusted FFO/Debt Ratio(2)10%14.1%14.6%15.1%15.2%200%
Safety(3)10%SIF: 4TRIR: 0.45P1 Poles: <20Veg. Miles: 3% (605)SIF: 2TRIR: 0.38P1 Poles:<10Veg. Miles: 5% (1,008)SIF: 1TRIR: 0.35P1 Poles: 0 + 1,200 P2 poles replacedVeg. Miles: 7% (1,411)SIF: 12TRIR: 0.46P1 Poles: 3Veg. Miles: 1,63050%
Customer NPS(4)10%Residential: 48 (2nd quartile)Business: 37 (2nd quartile)Large C&I: 49Residential: 25 (top of 2nd quartile)Business: 19 (1st quartile)Large C&I: 50Residential: 24 (1st quartile)Business: 15 (midway to top decile)Large C&I: 51Residential: 20 (1st quartile)Business: 14 (1st quartile)Large C&I: 55200%
Talent, Culture, & Commerce10%Qualitative assessment104%
EAM(5)100%149%

(1)ETR Adjusted EPS is a non-GAAP measure. See "What Entergy Corporation Pays and Why—2025 Compensation Decisions—2025 Annual Incentive Program Performance Measures and Methodology " for information regarding this non-GAAP financial measure.

(2)The Adjusted FFO/Debt Ratio, a non-GAAP measure, is the ratio of: (i) adjusted funds from operations calculated as consolidated operating cash flow adjusted for allowance for funds used during construction, working capital (including deferred fuel), securitization regulatory charges, 50% of interest on hybrid debt instruments and the Pre-Determined Exclusions to (ii) total consolidated debt, excluding current and pending securitization debt and 50% of principal of hybrid debt instruments, in each case calculated to reflect rating agency treatment of interest and principal on Entergy’s junior subordinated debentures.

(3)For 2025, the Safety measure calculation was based on four sub-metrics: Entergy’s SIF count as defined by the EEI; Entergy’s TRIR; Entergy’s priority pole replacement; and Entergy’s vegetation trimming backlog, with results of the SIF and TRIR sub-metrics being weighted at 1/3 each and the results of the remaining two sub-metrics being weighted at 1/6 each. The committees assessed management’s performance at below minimum (0%) on each of the SIF and TRIR sub-metrics, 100% of target on the priority replacement pole sub-metric, and 200% of target on the vegetation trimming backlog sub-metric, resulting in an overall payout factor of 50% for the Safety measure.

(4)For 2025, the Customer NPS measure was calculated based on equally weighted categories of residential, business and large C&I customer NPS scores.

(5)Reflects the EAM as a percentage of target and as calculated in accordance with the annual incentive program.

In assessing the Talent, Culture, and Commerce measure, the committees performed a qualitative assessment of management’s performance in the areas of talent, culture and commerce, informed by certain key performance indicators and quantitative measures described above. In evaluating talent-related outcomes, which were collectively weighted at 40% of the Talent, Culture, and Commerce measure, the committees assessed management's performance at 153% of target on voluntary turnover of highly rated employees and 100% of target on succession planning, leadership training, and employee development initiatives. In evaluating culture-related outcomes, which were collectively weighted at 40% of the Talent, Culture, and Commerce measure, the committees assessed management's performance at 25% of target on the Company’s inclusive climate score and 100% of target on inclusion and organizational health initiatives. In evaluating commerce-related outcomes, which were collectively weighted at 20% of the Talent, Culture, and Commerce measure, the committees assessed management's performance at 155% of target on local supplier managed spend and 125% of target on economic development and supply chain outreach initiatives. This resulted in an assessment of 104% of target overall for the Talent, Culture, and Commerce performance measure.

To determine the individual NEO annual incentive program awards, the Talent and Compensation Committee considered individual performance in executing on the Company’s strategies, including its large customer growth strategy, and delivering the strong financial performance and operational successes achieved in 2025, as well as the executive’s success in achieving individual goals within the executive’s scope of responsibilities. With these considerations in mind, the Talent and Compensation Committee approved the following annual incentive payouts to each of the NEOs, ranging from 149% to 155% of target.

Named Executive OfficerYear-End Base SalaryTarget as Percentage of Year-End Base Salary2025 Target Award(1)Payout as Percentage of Target(1)2025 AnnualIncentive Award
Marcus V. Brown$819,46580%$655,572149%$976,802
Kimberly Cook-Nelson$745,00080%$596,000149%$864,920
Haley R. Fisackerly$474,05060%$284,430155%$440,867
Kimberly A. Fontan$748,62590%$673,763155%$1,044,333
Laura R. Landreaux$470,00060%$282,000149%$420,180
Andrew S. Marsh$1,300,000135%$1,755,000149%$2,614,950
Phillip R. May, Jr.$535,00065%$347,750155%$539,013
Deanna D. Rodriguez$389,08155%$213,995149%$318,853
Eliecer Viamontes$465,00060%$279,000155%$432,450

(1) Based on performance against theperformance measures, the NEOs could earn a payout ranging from 0%-200% of their target opportunity. For Ms. Cook-Nelson, the payout is stated as a percentage of the officer’s pro-rated incentive target, which was determined based on the period of time served in each of the positions held by such officer during the year and the base salary and target percentage for each such position.

Long-Term Incentive Compensation

Long-term incentive compensation delivered in shares of Entergy common stock represents the largest portion of executive officer compensation. The Company believes the combination of long-term incentives it employs provides a compelling performance-based compensation opportunity, is effective at retaining a strong senior management team, and aligns the interests of the executive officers with the interests of Entergy’s customers and shareholders by enhancing executive officers’ focus on the Company’s long-term goals.

For each NEO, a target dollar value is established to determine that NEO’s long-term incentive awards. The long-term incentive award target value for each NEO is determined based on utility industry and general industry market median compensation data for the officer’s role, as applicable, adjusted to reflect internal equity and individual performance, including each NEO’s degree of success in achieving various strategic, operational, and regulatory objectives and in overcoming certain challenges that arose in the business during the course of the year.

2025 Long-Term Compensation Incentive Compensation Mix

In February 2025, the Talent and Compensation Committee approved the 2025 long-term incentive award target values for each NEO. This value for each NEO was then converted into the number of performance units, stock options, and shares of restricted stock granted to each NEO based on an allocation of 60% performance units, 20% stock options, and 20% restricted stock.

NEOLong-Term Incentive Target Grant Date Value(1) (As of February 6, 2025)2025-2027 Target Performance UnitsStock OptionsShares of Restricted Stock
Marcus V. Brown3$1,647,8719,25218,1113,948
Kimberly Cook-Nelson$1,373,9747,71415,1013,292
Haley R. Fisackerly$483,5112,7155,3141,158
Kimberly A. Fontan$1,908,21510,71420,9744,571
Laura R. Landreaux$463,1372,6005,0901,110
Andrew S. Marsh2$8,599,37748,28294,52020,600
Phillip R. May, Jr.$596,4703,3496,5551,429
Deanna D. Rodriguez$326,8111,8353,591783
Eliecer Viamontes$406,1122,2804,464973

(1) Due to fluctuations in stock price, grant date value may differ from the value on the date the long-term incentive award target dollar values are established for each NEO.

(2) The target value of Mr. Marsh’s long-term incentive award granted in February 2025 was increased from the grant he received in 2024 to better align his total compensation with market level compensation and recognize his and Entergy’s strong performance.

(3) The target value of Mr. Brown’s long-term incentive award granted in February 2025 was increased from the grant he received in 2024 to maintain his positioning with market.

All the performance units, shares of restricted stock and stock options granted to the NEOs in 2025 were granted pursuant to the 2019 OIP. The 2019 OIP requires a “double trigger,” meaning both a change in control of Entergy and an involuntary job loss without cause or a resignation by the NEO for good reason within 24 months following the change in control, for accelerated vesting of these awards upon a change in control.

Performance Units

The NEOs are issued performance unit awards under the PUP with payout opportunities established by the Talent and Compensation Committee at the beginning of each three-year performance period. The PUP specifies minimum, target, and maximum performance goals, the achievement of which determines the number of performance units that may be earned by each participant.

2025–2027 PUP Performance Measures and Goals

For the 2025–2027 PUP, the Talent and Compensation Committee chose to use the same two performance measures used in the 2024-2026 PUP to determine PUP payouts: Relative TSR and Environmental Stewardship.

Relative TSR

The Talent and Compensation Committee continued to use Relative TSR as a PUP performance measure because it reflects Entergy’s creation of shareholder value relative to other electric utilities included in the Philadelphia Utility Index over the performance period. By measuring performance in relation to an industry benchmark, this measure is intended to isolate, and reward management for, the creation of shareholder value that is not driven by events that affect the industry as a whole.

The Talent and Compensation Committee identified the Philadelphia Utility Index as the appropriate industry peer group for determining Relative TSR because the companies included in this index, in the aggregate, are viewed as comparable to Entergy in terms of business and scale.

Minimum, target, and maximum performance goals are determined by reference to the ranking of Entergy’s total shareholder return (“TSR”) in relation to the TSR of the companies in the Philadelphia Utility Index.

Environmental Stewardship

The Talent and Compensation Committee continued to use the Environmental Stewardship measure, which was first introduced into the PUP for the 2024–2026 performance period, because:

It measures progress towards quantitative goals that align with desired customer and owner outcomes for clean energy, reliable operation, and reduced storm restoration costs.

It aligns with interests of regulators to see positive outcomes from capital investments in managing both transition and physical risk.

The Environmental Stewardship measure consists of two components designed to capture the key dimensions of Entergy's current efforts to respond to climate change:

A Climate Resilience component, sub-weighted at 60%, which is focused on reduction in storm restoration costs attributable to completed infrastructure improvement investments.

A Carbon-Free Generation component, sub-weighted at 40%, which is focused on generation of electricity from carbon emission-free sources as compared to the Company's projection for the 2025–2027 performance period.

A Carbon Capture Modifier applies to the Carbon-Free Generation component in the range of -9% to +9% based on the Talent and Compensation Committee's assessment of achievement (or lack of achievement) of specific carbon capture and storage (“CCS”) objectives, subject to CCS continuing to be a viable, competitive option.

In December 2024, the Talent and Compensation Committee established the following goals for the 2025–2027 PUP performance measures:

Performance Measures(1)PUP Measure WeightGoals(2)
Relative TSR80%Minimum (25%) - Bottom of 3rd Quartile Target (100%) - Median Maximum (200%) - 1st Quartile
Environmental Stewardship20%Climate Resilience (60%)(3)2025: Minimum – 1%; Target – 3%; Maximum – 8%2026: Minimum – 4%; Target – 9%; Maximum – 14%2027: Minimum – 6%; Target – 11%; Maximum – 16%Carbon-Free Generation (40%)(4)Minimum – 133,200 GWhTarget – 139,000 GWhMaximum – 144,800 GWh

(1)Payouts for performance between achievement levels are calculated using straight-line interpolation, between minimum and target and between target and maximum, with no payouts for performance below the minimum achievement level with respect to the applicable performance measure, and payouts capped at the maximum achievement level with respect to the applicable performance measure.

(2)There is no payout if the Relative TSR falls within the lowest quartile of the peer companies in the Philadelphia Utility Index and if both Climate Resilience and Carbon-Free Generation are below the minimum achievement levels.

(3)The achievement levels established for the Climate Resilience sub-metric are based on annual restoration cost reduction impacts of projects scheduled to be completed with funding under the financial plan based on a model approved by the Talent and Compensation Committee in December 2024.

(4)The goals for the Carbon-Free Generation sub-metric are based on cumulative GWhs generated over the three year period. The result of the Carbon-Free Generation sub-metric is subject to a carbon capture modifier in the range of -9% to +9% of the Carbon-Free Generation component based on the Talent and Compensation Committee's assessment of progress toward specific CCS objectives, subject to CCS continuing to be a viable, competitive option.

2023–2025 PUP Performance Measures, Goals and Payouts

In December 2022, the Talent and Compensation Committee chose Relative TSR and Adjusted FFO/Debt Ratioas the performance measures for the 2023–2025 PUP, with Relative TSR weighted 80% and Adjusted FFO/Debt Ratio weighted 20%. In January 2023, the Talent and Compensation Committee established the following minimum, target and maximum performance goals for the 2023–2025 PUP performance measures:

Performance Measures(1)PUP Measure WeightGoals(2)
Relative TSR80%Minimum (25%) - Bottom of 3rd Quartile Target (100%) - Median Maximum (200%) - 1st Quartile
Adjusted FFO/Debt Ratio(3)20%2023:Minimum (25%) – 14.0%Target (100%) – 14.5%Maximum (200%) – 15.5%2024:Minimum (25%) – 14.0%Target (100%) – 15.0%Maximum (200%) – 16.0%2025:Minimum (25%) – 14.0%Target (100%) – 15.0%Maximum (200%) – 16.0%(Modifier of ±10 basis points for a favorable or unfavorable change in Entergy's corporate credit outlook and ± 20 basis points for an upgrade or downgrade in the corporate credit rating for the Company, with a maximum adjustment of ±20 basis points)

(1)Payouts for performance between achievement levels are calculated using straight-line interpolation. There is no payout for performance below the minimum achievement level and payouts are capped at 200% for performance at or above the maximum achievement level.

(2)There is no payout if the Relative TSR falls within the lowest quartile of the peer companies in the Philadelphia Utility Index and the FFO/Debt Ratio is below the minimum achievement level.

(3)The Adjusted FFO/Debt Ratio, a non-GAAP financial measure, is the ratio of: (i) adjusted funds from operations calculated as consolidated operating cash flow adjusted for allowance for funds used during construction, working capital, excluding securitization regulatory charges, and the Pre-Determined Exclusions to (ii) total consolidated debt, excluding current and pending securitization debt, in each case calculated to reflect rating agency treatment of interest and principal on Entergy’s junior subordinated debentures. The Adjusted FFO/Debt Ratio is evaluated on an annual basis against the target set for each year, which, for 2023, was 14.5%, and for both 2024 and 2025, was 15.0%. The annual results are then averaged to determine the Adjusted FFO/Debt Ratio overall result, which is then further adjusted by the modifier described above. The Talent and Compensation Committee decided to calculate the Adjusted FFO/Debt Ratio in a manner consistent with the rating agency treatment of such debt, as updated in early 2024, in order to ensure that management’s incentives remained aligned with the goal of optimizing Entergy's capital structure while maintaining its credit rating.

In January 2026, the Talent and Compensation Committee reviewed Entergy’s Relative TSR and Adjusted FFO/Debt Ratiofor the 2023–2025 performance period in order to determine the vesting level of the 2023–2025 PUP. The Talent and Compensation Committee compared Entergy’s TSR against the TSR of the companies that were included in the Philadelphia Utility Index as of the last day of the year preceding the beginning of the three-year performance period, which were (in addition to Entergy):

•AES Corporation•Edison International
•Ameren Corporation•Eversource Energy
•American Electric Power Co. Inc.•Exelon Corporation
•American Water Works Company, Inc.•FirstEnergy Corporation
•CenterPoint Energy Inc.•NextEra Energy, Inc.
•Consolidated Edison Inc.•Pinnacle West Capital Corporation
•Constellation Energy Corporation•Public Service Enterprise Group, Inc.
•Dominion Energy•Southern Company
•DTE Energy Company•WEC Energy Group, Inc.
•Duke Energy Corporation•Xcel Energy, Inc.

As recommended by the Finance Committee, the Talent and Compensation Committee concluded that Entergy Corporation’s Relative TSR for the 2023– 2025 PUP was in the 1st Quartile, resulting in an achievement level of 200% of target, and that the Adjusted FFO/Debt Ratio was 14.3% for 2023, 15.0% for 2024 and 17.2% for 2025, plus an upward adjustment of 10% due to the Company's improved credit outlook in 2024, resulting in an achievement level of 132% of target. These results yielded an overall payout of 186% of target for the NEOs.

Named Executive Officer2023 - 2025 Target Performance UnitsNumber of Shares Issued(1)Value of Shares Actually Issued(2)Grant Date Fair Value(3)
Marcus V. Brown14,69029,374$2,810,301$927,042
Kimberly Cook-Nelson9,96619,928$1,906,566$628,954
Haley R. Fisackerly5,43210,862$1,039,180$342,814
Kimberly A. Fontan13,95427,903$2,669,499$880,595
Laura R. Landreaux4,5169,030$863,943$285,005
Andrew S. Marsh61,790123,558$11,820,865$3,899,382
Phillip R. May, Jr.5,50211,002$1,052,571$347,231
Deanna D. Rodriguez3,2406,478$619,835$204,476
Eliecer Viamontes3,9887,974$762,933$251,683

(1)Includes accrued dividend equivalents.

(2)Value determined based on the closing price of Entergy Corporation common stock on January 15, 2026 ($95.67), the date the Talent and Compensation Committee certified the 2023–2025 PUP results.

(3)Represents the aggregate grant date fair value calculated in accordance with applicable accounting rules.

Stock Options and Restricted Stock

The Company grants stock options and shares of restricted stock as part of its long-term incentive award mix because it aligns the interests of the executive officers with long-term shareholder value, provides competitive compensation, and increases the executives’ ownership in Entergy’s common stock. Generally, stock options are granted annually on a pre-established schedule with a maximum term of ten years and vest one-third on each of the first three anniversaries of the date of grant. The exercise price for each option granted in February 2025 was $82.79, which was based on the closing price of Entergy’s common stock on the date of grant. Shares of restricted stock vest one-third on each of the first three anniversaries of the date of grant, are paid dividends which are reinvested in shares of Entergy common stock, and have full voting rights. The dividend reinvestment shares are subject to the same vesting conditions as the underlying shares of restricted stock.

Pre-Determined Exclusions

The Pre-Determined Exclusions for the 2025 annual incentive program EAM and for the 2023–2025 PUP included effects of: (i) major storms, including the adjustment to total debt for pending securitizations; (ii) resolutions during the year of certain unresolved regulatory litigation matters; (iii) income tax law changes; and (iv) any adjustments to contributions to qualified and non-qualified pension investments or trusts related to post-retirement benefits that are elective and above or below plan assumptions. The Pre-Determined Exclusions are calculated using plan assumptions at the time the target is set.

The Talent and Compensation Committee also considered, both at the time it chose ETR Adjusted EPS and the Adjusted FFO/Debt Ratio as the 2025 EAM performance measures and at the time it chose the Adjusted FFO/Debt Ratio as a performance measure in the 2023–2025 PUP, as well as when it was establishing the targets for these measures, the appropriateness of excluding the effect of each of the specific Pre-Determined Exclusions it had identified. It viewed the exclusion of major storms as appropriate because although Entergy includes estimates for minor storm costs in its financial plan, it does not include estimates for a major storm event, such as a hurricane, given management’s inability to control or predict acts of nature. The Talent and Compensation Committee considered the exclusion of the effects of any unanticipated changes in income tax law to be appropriate because of the inability of management to impact those results. It approved the exclusion of elective adjustments to Entergy contributions to pension and post-retirement benefit plan trusts because such elective adjustments are not viewed as reflective of the underlying performance of the business. The Talent and Compensation Committee approved the exclusion for the impact of certain unresolved legacy regulatory litigation primarily because of management’s inability to influence the related outcomes.

Health, Welfare, Retirement and other Benefit Elements

The NEOs are eligible to participate in or receive the following benefits:

Plan TypeDescription
Retirement PlansEntergy Corporation-sponsored:Entergy Retirement Plan - a tax-qualified final average pay defined benefit pension plan that covers a broad group of employees hired before July 1, 2014. As used in this CD&A, “Entergy Retirement Plan” refers to the final average pay defined benefit pension plan benefit provided to eligible employees pursuant to the Entergy Corporation Retirement Plan for Non-Bargaining Employees.Cash Balance Plan - a tax-qualified cash balance defined benefit pension plan that covers a broad group of employees hired on or after July 1, 2014 and before January 1, 2021. Effective January 1, 2022, the Cash Balance Plan was merged with and into the Entergy Retirement Plan, while maintaining the same cash balance pension benefit formula. As used in this CD&A, “Cash Balance Plan” refers to the cash balance defined benefit pension plan benefit provided to eligible employees.Pension Equalization Plan (PEP) - a non-qualified pension restoration plan for certain highly compensated non-bargaining employees who participate in the Entergy Retirement Plan.Cash Balance Equalization Plan (CBEP) - a non-qualified restoration plan for certain highly compensated non-bargaining employees who participate in the Cash Balance Plan.System Executive Retirement Plan (SERP) - a legacy non-qualified supplemental retirement plan for a select group of individuals who became executive officers before July 1, 2014.See “2025 Pension Benefits” for additional information regarding the operation of and NEO participation in the plans described above.
Savings PlanEntergy Corporation-sponsored 401(k) Savings Plan that covers a broad group of employees and provides for an employer matching contribution.
Health & Welfare BenefitsMedical, dental and vision coverage, health care and dependent care reimbursement plans, life and accidental death and dismemberment insurance, business travel accident insurance, and basic long-term disability insurance.Eligibility, coverage levels, potential employee contributions, and other plan design features are the same for the NEOs as for the broad employee population.
2025 PerquisitesCorporate aircraft usage, annual mandatory physical exams, relocation benefits and personal security assessments of the executive team’s residences in 2025. The Board believes that providing these assessments was a reasonable and appropriate business expense and an important component of the Company’s overall risk oversight and security program. The NEOs do not receive tax gross ups on any benefits, except for certain relocation benefits.For additional information regarding perquisites during 2025, see the “All Other Compensation” column in the 2025 Summary Compensation Table.
Deferred CompensationThe NEOs are eligible to defer up to 100% of their base salary and annual incentive awards into the Entergy Corporation sponsored Executive Deferred Compensation Plan. As of December 31, 2025, none of the NEOs have deferred any amounts under this plan.
Executive Disability PlanThis plan pays eligible individuals a supplemental long-term disability (LTD) benefit if they are disabled and receiving LTD benefits from the broad-based LTD Plan. The benefit payable under this plan is equal to 65% of the difference between their annual base salary and the annual base salary that produces the maximum disability payment under our broad-based LTD plan, which is $15,000.

Entergy Corporation provides these benefits to the NEOs as part of its effort to provide a competitive executive compensation program and because it believes that these benefits are important retention and recruitment tools since many of the companies with which it competes for executive talent provide similar arrangements to their senior executive officers. In addition, in the case of benefits such as the annual physical examination and the personal security assessment, Entergy provides such benefits because it believes they are in the interests of Entergy and its shareholders.

Severance and Retention Arrangements

System Executive Continuity Plan

The Talent and Compensation Committee believes that retention and transitional compensation arrangements are an important part of overall compensation as they help to secure the continued employment and dedication of the NEOs, notwithstanding any concern that they might have at the time of a change in control regarding their own continued employment. In addition, the Talent and Compensation Committee believes that these arrangements are important as recruitment and retention devices, as many of the companies with which Entergy Corporation competes for executive talent have similar arrangements in place for their senior employees.

To achieve these objectives, Entergy Corporation has established a System Executive Continuity Plan (“Continuity Plan”) under which each of our NEOs is entitled to receive “change in control” payments and benefits if such officer’s employment is involuntarily terminated without cause or if the officer resigns for good reason, in each case, in connection with a change in control of the Company. Entergy strives to ensure that the benefits and payment levels under the Continuity Plan are consistent with market practices. Entergy’s executive officers, including the NEOs, are not entitled to any tax gross up payments on any severance benefits received under this plan. For more information regarding our severance arrangements, see “2025 Potential Payments Upon Termination or Change in Control.”

Non-Qualified Pension Plan

Mr. Brown participates in both the SERP and the PEP but is entitled to receive a benefit from only one of the plans upon his retirement. In 2022, the Company entered into an agreement with Mr. Brown and amended the PEP and the SERP. Pursuant to such agreement and amendments, if certain contingencies are met, Mr. Brown (or his surviving spouse) under the SERP when he separates from employment with the Company is fixed and will be determined as if such separation from employment occurred as of November 30, 2022, including the use of final average monthly compensation, service and actuarial assumptions applicable to separations as of such date (the “Qualifying Transition Benefit”). If Mr. Brown separates from service and the contingencies are not met, then Mr. Brown (or his surviving spouse) will receive the lesser of (i) the previously described benefit amount under the SERP or (ii) the benefit that would have been payable to Mr. Brown under the SERP or the PEP, without regard to the above-described amendments to the SERP and PEP.

On November 6, 2025, the Company announced that Mr. Brown will retire from Entergy in the spring of 2026. In connection with Mr. Brown’s anticipated retirement, the Company granted Mr. Brown permission to retire under the SERP in the spring of 2026 prior to attaining age 65, and upon such retirement Mr. Brown will become entitled to the Qualifying Transition Benefit. However, Mr. Brown’s SERP benefit remains subject to forfeiture in the event of a termination for “Cause” and also remains subject to the forfeiture provisions of Sections 6.01(c) and 6.01(d) of the SERP (relating to certain noncompete and confidentiality obligations).

Risk Mitigation and Other Pay Practices

Policy for Recoupment of Compensation (Clawback Provisions)

Under the amended and restated policy regarding the recoupment of certain compensation adopted by each of Entergy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas (the “Clawback Policy”), which exceeds the requirements of the Dodd-Frank Wall Street Reform and Consumer

Protection Act (the “Dodd-Frank Act”), Entergy will seek reimbursement of certain compensation from current or former executive officers subject to Section 16, including all of the NEOs, where:

Entergy is required to restate its financial statements due to noncompliance with any financial reporting requirement under securities laws; or

there is a material miscalculation of a performance measure related to incentive compensation, regardless of whether Entergy’s financial statements are restated.

In addition, Entergy may seek reimbursement of certain compensation from current or former executive officers subject to Section 16, including all of the NEOs, if the Board determines that such executive officer engaged in fraud that resulted in either a restatement of Entergy’s financial statements or a material miscalculation of a performance measure relative to incentive compensation.

The Clawback Policy applies to incentive compensation, including cash or equity-based bonus or incentive or profit-sharing awards paid in respect of the three-year period prior to the year in which Entergy is required to prepare such restatement or in respect of the three-year period preceding the material miscalculation. The amount required to be reimbursed is equal to the excess of the gross incentive payment actually paid over the gross payment that would have been paid if the original payment had been determined based on the restated financial results or correct calculation. Entergy may enforce all or part of any executive officer’s repayment obligation under the policy by reducing any amounts that may be owed from time-to-time by Entergy or any of its subsidiaries to such individual, whether as wages, severance or vacation pay or in the form of any other benefit or for any other reason. In addition, Entergy will seek to recover any compensation received by its Chief Executive Officer and Chief Financial Officer that is required to be reimbursed under the Sarbanes-Oxley Act of 2002 following a material restatement of our financial statements.

In addition to the above-described Clawback Policy, the Entergy Board adopted an additional discretionary recoupment policy applicable to all officers of Entergy System companies, including the NEOs, that allows recoupment of incentive compensation from an officer who engages in certain detrimental conduct, including (i) commission of a felony or other crime that affects the officer’s ability to perform their duties, (ii) fraud in contravention of the officer’s duties to the enterprise, (iii) unauthorized disclosure of confidential or proprietary information of an Entergy System company or material violation of a material written Entergy System company policy or material agreement between the officer and an Entergy System company in either case that results in, or could have resulted in, termination for Cause as defined in the 2019 OIP or that results in significant financial or operational loss, or significant reputational harm to Entergy; and (iv) other conduct that the officer knew or should have known could result in termination for Cause as defined in the 2019 OIP (regardless whether it does) and that results in significant financial or operational loss or significant reputational harm to Entergy. The discretionary recoupment policy for detrimental conduct applies to all incentive compensation, including time-based awards, and allows for the claw back of compensation received after the detrimental conduct and within the three-year period preceding the detrimental conduct, provided the recoupment efforts are commenced within five years after the detrimental conduct and before a change in control. The additional discretionary recoupment policy applies to detrimental conduct committed on or after January 26, 2024, the effective date of the policy.

Stock Ownership Guidelines and Share Retention Requirements

Entergy Corporation requires its NEOs to own Entergy stock to further align their interests with Entergy’s shareholders’ interests. Stock ownership levels are achieved through ownership of any Entergy shares held by the officer, including shares held in the 401(k) plan, restricted stock, dividends earned on restricted shares during the period of restriction, and restricted stock units. Performance units held under the PUP and stock options, whether vested or unvested, do not count toward achievement of stock ownership levels. Annually, the Talent and Compensation Committee monitors the executive officers’ compliance with these guidelines with all of the NEOs being in compliance with the applicable ownership guidelines at the time of the most recent annual review. The ownership guidelines are as follows:

RoleValue of Common Stock to be Owned
Chief Executive Officer6 x base salary
Executive Vice Presidents3 x base salary
Senior Vice Presidents2 x base salary
Vice Presidents1 x base salary

To facilitate compliance with the guidelines, until an executive officer satisfies the stock ownership guidelines, the officer must retain:

all net after-tax shares paid out under the PUP;

all net after-tax shares of our restricted stock and all net after-tax shares received upon the vesting of restricted stock units; and

at least 75% of the after-tax net shares received upon the exercise of Entergy Corporation stock options.

Trading Controls

Entergy and each of the Registrant Subsidiaries have adopted an insider trading policy which is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations and which governs the purchase, sale, and/or other dispositions of Entergy’s securities, by any directors, officers and employees the Company and its subsidiaries, and by Entergy and the subsidiaries themselves as well as the applicable rules and regulations of the New York Stock Exchange. A copy of the insider trading policy adopted by Entergy and each of the Registrant Subsidiaries is filed as Exhibit 19 to the Company’s Annual Report on Form 10-K.

Executive officers, including the NEOs, are subject to Entergy’s insider trading policy and thus are required to receive permission from Entergy’s General Counsel or his designee prior to entering into any transaction involving Entergy securities, including gifts, other than an exercise of employee stock options that is not funded through a sale in the market. Employees who are subject to trading restrictions, including the NEOs, are generally only permitted to trade during specified open trading windows beginning shortly after the release of earnings. Employees, including the NEOs, may enter into trading plans under Rule 10b5-1 of the Exchange Act, but these trading plans or any amendment to or termination of an existing plan may be entered into only during an open trading window and must be approved in advance by Entergy’s General Counsel or his designee.

No Pledging/Hedging

Entergy Corporation also prohibits directors and executive officers, including the NEOs, from pledging any Entergy Corporation securities or entering into margin accounts involving Entergy Corporation securities. Entergy Corporation prohibits these transactions because of the potential that sales of Entergy Corporation securities could occur outside trading periods and without the required approval of the General Counsel. In addition, Entergy Corporation prohibits directors and executive officers, including the NEOs, from engaging in any hedging transactions with respect to Entergy securities.

Compensation Consultant Independence

Annually, the Talent and Compensation Committee reviews the relationship with its compensation consultant to determine whether any conflicts of interest exist that would prevent the consultant from independently advising the Talent and Compensation Committee. When assessing the independence of Pay Governance, its current compensation consultant, in 2025, the committee considered the following factors, among others:

Pay Governance has policies in place to prevent conflicts of interest;

No member of Pay Governance’s consulting team serving the committee has a business relationship with any member of the committee or any of Entergy Corporation’s executive officers;

Neither Pay Governance nor any of its principals own any shares of Entergy Corporation’s common stock; and

The amount of fees paid to Pay Governance is less than 1% of Pay Governance’s total consulting income.

Based on these factors, the Talent and Compensation Committee concluded that Pay Governance is independent in accordance with SEC and NYSE rules and that no conflicts of interest exist that would prevent Pay Governance from independently advising either the Talent and Compensation Committee or the Corporate Governance Committee.

In addition, Pay Governance has agreed that it will not accept any engagement with management without prior approval from the Talent and Compensation Committee, and Entergy Corporation’s Board has adopted a policy that prohibits a compensation consultant from providing other services to it if the aggregate amount for those services would exceed $120,000 in any year. During 2025, Pay Governance did not provide any services to Entergy Corporation other than the services it performed on behalf of the Talent and Compensation and Corporate Governance Committees, and it worked with Entergy Corporation’s management only as directed by those committees.

TALENT AND COMPENSATION COMMITTEE REPORT

The Talent and Compensation Committee Report included in the 2026 Entergy Proxy Statement is incorporated by reference, but will not be deemed to be “filed” in this Annual Report on Form 10-K. None of the Registrant Subsidiaries has a compensation committee or other board committee performing equivalent functions. The board of directors of each of the Registrant Subsidiaries is comprised of individuals who are officers or employees of Entergy Corporation or one of the Registrant Subsidiaries. These boards do not make determinations regarding the compensation paid to executive officers of the Registrant Subsidiaries.

EXECUTIVE COMPENSATION TABLES

2025 Summary Compensation Table

The following table summarizes the total compensation paid or earned by each of the NEOs for the fiscal year ended December 31, 2025, and to the extent required by SEC executive compensation disclosure rules, the fiscal years ended December 31, 2024 and 2023. For information on the principal positions held by each of the NEOs, see Item 10, “Directors, Executive Officers, and Corporate Governance of the Registrants.”

The compensation set forth in the table represents the aggregate compensation paid by all Entergy System companies. For additional information regarding the material terms of the awards reported in the following table, including a general description of the formula or criteria to be applied in determining the amounts payable, see “Compensation Discussion and Analysis.”

(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)(k)
Name and Principal Position (1)YearSalary(2)Bonus(3)Stock Awards(4)OptionAwards (5)Non-EquityIncentivePlanCompen-sation(6)Change inPensionValue andNon-qualifiedDeferredCompen-sationEarnings (7)AllOtherCompen-sation (8)TotalTotalWithoutChange inPensionValue(9)
Marcus V. Brown2025$811,898$100,000$1,332,196$315,675$976,802$784,500$126,455$4,447,526$3,663,026
Executive Legal2024$783,555$—$1,185,567$307,642$924,768$455,800$67,092$3,724,424$3,268,624
Advisor to the CEO -2023$753,419$—$1,226,636$290,192$950,104$731,700$77,328$4,029,379$3,297,679
Entergy Corp.
Kimberly Cook-Nelson2025$720,749$—$1,110,763$263,210$864,920$874,200$183,900$4,017,742$3,143,542
Executive Vice
President and Chief
Operating Officer -
Entergy Corp.
Haley R. Fisackerly2025$469,325$—$390,888$92,623$440,867$731,300$74,292$2,199,295$1,467,995
CEO - Entergy2024$452,266$—$377,721$98,000$400,537$319,800$50,558$1,698,882$1,379,082
Mississippi2023$431,421$—$453,653$107,294$325,368$247,800$47,415$1,612,951$1,365,151
Kimberly A. Fontan2025$737,033$—$1,542,638$365,577$1,044,333$880,600$98,647$4,668,828$3,788,228
Executive Vice2024$684,375$—$1,477,716$383,422$876,457$433,100$34,937$3,890,007$3,456,907
President and CFO -2023$625,000$—$1,165,112$275,621$646,875$409,600$31,860$3,154,068$2,744,468
Entergy Corp.,
Entergy Arkansas,
Entergy Louisiana,
Entergy Mississippi,
Entergy New
Orleans, and
Entergy Texas
Laura R. Landreaux2025$453,353$—$374,418$88,719$420,180$216,400$49,564$1,602,634$1,386,234
CEO - Entergy2024$425,320$—$483,864$125,543$331,857$89,900$23,491$1,479,975$1,390,075
Arkansas2023$406,405$—$377,082$89,191$305,428$175,600$23,719$1,377,425$1,201,825
(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)(k)
Name and Principal Position (1)YearSalary(2)Bonus(3)Stock Awards(4)OptionAwards (5)Non-EquityIncentivePlanCompen-sation(6)Change inPensionValue andNon-qualifiedDeferredCompen-sationEarnings (7)AllOtherCompen-sation (8)TotalTotalWithoutChange inPensionValue(9)
Andrew S. Marsh2025$1,286,346$—$6,951,893$1,647,484$2,614,950$3,972,100$279,816$16,752,589$12,780,489
Chair of the2024$1,209,615$—$5,709,300$1,481,523$2,307,500$2,043,600$94,837$12,846,375$10,802,775
Board and CEO -2023$1,100,000$—$5,159,370$1,220,557$1,821,600$982,400$89,281$10,373,208$9,390,808
Entergy Corp.
Phillip R. May, Jr.2025$504,046$—$482,216$114,254$539,013$642,900$82,908$2,365,337$1,722,437
CEO - Entergy2024$467,944$—$456,010$118,322$451,112$146,500$36,357$1,676,245$1,529,745
Louisiana2023$449,491$—$459,481$108,679$340,945$114,400$36,586$1,509,582$1,395,182
Deanna D. Rodriguez2025$385,488$—$264,219$62,591$318,853$413,200$56,834$1,501,185$1,087,985
CEO - Entergy2024$372,249$—$242,151$62,809$263,147$197,300$26,228$1,163,884$966,584
New Orleans2023$358,208$—$270,525$63,983$226,421$270,200$23,671$1,213,008$942,808
Eliecer Viamontes2025$441,841$—$328,304$77,808$432,450$44,600$68,440$1,393,443$1,348,843
CEO - Entergy2024$384,887$—$303,748$78,813$321,919$34,200$33,055$1,156,622$1,122,422
Texas2023$361,284$—$333,024$78,755$251,202$28,700$25,846$1,078,811$1,050,111

(1)No compensation information is provided for Ms. Cook-Nelson for 2024 and 2023, as she was not an NEO of Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans or Entergy Texas for the years ended December 31, 2024 and December 31, 2023.

(2)The amounts in column (c) represent the actual base salary paid to the NEOs in the applicable year. The 2025 merit increases in base salaries noted in the CD&A were effective in April 2025. The subsequent base salary increase noted in the CD&A for Ms. Cook-Nelson was effective in May 2025, and the subsequent base salary increases for each of Messrs. May and Viamontes and Ms. Landreaux were effective August 2025.

(3)The cash bonus paid to Mr. Brown was to recognize his work serving as Chair of the Super Bowl LIX Host Committee on behalf of Entergy Corporation, the founding sponsor of the Host Committee.

(4)The amounts in column (e) represent the aggregate grant date fair value of restricted stock and performance units granted under the 2019 OIP, each calculated in accordance with FASB ASC Topic 718, without taking into account estimated forfeitures. The grant date fair value of the restricted stock, restricted stock units, and the portion of the performance units with vesting based on the Adjusted FFO/Debt Ratio (within the 2023–2025 PUP) and the Environmental Stewardship measure (used within the 2024–2026 PUP and 2025–2027 PUP) is determined using the closing price of Entergy common stock on the date of grant. The grant date fair value of the portion of the performance units attributable to Relative TSR was measured using a Monte Carlo simulation valuation model. The simulation model applies a risk-free interest rate and an expected volatility assumption. The risk-free interest rate is assumed to equal the yield on a three-year treasury bond on the grant date. Volatility is based on historical volatility for the 36-month period preceding the grant date. The performance units in the table are also valued based on the probable outcome of the applicable performance condition at the time of grant. The maximum value of shares that would be received if the highest achievement level is attained with respect to both the Relative TSR and Environmental Stewardship measures, for performance units granted in 2025 are as follows: Mr. Brown, $1,531,946; Ms. Cook-Nelson, $1,277,284; Mr. Fisackerly, $449,550; Ms. Fontan, $1,774,024; Ms. Landreaux, $430,508; Mr. Marsh, $7,994,534; Mr. May, $554,527; Ms. Rodriguez, $303,839; and Mr. Viamontes, $377,522.

(5)The amounts in column (f) represent the aggregate grant date fair value of stock options granted under the 2019 OIP calculated in accordance with FASB ASC Topic 718. For a discussion of the relevant assumptions used in valuing these awards, see Note 12 to the financial statements.

(6)The amounts in column (g) represent annual incentive award cash payments made pursuant to the annual incentive program established under the 2019 OIP.

(7)The amounts in column (h) include the annual actuarial change in the present value of these NEOs’ benefits under all pension plans established by Entergy Corporation using interest rate and mortality rate assumptions consistent with those used in Entergy Corporation’s financial statements. None of the increases for any of the NEOs are attributable to above-market or preferential earnings on non-qualified deferred compensation and includes any amounts which the NEOs may not currently be entitled to receive because such amounts are not vested. See “2025 Pension Benefits” for additional information.

(8)The amounts in column (i) for 2025 include (a) matching contributions by Entergy Corporation under the Savings Plan to each of the NEOs; (b) dividends and dividend equivalents paid on restricted stock and performance units when vested; (c) life insurance premiums; (d) tax reimbursements on club dues; and (e) perquisites and other compensation as described further below. The 2025 amounts are listed in the following table:

Named Executive OfficerCompany Matching Contribution – Savings PlanDividends Paid on Restricted Stock and PUP AwardsLife Insurance PremiumTax ReimbursementPerquisites and Other CompensationTotal
Marcus V. Brown$14,700$75,271$11,484$—$25,000$126,455
Kimberly Cook-Nelson$14,700$41,013$4,002$37,763$86,422$183,900
Haley R. Fisackerly$14,700$19,758$11,484$—$28,350$74,292
Kimberly A. Fontan$14,700$52,463$1,896$—$29,588$98,647
Laura R. Landreaux$—$20,826$3,738$—$25,000$49,564
Andrew S. Marsh$14,700$231,599$4,049$—$29,468$279,816
Phillip R. May, Jr.$14,490$32,163$11,255$—$25,000$82,908
Deanna D. Rodriguez$14,700$14,474$2,660$—$25,000$56,834
Eliecer Viamontes$21,000$17,538$1,265$—$28,637$68,440

(9)The Total Without Change in Pension Value represents total compensation, as determined under applicable SEC rules, minus the change in pension value reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column for the applicable year. The amounts reported in the Total Without Change in Pension Value column may differ substantially from the amounts reported in the Total column required under SEC rules and are not a substitute for total compensation. The change in pension value is subject to many external variables, such as interest rates, assumptions about life expectancy, and changes in the discount rate determined at each year end, which are functions of economic factors and actuarial calculations that are not related to Entergy’s performance and are outside of the control of the Talent and Compensation Committee.

Perquisites and Other Compensation

The amounts set forth in column (i) also include perquisites and other personal benefits that Entergy provides to its NEOs as part of providing a competitive executive compensation program and for employee retention. The following perquisites were provided to the NEOs in 2025.

Named Executive OfficerPersonal SecurityExecutive Physical ExamsRelocation
Marcus V. BrownXX
Kimberly Cook-NelsonXXX
Haley R. FisackerlyXX
Kimberly A. FontanXX
Laura R. LandreauxXX
Andrew S. MarshXX
Phillip R. May, Jr.XX
Deanna D. RodriguezXX
Eliecer ViamontesXX

Entergy requires its executive officers who are members of the OCE, including all of the NEOs, to have a comprehensive annual physical exam at Entergy’s expense, and executive officers may have the occasional personal use of tickets to athletic and cultural events when such tickets are not being used for business purposes, for which there is no incremental cost to the Company.

Personal security assessments were performed on the homes of the Company's senior executive team, including all of the NEOs, as part of a broader initiative to enhance Entergy’s executive protection program. These assessments were designed to identify vulnerabilities, recommend improvements, and establish a consistent security standard for our executives’ homes. The cost of these assessments was $25,000 for each of the NEOs. The amount reflected as the incremental cost to the Company is based on the amount reimbursed directly to the third-party service provider.

Entergy also provides relocation benefits to a broad base of employees, which include assisting with moving expenses, transportation of household goods and in certain circumstances, assistance with the sale of the employee's existing home. In connection with her promotion to Executive Vice President and Chief Operating Officer, and in accordance with Entergy's relocation policies, Entergy paid $94,491 in relocation expenses for Ms. Cook-Nelson in 2025. The relocation assistance amount reported above represents the amount paid to Entergy’s relocation service provider or Ms. Cook-Nelson, as applicable. If Ms. Cook-Nelson separates from the Company prior to the two-year anniversary of her promotion, certain of Ms. Cook-Nelson's relocation benefits are subject to repayment.

None of the other perquisites referenced above exceeded $25,000 for any of the NEOs.

2025 Grants of Plan-Based Awards

The following table summarizes award grants during 2025 to the NEOs.

Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) · Estimated Future Payouts under Equity Incentive Plan Awards (2)
(a) · (b) · (c) · (d) · (e) · (f) · (g) · (h) · (i) · (j) · (k) · (l)
Name · Grant Date · Thresh-old · Target · Maximum · Thresh-old · Target · Maximum · All Other Stock Awards: Number of Shares of Stock or Units · All Other Option Awards: Number of Securities Under-lying Options · Exercise or Base Price of Option Awards · Grant Date Fair Value of Stock and Option Awards
($)($)($)(#)(#)(#)(#)(3)(#)(4)($/Sh)($)(5)
Marcus V.2/6/25$-$655,572$1,311,144
Brown2/6/252,3139,25218,504$1,005,341
2/6/253,948$326,855
2/6/2518,111$82.79$315,675
Kimberly2/6/25$-$596,000$1,192,000
Cook-Nelson2/6/251,9297,71415,428$838,219
2/6/253,292$272,545
2/6/2515,101$82.79$263,210
Haley R.2/6/25$-$284,430$568,860
Fisackerly2/6/256792,7155,430$295,017
2/6/251,158$95,871
2/6/255,314$82.79$92,623
Kimberly A.2/6/25$-$673,763$1,347,525
Fontan2/6/252,67910,71421,428$1,164,205
2/6/254,571$378,433
2/6/2520,974$82.79$365,577
Laura R.2/6/25$-$282,000$564,000
Landreaux2/6/256502,6005,200$282,521
2/6/251,110$91,897
2/6/255,090$82.79$88,719
Andrew S.2/6/25$-$1,755,000$3,510,000
Marsh2/6/2512,07148,28296,564$5,246,419
2/6/2520,600$1,705,474
2/6/2594,520$82.79$1,647,484
Phillip R.2/6/25$-$347,750$695,500
May, Jr.2/6/258373,3496,698$363,909
2/6/251,429$118,307
2/6/256,555$82.79$114,254
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) · Estimated Future Payouts under Equity Incentive Plan Awards (2)
(a) · (b) · (c) · (d) · (e) · (f) · (g) · (h) · (i) · (j) · (k) · (l)
Name · Grant Date · Thresh-old · Target · Maximum · Thresh-old · Target · Maximum · All Other Stock Awards: Number of Shares of Stock or Units · All Other Option Awards: Number of Securities Under-lying Options · Exercise or Base Price of Option Awards · Grant Date Fair Value of Stock and Option Awards
($)($)($)(#)(#)(#)(#)(3)(#)(4)($/Sh)($)(5)
Deanna D.2/6/25$-$213,995$427,990
Rodriguez2/6/254591,8353,670$199,395
2/6/25783$64,825
2/6/253,591$82.79$62,591
Eliecer2/6/25$-$279,000$558,000
Viamontes2/6/255702,2804,560$247,749
2/6/25973$80,555
2/6/254,464$82.79$77,808

(1)The amounts in columns (c), (d), and (e) represent minimum, target, and maximum payment levels under the annual incentive program. The actual amounts awarded are reported in column (g) of the 2025 Summary Compensation Table.

(2)The amounts in columns (f), (g), and (h) represent the minimum, target, and maximum payment levels under the 2025–2027 PUP. Performance units granted under the 2025–2027 PUP pursuant to the 2019 OIP will vest on December 31, 2027 based on two performance measures—Relative TSR, weighted 80%, and Environmental Stewardship, weighted 20%, as described under “What Entergy Pays and Why – Long-Term Incentive Compensation – 2025 Long-Term Incentive Compensation Mix – Performance Units” in the CD&A. Subject to the achievement of performance targets, each unit will be converted into one share of Entergy’s common stock on the last day of the performance period for the 2025-2027 PUP cycle (December 31, 2027). Accrued dividends on the shares earned will also be paid in Entergy common stock.

(3)The amounts in column (i) represent shares of restricted stock granted under the 2019 OIP. Shares of restricted stock vest one-third on each of the first, second and third anniversaries of the grant date, have voting rights, and accrue dividends during the vesting period.

(4)The amounts in column (j) represent options to purchase shares of Entergy Corporation’s common stock granted under the 2019 OIP. The options vest one-third on each of the first, second and third anniversaries of the grant date and have a ten-year term from the date of grant.

(5)The amounts in column (l) are valued based on the aggregate grant date fair value of the award calculated in accordance with FASB ASC Topic 718 and, in the case of the performance units, are based on the probable outcome of the applicable performance conditions. See footnotes 4 and 5 to the 2025 Summary Compensation Table for a discussion of the relevant assumptions used in calculating the grant date fair value.

2025 Outstanding Equity Awards at Fiscal Year-End

The following table summarizes, for each NEO, their outstanding unexercised options, outstanding restricted stock that has not vested, and equity incentive plan awards outstanding as of December 31, 2025.

Option Awards · Stock Awards
(a) · (b) · (c) · (d) · (e) · (f) · (g) · (h) · (i) · (j)
Name · Number ofSecuritiesUnderlyingUnexercisedOptionsExercisable · Number ofSecuritiesUnderlyingUnexercisedOptionsUnexercisable · EquityIncentivePlanAwards:Number ofSecuritiesUnderlyingUnexer-cisedUnearnedOptions · OptionExercisePrice · OptionExpirationDate · Numberof Sharesor Unitsof StockThatHaveNotVested · MarketValue ofShares orUnits ofStockThat HaveNotVested · EquityIncentivePlanAwards:NumberofUnearnedShares,Units orOtherRightsThatHave NotVested · EquityIncentivePlanAwards:Market orPayoutValue ofUnearnedShares,Units orOtherRights ThatHave NotVested
(#) · (#) · (#) · ($) · (#) · ($) · (#) · ($)
Marcus V.—18,1111$82.792/06/2035
Brown—22,0422$49.541/25/2034
—9,6403$54.241/26/2033
18,5044$1,710,325
29,6965$2,744,801
4,0586$375,081
4,2847$395,970
2,0558$189,944
Kimberly—15,1011$82.792/6/2035
Cook-Nelson—20,2962$49.541/25/2034
—6,5403$54.241/26/2033
15,4284$1,426,010
27,3445$2,527,406
3,3846$312,783
3,9477$364,821
1,3948$128,847
18,6409$1,722,895
Haley R.—5,3141$82.792/6/2035
Fisackerly—7,0222$49.541/25/2034
3,5643,5643$54.241/26/2033
8,600—$65.861/30/2030
5,4304$501,895
9,4605$874,388
1,1906$109,992
1,3677$126,352
7608$70,247
Option Awards · Stock Awards
(a) · (b) · (c) · (d) · (e) · (f) · (g) · (h) · (i) · (j)
Name · Number ofSecuritiesUnderlyingUnexercisedOptionsExercisable · Number ofSecuritiesUnderlyingUnexercisedOptionsUnexercisable · EquityIncentivePlanAwards:Number ofSecuritiesUnderlyingUnexer-cisedUnearnedOptions · OptionExercisePrice · OptionExpirationDate · Numberof Sharesor Unitsof StockThatHaveNotVested · MarketValue ofShares orUnits ofStockThat HaveNotVested · EquityIncentivePlanAwards:NumberofUnearnedShares,Units orOtherRightsThatHave NotVested · EquityIncentivePlanAwards:Market orPayoutValue ofUnearnedShares,Units orOtherRights ThatHave NotVested
(#) · (#) · (#) · ($) · (#) · ($) · (#) · ($)
Kimberly A.—20,9741$82.792/06/2035
Fontan13,73427,4722$49.541/25/2034
18,3109,1563$54.241/26/2033
9,910—$54.801/27/2032
12,800—$65.861/30/2030
21,4284$1,980,590
37,0125$3,421,019
4,6986$434,236
5,3427$493,761
1,9528$180,423
Laura R.—5,0901$82.792/6/2035
Landreaux4,4968,9962$49.541/25/2034
5,9242,9643$54.241/26/2033
7,704—$54.801/27/2032
7,746—$47.941/28/2031
8,600—$65.861/30/2030
10,200—$44.601/31/2029
5,2004$480,636
12,1205$1,120,252
1,1416$105,463
1,7497$161,660
6318$58,323
Andrew S.—94,5201$82.792/06/2035
Marsh53,072106,1462$49.541/25/2034
81,08640,5443$54.241/26/2033
50,960—$54.801/27/2032
58,392—$47.941/28/2031
72,158—$65.861/30/2030
90,364—$44.601/31/2029
98,000—$39.041/25/2028
88,000—$35.271/26/2027
96,5644$8,925,411
143,0045$13,217,860
21,1766$1,957,298
20,6367$1,907,385
8,6408$798,595
Option Awards · Stock Awards
(a) · (b) · (c) · (d) · (e) · (f) · (g) · (h) · (i) · (j)
Name · Number ofSecuritiesUnderlyingUnexercisedOptionsExercisable · Number ofSecuritiesUnderlyingUnexercisedOptionsUnexercisable · EquityIncentivePlanAwards:Number ofSecuritiesUnderlyingUnexer-cisedUnearnedOptions · OptionExercisePrice · OptionExpirationDate · Numberof Sharesor Unitsof StockThatHaveNotVested · MarketValue ofShares orUnits ofStockThat HaveNotVested · EquityIncentivePlanAwards:NumberofUnearnedShares,Units orOtherRightsThatHave NotVested · EquityIncentivePlanAwards:Market orPayoutValue ofUnearnedShares,Units orOtherRights ThatHave NotVested
(#) · (#) · (#) · ($) · (#) · ($) · (#) · ($)
Phillip R.—6,5551$82.792/6/2035
May, Jr.4,2388,4782$49.541/25/2034
7,2203,6103$54.241/26/2033
14,914—$54.801/27/2032
14,600—$65.861/30/2030
6,6984$619,096
11,4205$1,055,551
1,4686$135,687
1,6497$152,417
7698$71,079
Deanna D.—3,5911$82.792/6/2035
Rodriguez2,2504,5002$49.541/25/2034
1,6102,1263$54.241/26/2033
3,6704$339,218
6,0645$560,496
8046$74,314
8757$80,876
4528$41,778
Eliecer—4,4641$82.792/6/2035
Viamontes—5,6482$49.541/25/2034
—2,6163$54.241/26/2033
4,5604$421,481
7,6085$703,207
1,0006$92,430
1,0977$101,396
5578$51,484

(1)Consists of options granted under the 2019 OIP; 1/3 of the options vested on February 6, 2026 and 1/2 of the remaining options will vest on each of February 6, 2027 and February 6, 2028.

(2)Consists of options granted under the 2019 OIP; 1/2 of the options vested on January 25, 2026 and the remaining options will vest on January 25, 2027.

(3)Consists of options granted under the 2019 OIP that vested on January 26, 2026.

(4)Consists of 2025–2027 PUP performance units granted under the 2019 OIP that will vest on December 31, 2027 based on two performance measures - Entergy Corporation’s Relative TSR performance and Environmental Stewardship with Relative TSR weighted eighty percent and Environmental Stewardship weighted twenty percent, as described under “What Entergy Corporation Pays and Why - Long-Term Incentive Compensation - 2025 Long-Term Incentive Compensation Mix - Performance Units” in the CD&A.

(5)Consists of 2024–2026 PUP performance units granted under the 2019 OIP that will vest on December 31, 2026 based on two performance measures - Relative TSR, weighted 80%, and Environmental Stewardship, weighted 20%.

(6)Consists of shares of restricted stock granted under the 2019 OIP; 1/3 of the shares of restricted stock vested on February 6, 2026, 1/3 will vest on February 6, 2027, and 1/3 will vest on February 6, 2028.

(7)Consists of shares of restricted stock granted under the 2019 OIP; 1/2 of the shares of restricted stock vested on January 25, 2026 and the remaining shares will vest on January 25, 2027.

(8)Consists of shares of restricted stock granted under the 2019 OIP that vested on January 26, 2026.

(9)Consists of restricted stock units granted under the 2019 OIP which will vest in two installments of 40% of the units and 60% of the units on February 1, 2027 and August 1, 2029, respectively.

2025 Option Exercises and Stock Vested

The following table provides information concerning each exercise of stock options and each vesting of stock during 2025 for the NEOs.

Options Awards · Stock Awards
(a)(b)(c)(d)(e)
NameNumber of Shares Acquired on ExerciseValue Realized on ExerciseNumber of Shares Acquired on VestingValue Realized on Vesting (1)
(#)($)(#)($)
Marcus V. Brown135,694$3,906,39241,400$3,299,295
Kimberly Cook-Nelson21,160$806,10528,012$2,237,243
Haley R. Fisackerly22,980$871,46530,764$1,965,683
Kimberly A. Fontan27,890$1,033,11938,029$3,085,175
Laura R. Landreaux—$—12,842$1,019,574
Andrew S. Marsh—$—166,288$13,572,998
Phillip R. May, Jr.23,184$907,10732,028$2,023,906
Deanna D. Rodriguez2,500$69,8148,890$718,082
Eliecer Viamontes14,642$466,62110,880$881,428

(1)Represents the value of performance units which vested under the 2023–2025 PUP (payable solely in shares based on the closing stock price of Entergy on the date of vesting) under the PUP and the vesting of restricted stock and restricted stock units, if applicable, in 2025.

2025 Pension Benefits

The following table shows the present value as of December 31, 2025, of accumulated benefits payable to each of the NEOs, including the number of years of service credited to each NEO, under the retirement plans sponsored by Entergy Corporation, determined using interest rate and mortality rate assumptions set forth in Note 11 to the financial statements. The amount of the SERP benefit provided in this table is the present value of the SERP benefit due at age 65 discounted using the interest rates that we used for financial reporting for the non-qualified pension liability at December 31, 2025, with the exception of Mr. Brown as discussed in the footnotes accompanying the table. Additional information regarding these retirement plans follows this table.

NamePlan NameNumber of Years Credited ServicePresent Value of Accumulated BenefitPayments During 2025
Marcus V. Brown(1)(2)System Executive Retirement Plan30.74$11,065,100$—
Entergy Retirement Plan30.74$1,649,400$—
Kimberly Cook-NelsonPension Equalization Plan29.35$2,127,500$—
Entergy Retirement Plan29.35$950,800$—
Haley R. Fisackerly(1)System Executive Retirement Plan30.08$3,255,700$—
Entergy Retirement Plan30.08$1,355,500$—
Kimberly A. FontanPension Equalization Plan29.56$2,235,100$—
Entergy Retirement Plan29.56$907,000$—
Laura R. LandreauxPension Equalization Plan18.48$647,400$—
Entergy Retirement Plan18.48$557,200$—
Andrew S. MarshSystem Executive Retirement Plan27.37$12,099,500$—
Entergy Retirement Plan27.37$857,700$—
Phillip R. May, Jr. (1)(3)System Executive Retirement Plan39.56$3,496,800$—
Entergy Retirement Plan39.56$2,038,600$—
Deanna D. Rodriguez(1)Pension Equalization Plan31.19$1,124,100$—
Entergy Retirement Plan31.19$1,507,100$—
Eliecer ViamontesCash Balance Equalization Plan5.95$71,500$—
Cash Balance Plan5.95$82,200$—

(1)As of December 31, 2025, Messrs. Brown, Fisackerly, and May, and Ms. Rodriguez were retirement eligible under the Entergy Retirement Plan.

(2)In 2022, the Company entered into an agreement with Mr. Brown and amended the PEP and the SERP, and pursuant to such agreement and amendments, the benefit payable to Mr. Brown (or to his surviving spouse) will be entitled to the Qualifying Transition Benefit under the SERP when he separates from employment with the Company if certain contingencies are met. See “Severance and Retention Arrangements – Non-qualified Pension Plan” for additional information on the Qualifying Transition Benefit. If Mr. Brown separates from service and the contingencies are not met, then Mr. Brown (or his surviving spouse) will receive the lesser of (i) the previously described benefit amount under the SERP or (ii) the benefit that would have been payable to Mr. Brown under the SERP or the PEP, without regard to the above-described amendments to the SERP and PEP.

On November 6, 2025, the Company announced that Mr. Brown will retire from Entergy in the spring of 2026. In connection with Mr. Brown’s anticipated retirement, the Company granted Mr. Brown permission to retire under the SERP in the spring of 2026 prior to attaining age 65, and upon such retirement Mr. Brown will become entitled to the Qualifying Transition Benefit. However, Mr. Brown’s SERP benefit remains subject to forfeiture in the event of a termination for “Cause” and also remains subject to the forfeiture provisions of Sections 6.01(c) and 6.01(d) of the SERP (relating to certain noncompete and confidentiality obligations).

(3)Service under the SERP is granted from the date of hire. Service under the qualified Entergy Retirement Plan is granted from the later of the date of hire or the plan participation date. The SERP amount reflected in the table for Mr. May is calculated based on 30 years of service pursuant to the terms of the SERP.

The tables below contain summaries of the pension benefit plans sponsored by Entergy that the NEOs participated in during 2025. Benefits for the NEOs who participate in these plans are determined using the same formulas as for other eligible employees.

Qualified Retirement Benefits

All of our NEOs, except for Mr. Viamontes, participate in the Entergy Retirement Plan, a tax-qualified final average pay defined benefit pension plan sponsored by Entergy. Mr. Viamontes participates in the Cash Balance Plan, which is a tax-qualified cash balance defined benefit pension plan Entergy sponsors for employees hired after June 30, 2014 and before January 1, 2021. Summaries of these plans are provided below. Benefits for the NEOs are determined using the same formulas as for other eligible employees:

Entergy Retirement PlanCash Balance Plan(1)
Eligible Named Executive OfficersMarcus V. BrownHaley R. FisackerlyAndrew S. MarshLaura R. LandreauxKimberly Cook-NelsonPhillip R. May, Jr.Kimberly A. FontanDeanna D. RodriguezEliecer Viamontes
EligibilityNon-bargaining employees hired before July 1, 2014Non-bargaining employees hired on or after July 1, 2014 and before January 1, 2021.
VestingA participant becomes vested in the Entergy Retirement Plan upon attainment of at least 5 years of vesting service or upon attainment of age 65 while actively employed by an Entergy system company.A participant becomes vested in the Cash Balance Plan upon attainment of at least 3 years of vesting service or upon attainment of age 65 while actively employed by an Entergy system company.
Form of Payment Upon RetirementBenefits are payable as an annuity. For employees who separate from service on or after January 1, 2018, a single lump sum distribution may be elected by the participant if eligibility criteria are met.Benefits are payable as an annuity or single lump sum distribution.
Entergy Retirement PlanCash Balance Plan(1)
Retirement Benefit FormulaBenefits are calculated as a single life annuity payable at age 65 and generally are equal to 1.5% of a participant’s Final Average Monthly Earnings (“FAME”) multiplied by years of service (not to exceed 40).Earnings for the purpose of calculating FAME generally include the employee’s base salary and eligible annual incentive awards subject to limitations imposed by the Internal Revenue Code of 1986, as amended (“Code”), and exclude all other bonuses. Executive annual incentive awards are not eligible for inclusion in earnings under this plan.FAME is calculated using the employee’s average monthly earnings for the 60 consecutive months in which the employee’s earnings were highest during the 120 month period immediately preceding the employee’s retirement and includes up to 5 eligible annual incentive awards paid during the 60 month period, except that executive annual incentive awards are not included in the FAME calculation.The normal retirement benefit at age 65 is determined by converting the sum of an employee’s annual pay credits and his or her annual interest credits into an actuarially equivalent annuity.Pay credits ranging from 4-8% of an employee’s eligible earnings are allocated annually to a notional account for the employee based on an employee’s age and years of service. Earnings for purposes of calculating an employee’s pay credit include the employee’s base salary and annual incentive awards, subject to Code limitations, and exclude all other bonuses. Executive annual incentive program awards are eligible for inclusion in earnings under this plan.Interest credits are calculated based upon the annual rate of interest on 30-year U.S. Treasury securities, as specified by the Internal Revenue Service, for the month of August preceding the first day of the applicable calendar year subject to a minimum rate of 2.6% and a maximum rate of 9%.
Benefit Timing(2)Normal retirement age under the plan is 65.A reduced terminated vested benefit may be commenced as early as age 55. The amount of this benefit is determined by reducing the normal retirement benefit by 7% per year for the first 5 years commencement precedes age 65 and 6% per year for each additional year commencement precedes age 65.A subsidized early retirement benefit may be commenced by employees who are at least age 55 with 10 years of service at the time they separate from service. The amount of this benefit is determined by reducing the normal retirement benefit by 2% per year for each year that early retirement precedes age 65.Normal retirement age under the plan is 65.A vested cash balance benefit may be commenced as early as the first day of the month following separation from service. The amount of the benefit is determined in the same manner as the normal retirement benefit described above in the “Retirement Benefit Formula” section.

(1)Effective January 1, 2022, the Entergy Corporation Cash Balance Plan for Non-Bargaining Employees merged into and became Appendix J of the Entergy Corporation Retirement Plan for Non-Bargaining Employees, but retained its eligibility, benefit formula, and all benefits, rights, and features.

(2)As of December 31, 2025, Messrs. Brown, Fisackerly, and May and Ms. Rodriguez were eligible for early retirement under the Entergy Retirement Plan.

Non-qualified Retirement Benefits

The NEOs are eligible to participate in certain non-qualified retirement benefit plans that provide retirement income in addition to the benefit provided under the qualified retirement plans, including the PEP, the Cash Balance Equalization Plan (“CBEP”), and the SERP. Upon separation from the Company, those NEOs who participate in both the PEP and the SERP will be paid only the greater of the benefit under the PEP or the SERP. Each of the SERP, PEP, and CBEP is an unfunded non-qualified defined benefit pension plan that provides benefits to key management employees. In general, upon disability, participants in the PEP and the SERP remain eligible for continued service credits until the earliest of recovery, separation from service due to disability, or retirement eligibility. Generally, spouses of participants who die before commencement of benefits may be eligible for a portion of the participant’s accrued benefit under these plans.

Pension Equalization PlanCash Balance Equalization PlanSystem Executive Retirement Plan
Eligible Named Executive OfficersMarcus V. BrownKimberly Cook-NelsonHaley R. Fisackerly Laura R. LandreauxAndrew S. MarshPhilip R. May, Jr.Kimberly A. FontanDeanna D. RodriguezEliecer ViamontesMarcus V. BrownHaley R. FisackerlyAndrew S. MarshPhilip R. May, Jr.
Eligibility(1)Management or highly compensated employees who participate in the Entergy Retirement PlanManagement or highly compensated employees who participate in the Cash Balance PlanCertain individuals who became executive officers before July 1, 2014
Form of Payment Upon RetirementSingle lump sum distributionSingle lump sum distributionSingle lump sum distribution
Retirement Benefit FormulaBenefits generally are equal to the actuarial present value of the difference between (1) the amount that would have been payable as an annuity under the qualified defined benefit pension plan, including executive annual incentive program awards as eligible earnings and without applying the limitations of the Code on pension benefits and earnings that may be considered in calculating tax-qualified pension benefits, and (2) the amount actually payable as an annuity under the qualified pension plan. Executive annual incentive awards are taken into account as eligible earnings under this plan.Benefits generally are equal to the difference between the amount that would have been payable as a lump sum under the Cash Balance Plan, but for the Code limitations on pension benefits and earnings that may be considered in calculating tax-qualified cash balance plan benefits, and the amount actually payable as a lump sum under the Cash Balance Plan.Benefits generally are equal to the actuarial present value of a specified percentage, based on the participant’s years of service and management level of the participant’s “Final Average Monthly Compensation” (which is generally 1/36th of the sum of the participant’s base salary and annual incentive plan award for the three highest years during the last 10 years preceding separation from service), after first being reduced by the value of the participant’s Entergy Retirement Plan benefit.
Pension Equalization PlanCash Balance Equalization PlanSystem Executive Retirement Plan
Benefit Timing(2)Payable at age 65Benefits payable prior to age 65 are subject to the same reduced terminated vested or early retirement reduction factors as benefits payable under the qualified pension plan as described above.Payable upon separation from service subject to six month delay if the participant is a "specified employee" under Code Section 409A.Payable upon separation from service subject to six month delay required under the Code Section 409A.Payable at age 65Prior to age 65, vesting is conditioned on the prior written consent of the officer’s Entergy employer.(3)Benefits payable prior to age 65 are subject to the same reduced terminated vested or subsidized early retirement reduction factors as benefits payable under the Entergy Retirement Plan as described above. Payable upon separation from service subject to six month delay if the participant is a "specified employee" under Code Section 409A.

(1)The SERP was closed to new executive officers effective July 1, 2014. Effective July 1, 2014, no new grants of supplemental service may be provided to participants in the PEP. Participants in Entergy Corporation’s Cash Balance Plan are not eligible to participate in the PEP and instead may be eligible to participate in the CBEP.

(2)Benefits accrued under the SERP, PEP, and CBEP, if any, will become fully vested if a participant is involuntarily terminated without cause or terminates his or her employment for good reason in connection with a change in control with payment generally made in a lump-sum payment as soon as reasonably practicable following the first day of the month after the termination of employment, unless delayed six months under Code Section 409A.

(3)On November 6, 2025 the Company announced that Mr. Brown will retire from Entergy in the spring of 2026. In connection with Mr. Brown’s anticipated retirement, the Company granted Mr. Brown permission to retire under the SERP in the spring of 2026 prior to attaining age 65, and upon such retirement Mr. Brown will become entitled to the Qualifying Transition Benefit described above in "Severance and Retention Arrangements – Non-qualified Pension Plan." However, Mr. Brown’s SERP benefit remains subject to forfeiture in the event of a termination for "Cause" and also remains subject to the forfeiture provisions of Sections 6.01(c) and 6.01(d) of the SERP (relating to certain noncompete and confidentiality obligations).

2025 Non-Qualified Deferred Compensation

As of December 31, 2025, Mr. May had a deferred account balance under a frozen Defined Contribution Restoration Plan. The amount is deemed invested, as chosen by Mr. May, in certain T. Rowe Price investment funds that are also available to participants under the Savings Plan. Mr. May has elected to receive the deferred account balance after he retires. The Defined Contribution Restoration Plan, until it was frozen in 2005, credited eligible employees’ deferral accounts with employer contributions to the extent contributions under the qualified savings plan in which the employee participated were subject to limitations imposed by the Code.

Defined Contribution Restoration Plan

NameExecutive Contributions in 2025Registrant Contributions in 2025Aggregate Earnings in 2025(1)Aggregate Withdrawals/DistributionsAggregate Balance at December 31, 2025
(a)(b)(c)(d)(e)(f)
Phillip R. May, Jr.$—$—$1,073$—$6,101

(1)Amounts in this column are not included in the Summary Compensation Table.

2025 Potential Payments Upon Termination or Change in Control

Entergy has plans and other arrangements that provide compensation to an NEO if his or her employment terminates under specified conditions, including following a change in control of Entergy.

Change in Control

Entergy does not have any plans or agreements that provide for payments or benefits to any of our NEOs solely upon a Change in Control (as defined below). Under the Continuity Plan, executive officers, including each of the NEOs are eligible to receive the cash severance payment and welfare plan benefits described below if their employment is terminated by their Entergy System employer other than for Cause (as defined below) or if they terminate their employment for Good Reason during a period beginning with a potential change in control and ending 24 months following the effective date of a Change in Control (a “Qualifying Termination”). A participant will not be eligible for benefits under the Continuity Plan if such participant: accepts employment with Entergy or any of its subsidiaries; elects to receive the benefits of another severance or separation program; removes, copies, or fails to return any property belonging to Entergy Corporation or any of its subsidiaries or violates the non-compete provision of the Continuity Plan (which generally runs for two years but extends to three years if permissible under applicable law). The Continuity Plan does not include any provisions for the waiver of a breach of any of these restrictive covenants.

In addition, under the 2019 OIP or an applicable equity award agreement issued under the 2019 OIP, upon a Qualifying Termination, our executive officers, including the NEOs, are eligible for the payments and benefits described in the table below under “Performance Units” and “Equity Awards.” Further, in the event of a Qualifying Termination, our executive officers, including the NEOs, are eligible for the benefits described in the table below for “Retirement Benefits” under the terms of the SERP, PEP, and/or CBEP, as applicable.

In the event of a Qualifying Termination, the executive officers, including the NEOs would receive lump sum severance payments and welfare benefits described below. In the event of a Qualifying Termination, all of the NEOs would receive the treatment described below for their retirement benefits and their outstanding performance units and equity awards:

Compensation ElementPayment and/or Benefit
Severance(1)A lump sum severance payment equal to a multiple of the sum of: (a) the participant’s annual base salary as in effect at any time within one year prior to the commencement of a Change in Control period or, if higher, immediately prior to a circumstance constituting good reason, plus (b) the participant’s annual incentive award, calculated using the average annual target opportunity derived under the annual incentive program for the two calendar years immediately preceding the calendar year in which termination occurs.
Performance UnitsFor outstanding performance units, participants would receive a number of shares of Entergy common stock equal to the greater of (1) the target number of performance units subject to the performance unit agreement or (2) the number of units that would vest under the performance unit agreement calculated based on Company performance through the participant’s termination date, in either case pro-rated based on the portion of the performance period that occurs through the termination date.
Equity AwardsAll unvested stock options and restricted stock units will vest immediately, and restrictions will lift on restricted shares, upon a Qualifying Termination pursuant to the terms of Entergy’s equity plans.
Retirement BenefitsBenefits already accrued under the SERP, PEP, and CBEP, if any, will become fully vested.
Welfare BenefitsParticipants who are not retirement-eligible would be eligible to receive Entergy-subsidized COBRA benefits for a period of 18 months.

(1) Cash severance payments are capped at 2.99 times the sum of (a) an executive’s annual base salary in effect at any time within one year before commencement of the Change in Control period, or, if higher, immediately prior to a circumstance constituting Good Reason under the Continuity Plan in effect at any time within one year before commencement of the change in control period or, if higher, immediately prior to a circumstance constituting Good Reason under the Continuity Plan, plus (b) the higher of the executive’s actual annual incentive payment under the annual incentive program for the year immediately preceding the calendar year in which termination occurs or the average of the executive’s target annual incentive award for the two calendar years preceding the year in which termination occurs. Any cash severance payments to be paid under the Continuity Plan in excess of this cap will be forfeited by the participant.

To protect shareholders and Entergy Corporation’s business model, executives are required to comply with non-compete provisions (which generally run for two years but extend to three years if permissible under applicable law) and confidentiality provisions. Subject to applicable law and the terms of the Continuity Plan, if an executive discloses non-public data or information concerning Entergy Corporation or any of its subsidiaries or violates his or her non-compete provision, he or she will be required to repay any benefits previously received under the Continuity Plan.

For purposes of the Continuity Plan, the following events are generally defined as:

Change in Control: (a) the purchase of 30% or more of either Entergy Corporation’s common stock or the combined voting power of Entergy Corporation’s voting securities; (b) the merger or consolidation of Entergy Corporation (unless its Board members constitute at least a majority of the board members of the surviving entity); (c) the liquidation, dissolution, or sale of all or substantially all of Entergy Corporation’s assets; or (d) a change in the composition of Entergy Corporation’s Board such that, during any two-year period, the individuals serving at the beginning of the period no longer constitute a majority of Entergy Corporation’s Board at the end of the period.

Potential Change in Control: (a) Entergy Corporation or an affiliate enters into an agreement, the consummation of which would constitute a Change in Control; (b) the Entergy Corporation Board adopts resolutions determining that, for purposes of the Continuity Plan, a potential Change in Control has occurred; (c) a System Company or other person or entity publicly announces an intention to take actions that would constitute a Change in Control; or (d) any person or entity becomes the beneficial owner (directly or indirectly) of Entergy Corporation’s outstanding shares of common stock constituting 20% or more of the voting power or value of the Entergy Corporation’s outstanding common stock.

Cause: The participant’s (a) willful and continuous failure to perform substantially his or her duties after written demand for performance; (b) engagement in conduct that is materially injurious to Entergy Corporation or any of its subsidiaries; (c) conviction or entry of a plea of guilty or no contest to a felony or other crime that materially and adversely affects the participant’s ability to perform his or her duties or Entergy Corporation’s reputation; (d) material violation of any agreement with Entergy Corporation or any of its subsidiaries; or (e) unauthorized disclosure of any of Entergy Corporation’s confidential information.

Good Reason: The participant’s (a) nature or status of duties and responsibilities is substantially altered or reduced; (b) salary is reduced by 5% or more; (c) primary work location is relocated outside the continental United States; (d) compensation plans are discontinued without an equitable replacement; (e) benefits or number of vacation days are substantially reduced; or (f) employment is terminated by an Entergy employer for reasons other than in accordance with the Continuity Plan.

Other Termination Events

For termination events, other than in connection with a Change in Control, the executive officers, including the NEOs, generally will receive the benefits set forth below:

Termination EventCompensation Element
SeveranceAnnual IncentiveStock OptionsRestricted Stock(2)Performance Units
Voluntary Resignation (Not Retirement)NoneForfeited(1)Unvested options are forfeited. Vested options expire on the earlier of (i) 90 days from the last day of active employment and (ii) the option’s normal expiration date.ForfeitedForfeited(3)
Termination for CauseNoneForfeitedForfeitedForfeitedForfeited
RetirementNonePro-rated based on number of days employed during the performance periodUnvested stock options continue to vest following retirement, in accordance with the original vesting schedule and expire on the earlier of (i) five years from the retirement date and (ii) the option’s normal expiration date.ForfeitedOfficers with a minimum of 12 months of participation are eligible for a pro-rated award based on actual performance and full months of service during the performance period
Death/DisabilityNonePro-rated based on number of days employed during the performance periodUnvested stock options vest on the termination date and expire on the earlier of (i) five years from the termination date and (ii) the option’s normal expiration dateFully VestOfficers are eligible for pro-rated award based on actual performance and full months of service during the performance period

(1)If an officer resigns after the completion of an annual incentive program performance period, but before the payment date of the annual incentive payment, he or she may receive, at Entergy’s discretion, an annual incentive payment.

(2)This column refers solely to restricted stock awards. Certain officers are occasionally granted restricted stock units for retention purposes, to offset forfeited compensation from a previous employer or for other limited purposes. The treatment of restricted stock units depends on the terms of the individual restricted stock unit agreement, which terms can vary. The standard off-cycle restricted stock unit agreement approved by the Talent and Compensation Committee provides that the units are forfeited if employment is terminated for any reason before the vesting date, except in the case of a termination other than for cause or voluntary termination for Good Reason during a Change in Control period. However, individual restricted stock unit agreements may provide for accelerated vesting in certain events, such as death or disability. Ms. Cook-Nelson has outstanding restricted stock units, the treatment of which upon various events of termination is disclosed in connection with the table below.

(3)If an officer resigns after the completion of a PUP performance period, he or she will receive a payout under the PUP based on actual performance during the performance period.

Aggregate Termination Payments

The tables below reflect the amount of compensation each of the NEOs would have received if his or her employment had been terminated as of December 31, 2025 under the various scenarios described above. For purposes of these tables, a stock price of $92.43 was used, which was the closing market price of Entergy Corporation stock on December 31, 2025, the last trading day of the year.

Benefits and Payments UponTerminationVoluntaryResignationForCauseTermination forGood Reason orNot for CauseRetirementDisabilityDeathTerminationRelated to aChange inControl
Marcus V. Brown(1)
Severance Payment$—$—$—$—$—$—$4,425,111
Performance Units(3)$—$—$—$1,200,019$1,200,019$1,200,019$1,200,019
Stock Options(4)$—$—$—$—$1,488,123$1,488,123$1,488,123
Restricted Stock$—$—$—$—$961,144$961,144$961,144
Welfare Benefits(5)$—$—$—$—$—$—$—
Kimberly Cook-Nelson(2)
Severance Payment$—$—$—$—$—$—$3,911,250
Performance Units(3)$—$—$—$—$1,080,229$1,080,229$1,080,229
Stock Options$—$—$—$—$1,265,832$1,265,832$1,265,832
Restricted Stock$—$—$—$—$806,567$806,567$806,567
Welfare Benefits(6)$—$—$—$—$—$—$36,027
Unvested Restricted Stock Units(7)$—$—$—$—$—$—$1,722,895
Haley R. Fisackerly(1)
Severance Payment$—$—$—$—$—$—$1,469,555
Performance Units(3)$—$—$—$375,173$375,173$375,173$375,173
Stock Options(4)$—$—$—$—$488,510$488,510$488,510
Restricted Stock$—$—$—$—$306,722$306,722$306,722
Welfare Benefits(5)$—$—$—$—$—$—$—
Kimberly A. Fontan(2)
Severance Payment$—$—$—$—$—$—$4,042,575
Performance Units(3)$—$—$—$—$1,470,561$1,470,561$1,470,561
Stock Options$—$—$—$—$1,730,131$1,730,131$1,730,131
Restricted Stock$—$—$—$—$1,108,582$1,108,582$1,108,582
Welfare Benefits(6)$—$—$—$—$—$—$36,027
Laura R. Landreaux(2)
Severance Payment$—$—$—$—$—$—$1,457,000
Performance Units(3)$—$—$—$—$453,554$453,554$453,554
Stock Options$—$—$—$—$548,101$548,101$548,101
Restricted Stock$—$—$—$—$325,540$325,540$325,540
Welfare Benefits(6)$—$—$—$—$—$—$36,027
Benefits and Payments UponTerminationVoluntaryResignationForCauseTermination forGood Reason orNot for CauseRetirementDisabilityDeathTerminationRelated to aChange inControl
Andrew S. Marsh(2)
Severance Payment$—$—$—$—$—$—$8,775,000
Performance Units(3)$—$—$—$—$5,893,521$5,893,521$5,893,521
Stock Options$—$—$—$—$7,012,150$7,012,150$7,012,150
Restricted Stock$—$—$—$—$4,663,393$4,663,393$4,663,393
Welfare Benefits(6)$—$—$—$—$—$—$36,027
Phillip R. May, Jr.(1)
Severance Payment$—$—$—$—$—$—$1,712,000
Performance Units(3)$—$—$—$455,125$455,125$455,125$455,125
Stock Options(4)$—$—$—$—$564,677$564,677$564,677
Restricted Stock$—$—$—$—$359,358$359,358$359,358
Welfare Benefits(5)$—$—$—$—$—$—$—
Deanna D. Rodriguez(1)
Severance Payment$—$—$—$—$—$—$1,167,243
Performance Units(3)$—$—$—$243,460$243,460$243,460$243,460
Stock Options(4)$—$—$—$—$308,814$308,814$308,814
Restricted Stock$—$—$—$—$197,217$197,217$197,217
Welfare Benefits(5)$—$—$—$—$—$—$—
Eliecer Viamontes(2)
Severance Payment$—$—$—$—$—$—$1,441,500
Performance Units(3)$—$—$—$—$304,649$304,649$304,649
Stock Options$—$—$—$—$385,181$385,181$385,181
Restricted Stock$—$—$—$—$245,497$245,497$245,497
Welfare Benefits(6)$—$—$—$—$—$—$36,027

(1)As of December 31, 2025, Mr. Brown, Mr. Fisackerly, Mr. May and Ms. Rodriguez were retirement eligible and would retire rather than voluntarily resign, and in addition to the payments and benefits in the table, each also would be entitled to receive their vested pension benefits under the Entergy Retirement Plan and their benefit under the PEP or the SERP, to the extent applicable, the latter of which requires the prior written consent of the officer’s Entergy employer to separate prior to age 65. Mr. Brown participates in the SERP and the PEP, but is entitled to receive a benefit only from the SERP or the PEP, but not both, depending on whether his retirement is a qualifying transition termination under the SERP. In connection with Mr. Brown’s anticipated retirement, the Company granted Mr. Brown permission to retire under the SERP in the spring of 2026 prior to attaining age 65, and upon such retirement Mr. Brown will become entitled to the Qualifying Transition Benefit described above in “Severance and Retention Arrangements – Non-qualified Pension Plan.” However, Mr. Brown’s SERP benefit remains subject to forfeiture in the event of a termination for “Cause” and also remains subject to the forfeiture provisions of Sections 6.01(c) and 6.01(d) of the SERP (relating to certain noncompete and confidentiality obligations). As previously discussed, Ms. Rodriguez does not participate in the SERP. For a description of these benefits, see “2025 Pension Benefits.” In addition, Mr. Brown would be entitled to continue to vest in any outstanding unvested stock options following retirement in accordance with the original vesting schedule thereof, which options would expire five years after retirement date. Mr. Brown would not be eligible to receive the Change in Control and other severance benefits due to his planned retirement in the spring of 2026.

(2)See “2025 Pension Benefits” for a description of the pension benefits Ms. Cook-Nelson, Ms. Fontan, Ms. Landreaux, Mr. Marsh, and Mr. Viamontes may receive upon the occurrence of certain termination events since they are not yet retirement eligible.

(3)For purposes of the table, in the event of a qualifying termination related to a Change in Control, each NEO would receive a number of performance units for the 2024–2026 PUP performance period and a number of performance units for the 2025–2027 PUP performance period, calculated as follows:

The greater of (1) the target number of performance units subject to the performance unit agreements or (2) the number of performance units that would vest under the performance unit agreements calculated based on Entergy Corporation’s actual performance through the NEO’s termination date, in either case pro-rated based on the portion of the performance period that occurs through the termination date.

For purposes of the table, the values of the performance unit awards for the open PUP performance periods for each NEO were calculated as follows, based on the assumption that the target number of performance units was the greater number:

Mr. Brown:

2024–2026 PUP Performance Period: 9,899 (24/36x14,848) performance units at target, assuming a stock price of $92.43 = $914,965

2025–2027 PUP Performance Period: 3,084 (12/36x9,252) performance units at target, assuming a stock price of $92.43 = $285,054

Total: $1,200,019

Ms. Cook-Nelson:

2024 – 2026 PUP Performance Period: 9,115 (24/36x13,672) performance units at target, assuming a stock price of $92.43 = $842,499

2025 – 2027 PUP Performance Period: 2,572 (12/36x7,714) performance units at target, assuming a stock price of $92.43 = $237,730

Total: $1,080,229

Mr. Fisackerly:

2024 – 2026 PUP Performance Period: 3,154 (24/36x4,730) performance units at target, assuming a stock price of $92.43 = $291,524

2025 – 2027 PUP Performance Period: 905 (12/36x2,715) performance units at target, assuming a stock price of $92.43 = $83,649

Total: $375,173

Ms. Fontan:

2024 – 2026 PUP Performance Period: 12,338 (24/36x18,506) performance units at target, assuming a stock price of $92.43 = $1,140,401

2025 – 2027 PUP Performance Period: 3,572 (12/36x10,714) performance units at target, assuming a stock price of $92.43 = $330,160

Total:$1,470,561

Ms. Landreaux:

2024 – 2026 PUP Performance Period: 4,040 (24/36x6,060) performance units at target, assuming a stock price of $92.43 = $373,417

2025 – 2027 PUP Performance Period: 867 (12/36x2,600) performance units at target, assuming a stock price of $92.43 = $80,137

Total: $453,554

Mr. Marsh:

2024 – 2026 PUP Performance Period:47,668 (24/36x71,502) performance units at target, assuming a stock price of $92.43 = $4,405,953

2025 – 2027 PUP Performance Period: 16,094 (12/36x48,282) performance units at target, assuming a stock price of $92.43 = $1,487,568

Total: $5,893,521

Mr. May:

2024 – 2026 PUP Performance Period: 3,807 (24/36x5,710) performance units at target, assuming a stock price of $92.43 = $351,881

2025 – 2027 PUP Performance Period: 1,117 (12/36x3,349) performance units at target, assuming a stock price of $92.43 = $103,244

Total: $455,125

Ms. Rodriguez:

2024 – 2026 PUP Performance Period: 2,022 (24/36x3,032) performance units at target, assuming a stock price of $92.43 = $186,893

2025 – 2027 PUP Performance Period: 612 (12/36x1,835) performance units at target, assuming a stock price of $92.43 = $56,567

Total: $243,460

Mr. Viamontes:

2024 – 2026 PUP Performance Period: 2,536 (24/36x3,804) performance units at target, assuming a stock price of $92.43 = $234,402

2025 – 2027 PUP Performance Period: 760 (12/36x2,280) performance units at target, assuming a stock price of $92.43 = $70,247

Total: $304,649

In the event of retirement, in the case of Mr. Brown, Mr. Fisackerly, Mr. May or Ms. Rodriguez each would receive a pro-rated portion of the applicable achievement level of PUP performance units for each open PUP performance period, based on his or her full months of participation in such PUP performance period, provided he or she has completed a minimum of 12 months of full-time employment in the applicable PUP performance period. For purposes of calculating for the above table the number of performance units Mr. Brown, Mr. Fisackerly, Mr. May and Ms. Rodriguez would receive in the event of retirement, it is assumed the achievement levels for the 2024–2026 PUP Performance Period and the 2025–2027 PUP performance period are at target. The resulting number of performance units and values are the same as calculated above for a qualifying termination related to a change in control.

In the event of death or disability of any NEO, the NEO or his or her estate would receive a pro-rated portion of the applicable achievement level of PUP performance units for each open PUP performance period, based on his or her full months of participation in such PUP performance period, with no required minimum amount of full-time employment in the applicable PUP performance period.

(4)As discussed previously, upon retirement, unvested stock options would continue to vest for each of Mr. Brown, Mr. Fisackerly, Mr. May and Ms. Rodriguez in accordance with the original vesting schedule and expire on the earlier of (i) five years from the retirement date and (ii) the option’s normal expiration date. See “2025 Outstanding Equity Awards at Fiscal Year-End” for information regarding each of these NEOs’ unvested stock options as of December 31, 2025. Assuming a stock price as of December 31, 2025 on the vesting dates of each of these NEOs’ unvested stock options, the in-the-money value of their stock options in the event of retirement (including stock options that remain unvested) would be the same as is set forth in the table above within the Death, Disability and Termination Related to a Change in Control columns.

(5)Upon retirement, Mr. Brown, Mr. Fisackerly, Mr. May and Ms. Rodriguez would be eligible for post-retirement medical and life insurance benefits, the same as all other eligible retirees.

(6)Pursuant to the Executive Continuity Plan, in the event of a termination related to a Change in Control, Ms. Cook-Nelson, Ms. Fontan, Ms. Landreaux, Mr. Marsh and Mr. Viamontes would be eligible to receive Entergy-subsidized COBRA benefits for 18 months.

(7)Ms. Cook-Nelson’s 18,640 restricted stock units are scheduled to vest as to 7,456 units on February 1, 2027 and 11,184 on August 1, 2029. Pursuant to her restricted stock unit agreement, Ms. Cook-Nelson is subject to certain restrictions on her ability to compete with Entergy and its affiliates during and for 12 months after her employment with Entergy, or to solicit its employees or customers during and for 12 months after her employment with Entergy. In addition, the restricted stock unit agreement limits Ms. Cook-Nelson’s ability to disparage Entergy and its affiliates. In the event of a breach of any of these restrictions, Ms. Cook-Nelson must repay to Entergy any shares of Entergy stock paid to her in respect of the restricted stock units and any amounts she received upon the sale or transfer of any such shares. In the event of a Change in Control, the unvested restricted stock units will fully vest upon Ms. Cook-Nelson’s Qualifying Termination during the Change in Control period and she will no longer be subject to the above-described noncompete, nonsolicitation, and nondisparagement provisions.

Pay Ratio

As required by Section 953(b) of the Dodd-Frank Act, the following disclosure is being provided about the relationship of the annual total compensation of the employees of each of the Utility operating companies to the annual total compensation of their respective Presidents and Chief Executive Officers. The pay ratio estimate for each of the Utility operating companies has been calculated in a manner consistent with Item 402(u) of Regulation S-K.

Identification of Median Employee

For each of the Utility operating companies, October 17, 2025 was selected as the date on which to determine the median employee. This date is different from the date used in the prior year; however, the methodology used to determine the date is consistent with that used in the prior year. This date corresponds to the first day of the three month period prior to fiscal year-end for which information can be obtained about employees and all subsidiaries have the same number of pay cycles. To identify the median employee from each of the Utility operating companies’ employee population base, all compensation included in Box 5 of Form W-2 was considered with all before-tax deductions added back to this compensation (“Box 5 Compensation”). For purposes of determining the median employee of each Utility operating company, Box 5 Compensation was selected as it is believed to be representative of the compensation received by the employees of each respective Utility operating company and is readily available. The calculation of annual total compensation of the median employee for each Utility operating company is the same calculation used to determine total compensation for purposes of the 2024 Summary Compensation Table with respect to each of the NEOs.

Entergy Arkansas Ratio

The median of the annual total compensation of all of Entergy Arkansas’s employees, other than Ms. Landreaux, was $159,924.

Ms. Landreaux’s annual total compensation, as reported in the Total column of the 2025 Summary Compensation Table, was $1,602,634.

Based on this information, the ratio of the annual total compensation of Ms. Landreaux to the median of the annual total compensation of all employees is estimated to be 10:1.

Entergy Louisiana Ratio

The median of the annual total compensation of all of Entergy Louisiana’s employees, other than Mr. May, was $169,146.

Mr. May’s annual total compensation, as reported in the Total column of the 2025 Summary Compensation Table, was $2,365,337.

Based on this information, the ratio of the annual total compensation of Mr. May to the median of the annual total compensation of all employees is estimated to be 14:1.

Entergy Mississippi Ratio

The median of the annual total compensation of all of Entergy Mississippi’s employees, other than Mr. Fisackerly, was $161,269.

Mr. Fisackerly’s annual total compensation, as reported in the Total column of the 2025 Summary Compensation Table, was $2,199,295.

Based on this information, the ratio of the annual total compensation of Mr. Fisackerly to the median of the annual total compensation of all employees is estimated to be 14:1.

Entergy New Orleans Ratio

The median of the annual total compensation of all of Entergy New Orleans’s employees, other than Ms. Rodriguez, was $180,558.

Ms. Rodriguez’s annual total compensation, as reported in the Total column of the 2025 Summary Compensation Table, was $1,501,185.

Based on this information, the ratio of the annual total compensation of Ms. Rodriguez to the median of the annual total compensation of all employees is estimated to be 8:1.

Entergy Texas Ratio

The median of the annual total compensation of all of Entergy Texas’s employees, other than Mr. Viamontes, was $157,240.

Mr. Viamontes’ annual total compensation, as reported in the Total column of the 2025 Summary Compensation Table, was $1,393,443.

Based on this information, the ratio of the annual total compensation of Mr. Viamontes to the median of the annual total compensation of all employees is estimated to be 9:1.

Policies and Practices Related to the Timing of Grants of Certain Equity Awards

The Talent and Compensation Committee and senior management monitor the Company’s equity grant practices to evaluate whether such policies comply with governing regulations and are consistent with good corporate practices. When making regular annual equity grants, including stock options, the Talent and Compensation Committee’s practice is to approve them at a regularly scheduled meeting in late January or in the first week of February of each year, which is near the beginning of the Company’s fiscal year, as part of its annual compensation review. In addition, the Talent and Compensation Committee may make grants at other times during the year for new hires or for other reasons, including, for example, job promotions or for retention purposes. Because the Talent and Compensation Committee’s regular meeting schedule is generally determined in the prior fiscal year and, as noted above, the Company generally makes annual equity awards to our NEOs at approximately the same time each year, the proximity of any awards to other significant corporate events is coincidental. The Company does not time its equity awards to take advantage of the release of earnings or other major announcements by the Company or market conditions.

During 2025, no stock option grants were made to any of our NEOs during any period beginning four business days before the filing or furnishing of a periodic report or current report and ending one business day after the filing or furnishing of any such report with the SEC.

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