HAWAIIAN ELECTRIC CO INC
For the period ended Dec 31, 2025. Filed Feb 27, 2026.
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FY2025 · Filed Feb 27, 2026
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Item 16. FORM 10-K SUMMARY
SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED BALANCE SHEETS
| December 31 | 2025 | 2024 |
|---|---|---|
| (dollars in thousands) | ||
| Assets | ||
| Current assets: | ||
| Cash and cash equivalents | $9,769 | $564,184 |
| Restricted cash | — | 6,320 |
| Accounts and intercompany receivables | 53,122 | 12,362 |
| Notes receivable from subsidiaries | — | 684 |
| Other assets | 2,302 | 8,688 |
| Total current assets | 65,193 | 592,238 |
| Noncurrent assets: | ||
| Property, plant and equipment, net | 903 | 1,300 |
| Deferred income tax assets | 7,665 | 9,870 |
| Other assets | 15,339 | 7,477 |
| Investments in subsidiaries, at equity - continuing operations | 1,881,027 | 1,747,992 |
| Total noncurrent assets | 1,904,934 | 1,766,639 |
| Total assets | $1,970,127 | $2,358,877 |
| Liabilities and shareholders’ equity | ||
| Liabilities | ||
| Current liabilities: | ||
| Accounts payable | $2,156 | $4,982 |
| Interest payable | 492 | 3,262 |
| Wildfire-related claim | 47,750 | — |
| Current maturities on long-term debt | — | 49,962 |
| Other | 65,184 | 69,295 |
| Total current liabilities | 115,582 | 127,501 |
| Long-term debt, net | 227,142 | 730,598 |
| Retirement benefits liability | 18,991 | 19,114 |
| Other | 2,493 | 2,575 |
| Total noncurrent liabilities | 248,626 | 752,287 |
| Total liabilities | 364,208 | 879,788 |
| Shareholders’ equity | ||
| Preferred stock, no par value, authorized 10,000,000 shares; issued: none | — | — |
| Common stock, no par value, authorized 400,000,000 shares; issued and outstanding: 172,620,476 shares and 172,465,608 shares at December 31, 2025 and 2024, respectively | 2,268,187 | 2,264,544 |
| Retained earnings (deficit) | (665,606) | (788,916) |
| Accumulated other comprehensive income, net of taxes | 3,338 | 3,461 |
| Total shareholders’ equity | 1,605,919 | 1,479,089 |
| Total liabilities and shareholders’ equity | $1,970,127 | $2,358,877 |
SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF REGISTRANT (continued)
CONDENSED STATEMENTS OF INCOME
| Years ended December 31 | 2025 | 2024 | 2023 |
|---|---|---|---|
| (in thousands) | |||
| Revenues | $200 | $492 | $268 |
| Equity in net income (loss) of subsidiaries - continuing operations | 154,474 | (1,271,182) | 186,170 |
| Expenses | |||
| Operating, administrative and general | 31,434 | 38,853 | 22,962 |
| Depreciation of property, plant and equipment | 410 | 409 | 402 |
| Taxes, other than income taxes | 1,153 | 1,120 | 864 |
| Total expenses | 32,997 | 40,382 | 24,228 |
| Operating income (loss) | 121,677 | (1,311,072) | 162,210 |
| Retirement defined benefits expense—other than service costs | 653 | 383 | 289 |
| Interest expense | 19,720 | 39,406 | 32,630 |
| Interest income | (12,591) | (12,729) | (2,651) |
| Income (loss) from continuing operations before income tax benefits | 113,895 | (1,338,132) | 131,942 |
| Income tax benefits | 9,225 | 15,609 | 13,934 |
| Income (loss) from continuing operations | 123,120 | (1,322,523) | 145,876 |
| Equity in net income (loss) of subsidiaries - discontinued operations | — | (103,486) | 53,362 |
| Net income (loss) | $123,120 | $(1,426,009) | $199,238 |
STATEMENTS OF COMPREHENSIVE INCOME
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
Incorporated by reference are HEI and Subsidiaries’ Statements of Consolidated Comprehensive Income and Consolidated Statements of Changes in Shareholders’ Equity in Part II, Item 8.
SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF REGISTRANT (continued)
CONDENSED STATEMENTS OF CASH FLOWS
| Years ended December 31 | 2025 | 2024 | 2023 |
|---|---|---|---|
| (in thousands) | |||
| Net cash provided by (used in) operating activities | $(1,906) | $(9,324) | $131,873 |
| Cash flows from investing activities | |||
| Increase in note receivable from subsidiary | — | (5,004) | (3,542) |
| Capital expenditures | (12) | (214) | (21) |
| Proceeds from sale of subsidiaries | 13,781 | 400,950 | — |
| Investments in subsidiaries | (15,377) | (510,650) | (12,246) |
| Other | (896) | (1,518) | 610 |
| Net cash used in investing activities | (2,504) | (116,436) | (15,199) |
| Cash flows from financing activities | |||
| Net decrease in short-term borrowings with original maturities of three months or less | — | — | (49,683) |
| Proceeds from issuance of short-term debt | — | — | 65,000 |
| Repayment of short-term debt | — | — | (100,000) |
| Proceeds from issuance of long-term debt | — | — | 100,000 |
| Repayment of long-term debt | (402,262) | — | (50,000) |
| Proceeds from issuance of revolving credit facility | 10,000 | — | 175,000 |
| Repayment of syndicated credit facility | (163,000) | (2,000) | — |
| Withheld shares for employee taxes on vested share-based compensation | (178) | (1,074) | (2,371) |
| Net proceeds from issuance of common stock | — | 556,612 | 1,223 |
| Common stock dividends | — | — | (112,957) |
| Other | (885) | — | (771) |
| Net cash provided by (used in) financing activities | (556,325) | 553,538 | 25,441 |
| Net increase (decrease) in cash and equivalents | (560,735) | 427,778 | 142,115 |
| Cash, cash equivalents and restricted cash, January 1 | 570,504 | 142,726 | 611 |
| Cash, cash equivalents and restricted cash December 31 | 9,769 | 570,504 | 142,726 |
| Less: restricted cash | — | (6,320) | (6,216) |
| Cash and cash equivalents December 31 | $9,769 | $564,184 | $136,510 |
NOTES TO CONDENSED FINANCIAL INFORMATION
Basis of Presentation
The “Notes to Consolidated Financial Statements” in Part II, Item 8 should be read in conjunction with the above HEI (Parent Company) financial statements. All HEI subsidiaries are reflected in the Condensed Financial Statements under the equity method. Income taxes for equity method investments are included in “Equity in net income of subsidiaries.”
Long-term debt
The components of long-term debt, net, were as follows:
| December 31 | 2025 | 2024 |
|---|---|---|
| (dollars in thousands) | ||
| HEI 4.58% senior notes, paid in 2025 | $— | $50,000 |
| HEI 4.72% senior notes, due 2028 | 37,096 | 100,000 |
| HEI 2.82% senior notes, due 2028 | 8,903 | 24,000 |
| HEI 2.48% senior notes, due 2028 | 11,129 | 30,000 |
| HEI 6.04% senior notes, due 2028 | 14,467 | 39,000 |
| HEI 2.98% senior notes, due 2030 | 18,548 | 50,000 |
| HEI 3.15% senior notes, due 2031 | 18,919 | 51,000 |
| HEI 2.78% senior notes, due 2031 | 9,274 | 25,000 |
| HEI 2.98% senior notes, due 2032 | 11,129 | 30,000 |
| HEI 5.43% senior notes, due 2032 | 27,822 | 75,000 |
| HEI 6.10% senior notes, due 2033 | 22,629 | 61,000 |
| HEI 5.43% senior notes, due 2034 | 12,984 | 35,000 |
| HEI 3.74% senior notes, due 2051 | 7,419 | 20,000 |
| HEI 3.94% senior notes, due 2052 | 7,419 | 20,000 |
| HEI revolving credit facility SOFR + 2.50% due 20301 | 20,000 | 173,000 |
| Less unamortized debt issuance costs | (596) | (2,440) |
| Less current portion long-term debt, net of unamortized debt issuance cost | — | (49,962) |
| Long term debt, net | $227,142 | $730,598 |
1 As of December 31, 2025 and 2024, the weighted-average interest rate was 6.32% and 6.89%, respectively. At December 31, 2024, the credit facility’s interest rate was based on term SOFR plus the applicable margin of 1.75%, reduced by a 0.05% sustainability margin adjustment, plus an additional 0.10% spread adjustment.
HEI senior notes. On April 9, 2025, pursuant to a March 5, 2025 offer tendered to, and accepted by, each holder of its outstanding senior notes issued pursuant to a series of six separate note purchase agreements, HEI repaid a ratable portion of each note using the net cash proceeds from the sale of ASB amounting to $384 million, together with interest accrued amounting to $5 million.
As of December 31, 2025, the aggregate principal payments required on long-term debt arenil in 2026, nil in 2027, $72 million in 2028, nil in 2029 and $39 million for 2030.
Income taxes
The Company’s financial reporting policy for income tax allocations is based upon a separate entity concept whereby each subsidiary provides income tax expense (or benefits) as if each were a separate taxable entity. The difference between the aggregate separate tax return income tax provisions and the consolidated financial reporting income tax provision is charged or credited to HEI’s separate tax provision.
Dividends from HEI subsidiaries
In 2025, 2024 and 2023, cash dividends received from subsidiaries were $51 million, $427 million and $168 million, respectively. Dividends in 2025 and 2024 includes $4.5 million and $401.0 million, respectively, from ASB Hawaii related to the proceeds from the sale of ASB. Dividends in 2025 also includes $9.3 million related to the sale of other subsidiaries.
Supplemental disclosures of noncash activities
In 2025 and 2024, $0.7 million and $9.6 million, respectively, of HEI notes and interest receivable from Mahipapa was forgiven in connection with the impairment analyses.
In 2025, 2024 and 2023, nil, $1.6 million and $2.3 million, respectively, of HEI accounts receivable from ASB Hawaii were reduced with a corresponding reduction in HEI notes payable to ASB Hawaii in noncash transactions.
In 2025, 2024 and 2023, nil, $1.6 million and $2.3 million, respectively, were contributed as equity by HEI into ASB Hawaii with a corresponding increase in HEI notes payable to ASB Hawaii in noncash transactions.
Under the HEI DRIP, common stock dividends reinvested by shareholders in HEI common stock in noncash transactions wasnil, nil and $5 million for 2025, 2024 and 2023, respectively. HEI satisfied the share purchase requirements of the DRIP from January 2023 through September 4, 2023, December 6 through December 31, 2023, in 2024 and 2025 through open market purchases of its common stock rather than new issuances. From September 5 through December 5. 2023, HEI satisfied the share purchase requirements of DRIP through new issuances.
Hawaiian Electric Industries, Inc. and subsidiaries
and Hawaiian Electric Company, Inc. and subsidiaries
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
Years ended December 31, 2025, 2024 and 2023
| Col. A · Col. B · Col. C · Col. D · Col. E | |||||
|---|---|---|---|---|---|
| (in thousands) | Additions | ||||
| Description | Balanceat begin-ning ofperiod | Charged tocosts andexpenses | Chargedto otheraccounts | Deductions | Balance atend ofperiod |
| Allowance for uncollectible accounts – electric utility | $5,562 | $3,541 | $1,138(a) | $3,474(b) | $6,767 |
| Allowance for uncollectible accounts – electric utility | $4,560 | $4,721 | $1,965(a) | $5,684(b) | $5,562 |
| Allowance for uncollectible accounts – electric utility | $6,111 | $8,161 | $(665)(a) | $9,047(b) | $4,560 |
(a)Includes $213, $300 and $2,700 of recoveries from previous deferred bad debt expense for 2025, 2024 and 2023, respectively.
(b)Bad debts charged off.
(a)(3) and (b) Exhibits
The exhibits listed for HEI and Hawaiian Electric are listed in the index under the headings “HEI” and “Hawaiian Electric,” respectively, except that the exhibits listed under “Hawaiian Electric” are also exhibits for HEI.
EXHIBIT INDEX
The exhibits designated by an asterisk (*) are filed herewith. The exhibits not so designated are incorporated by reference to the indicated filing.
| Exhibit no. · Description · Form · File Number · Exhibit # · Filing date | ||||||
|---|---|---|---|---|---|---|
| HEI: | ||||||
| * | 3(i) | HEI’s Amended and Restated Articles of Incorporation effective May 13, 2025. | ||||
| 3(ii) | HEI’s Amended and Restated Bylaws effective November 3, 2022. | 10-Q | 1-8503 | 3 | 11/7/22 | |
| 4 | Description of HEI Common Stock | 10-K | 1-8503 | 4 | 2/28/20 | |
| 4.1 | Agreement to provide the SEC with instruments which define the rights of holders of certain long-term debt of HEI and its subsidiaries. | 10-Q | 1-8503 | 4.1 | 5/9/22 | |
| 4.2 | Hawaiian Electric Industries Retirement Savings Plan, restatement effective October 6, 2022. | 10-Q | 1-8503 | 4 | 5/9/23 | |
| 4.2(a) | Amendment 2023-1 to the Hawaiian Electric Industries Retirement Savings Plan, restatement effective August 1, 2023. | 10-K | 1-8503 | 4.2(a) | 2/29/24 | |
| 4.2(b) | Amendment 2024-1 to the Hawaiian Electric Industries Retirement Savings Plan, restatement effective January 1, 2025. | 10-K | 1-8503 | 4.2(b) | 2/24/25 | |
| 4.3 | Master Trust Agreement dated as of September 4, 2012 between HEI and ASB and Fidelity Management Trust Company, as Trustee | 10-Q | 1-8503 | 4 | 11/8/12 | |
| 4.3(a) | Letter Amendment effective November 28, 2012 to Master Trust Agreement dated as of September 4, 2012 between HEI and ASB and Fidelity Management Trust Company. | 10-K | 1-8503 | 4.6(a) | 2/19/13 | |
| 4.3(b) | Letter Amendment effective October 1, 2014 to Master Trust Agreement dated as of September 4, 2012 between HEI and ASB and Fidelity Management Trust Company. | 10-Q | 1-8503 | 4 | 11/6/14 | |
| 4.3(c) | First Amendment effective March 1, 2015 to Master Trust Agreement (dated as of September 4, 2012) between HEI and ASB and Fidelity Management Trust Company. | 10-Q | 1-8503 | 4 | 5/6/15 | |
| 4.3(d) | Letter Amendment effective August 3, 2015 to Master Trust Agreement (dated as of September 4, 2012) between HEI and ASB and Fidelity Management Trust Company. | 10-K | 1-8503 | 4.4(d) | 3/1/18 | |
| 4.3(e) | Letter Amendment effective August 15, 2017 to Master Trust Agreement (dated September 4, 2012) between HEI and ASB and Fidelity Management Trust Company. | 10-Q | 1-8503 | 4 | 11/2/17 | |
| 4.3(f) | Second Amendment effective January 1, 2018 to Master Trust Agreement (dated September 4, 2012) between HEI and ASB and Fidelity Management Trust Company. | 10-K | 1-8503 | 4.4(f) | 3/1/18 | |
| 4.3(g) | Letter of Direction effective January 2, 2018 to Master Trust Agreement (dated September 4, 2012) between HEI and ASB and Fidelity Management Trust Company. | 10-K | 1-8503 | 4.4(g) | 3/1/18 | |
| 4.3(h) | Third Amendment effective July 1, 2018 to Master Trust Agreement (dated September 4, 2012) between HEI and ASB and Fidelity Management Trust Company. | 10-Q | 1-8503 | 4 | 8/3/18 | |
| 4.3(i) | Fourth Amendment effective June 26, 2019 to Master Trust Agreement (dated September 4, 2012) between HEI and ASB and Fidelity Management Trust Company. | S-8 | 333-232360 | 4.15 | 6/26/19 | |
| 4.3(j) | Letter Amendment effective November 1, 2019 to Master Trust Agreement (dated September 4, 2012) between HEI and ASB and Fidelity Management Trust Company. | 10-K | 1-8503 | 4.4(j) | 2/28/20 | |
| 4.3(k) | Fifth Amendment effective March 1, 2020 to Master Trust Agreement (dated September 4, 2012) between HEI and ASB and Fidelity Management Trust Company | 10-Q | 1-8503 | 4.2 | 5/5/20 | |
| 4.3(l) | Letter Amendment effective October 15, 2021 to Master Trust Agreement (dated September 4, 2012) between HEI and ASB and Fidelity Management Trust Company | 10-Q | 1-8503 | 4 | 11/5/21 | |
| Exhibit no. | Description | Form | File Number | Exhibit # | Filing date |
|---|---|---|---|---|---|
| 4.3(m) | Letter Amendment effective November 1, 2022 to Master Trust Agreement (dated September 4, 2012) between HEI and ASB and Fidelity Management Trust Company. | 10-Q | 1-8503 | 4 | 11/7/22 |
| 4.3(n) | Sixth Amendment effective January 1, 2023 to Master Trust Agreement (dated September 4, 2012) between HEI and ASB and Fidelity Management Trust Company. | 10-K | 1-8503 | 4.4(n) | 2/27/23 |
| 4.3(o) | Personalized Planning and Advice Amendment effective April 1, 2024 to Master Trust Agreement (dated September 4, 2012) between HEI and ASB and Fidelity Management Trust Company. | 10-Q | 1-8503 | 4.1 | 5/10/24 |
| 4.3(p) | Letter Amendment effective April 30, 2024 to Master Trust Agreement (dated September 4, 2012) between HEI and ASB and Fidelity Management Trust Company. | 10-Q | 1-8503 | 4.2 | 5/10/24 |
| 4.3(q) | Seventh Amendment effective December 31, 2024 to Master Trust Agreement (dated September 4, 2012) between HEI and ASB and Fidelity Management Trust Company. | 10-K | 1-8503 | 4.3(q) | 2/24/25 |
| 4.3.1(q) | Restated Seventh Amendment effective January 1, 2025 to Trust Agreement (dated as of September 4, 2012) between HEI and ASB and Fidelity Management Trust Company. | 10-Q | 1-8503 | 4.1 | 8/7/25 |
| 4.3(r) | Letter Amendment effective February 7, 2025 to Master Trust Agreement (dated September 4, 2012) between HEI and ASB and Fidelity Management Trust Company. | 10-K | 1-8503 | 4.3(r) | 2/24/25 |
| 4.3(s) | Eight Amendment effective July 1, 2025 to Trust Agreement (dated as of September 4, 2012) between HEI and Fidelity Management Trust Company. | 10-Q | 1-8503 | 4.2 | 8/7/25 |
| 4.4 | Hawaiian Electric Industries, Inc. Dividend Reinvestment and Stock Purchase Plan, as amended and restated, effective January 23, 2026. | S-3 | 333-292929 | S-3 | 1/23/26 |
| 10.1 | Conditions for the Merger and Corporate Restructuring of Hawaiian Electric Company, Inc. dated September 23, 1982. | 10-K | 1-8503 | 10.1 | 2/28/07 |
| 10.2 | Regulatory Capital Maintenance/Dividend Agreement dated May 26, 1988, between HEI, HEIDI and the Federal Savings and Loan Insurance Corporation (by the Federal Home Loan Bank of Seattle). | 10-Q | 1-8503 | 10.2 | 5/9/22 |
| 10.3 | OTS letter regarding release from Part II.B. of the Regulatory Capital Maintenance/Dividend Agreement dated May 26, 1988. | 10-Q | 1-8503 | 10.3 | 5/9/22 |
| HEI Exhibits 10.4 through 10.19 are management contracts or compensatory plans or arrangements required to be filed as exhibits pursuant to Item 15(b) of this report. HEI Exhibits 10.4 through 10.17 are also management contracts or compensatory plans or arrangements that include Hawaiian Electric participants and HEI Exhibit 10.19 is a management contract or compensatory plan or arrangement with Hawaiian Electric participants. | |||||
| 10.4 | HEI Executive Incentive Compensation Plan amended as of February 4, 2013. | 10-K | 1-8503 | 10.4 | 2/19/13 |
| 10.5 | HEI Executives’ Deferred Compensation Plan amended and restated effective January 1, 2019. | 10-K | 1-8503 | 10.5 | 2/28/19 |
| 10.6 | Hawaiian Electric Industries, Inc. Equity and Incentive Plan, as amended and restated February 9, 2024. | Proxy (DEF 14A) | 1-8503 | Appendix B | 3/29/24 |
| 10.7(a) | Form of Non-Qualified Stock Option Agreement pursuant to 2010 Equity and Incentive Plan. | S-8 | 333-166737 | 4.4 | 5/11/10 |
| 10.7(b) | Form of Stock Appreciation Right Agreement pursuant to 2010 Equity and Incentive Plan. | S-8 | 333-166737 | 4.5 | 5/11/10 |
| 10.7(c) | Form of Restricted Shares Agreement pursuant to 2010 Equity and Incentive Plan. | S-8 | 333-166737 | 4.6 | 5/11/10 |
| 10.7(d) | Form of Performance Shares Agreement pursuant to 2010 Equity and Incentive Plan. | S-8 | 333-166737 | 4.7 | 5/11/10 |
| 10.7(e) | Form of Restricted Stock Unit Agreement, pursuant to 2010 Equity and Incentive Plan, as amended and restated February 5, 2021. | 10-Q | 1-8503 | 10 | 5/10/21 |
| 10.8 | HEI Long-Term Incentive Plan amended and restated as of February 5, 2021. | 10-K | 1-8503 | 10.8 | 2/26/21 |
| 10.9 | HEI Supplemental Executive Retirement Plan amended and restated as of January 1, 2009. | 10-Q | 1-8503 | 10.3 | 11/5/08 |
| 10.9(a) | Amendments to the HEI Supplemental Executive Retirement Plan Freezing Benefit Accruals Effective December 31, 2008. | 10-K | 1-8503 | 10.9(a) | 2/27/09 |
| 10.10 | HEI Excess Pay Plan amended and restated as of January 1, 2009. | 10-K | 1-8503 | 10.10 | 2/27/09 |
| Exhibit no. · Description · Form · File Number · Exhibit # · Filing date | ||||||
|---|---|---|---|---|---|---|
| 10.10(a) | HEI Excess Pay Plan Addendum for Constance H. Lau. | 10-K | 1-8503 | 10.10(a) | 2/27/09 | |
| 10.10(b) | Amendment No. 1 dated December 13, 2010 to January 1, 2009 Restatement of HEI Excess Pay Plan. | 10-K | 1-8503 | 10.10(c) | 2/19/13 | |
| 10.11 | Form of Change in Control Agreement. | 10-K | 1-8503 | 10.11 | 2/27/09 | |
| 10.12 | Nonemployee Director Retirement Plan, effective as of October 1, 1989. | 10-Q | 1-8503 | 10.12 | 5/9/22 | |
| 10.13 | HEI 2011 Nonemployee Director Stock Plan, as amended effective October 31, 2019. | 10-K | 1-8503 | 10.13 | 2/28/20 | |
| 10.14 | HEI Non-Employee Directors’ Deferred Compensation Plan. | 10-Q | 1-8503 | 10.5 | 11/5/08 | |
| 10.15 | Executive Death Benefit Plan of HEI and Participating Subsidiaries restatement effective as of January 1, 2009. | 10-Q | 1-8503 | 10.6 | 11/5/08 | |
| 10.15(a) | Resolution of the Compensation Committee of the Board of Directors of Hawaiian Electric Industries, Inc. Re: Adoption of Amendment No. 1 to January 1, 2009 Restatement of the Executive Death Benefit Plan. | 10-Q | 1-8503 | 10.1 | 11/2/09 | |
| 10.16 | Hawaiian Electric Industries, Inc. Executives’ Deferred Compensation Plan effective on January 1, 2009. | 10-Q | 1-8503 | 10.2 | 11/5/08 | |
| 10.17 | Form of Indemnity Agreement (HEI and Hawaiian Electric with their respective directors and HEI with certain of its senior officers). | 10-Q | 1-8503 | 10.1 | 11/8/12 | |
| 10.18 | Hawaiian Electric Industries, Inc. Executive Severance Plan effective February 23, 2024. | 10-K | 1-8503 | 10.19 | 2/29/24 | |
| 10.19 | Hawaiian Electric Company, Inc. Executive Severance Plan effective February 23, 2024. | 10-K | 1-8503 | 10.20 | 2/29/24 | |
| 10.20*** | Fourth Amended and Restated Credit Agreement, dated as of September 5, 2025, by and among Hawaiian Electric Industries, Inc., the lenders from time to time party thereto, Wells Fargo Bank, National Association, as an issuing bank, and JPMorgan Chase Bank, N.A., as administrative agent, swingline lender and an issuing bank. | 8-K | 1-8503 | 10.1 | 9/8/25 | |
| 10.21(a)*** | In re Maui Wildfires Class Settlement Agreement effective November 1, 2024 | 8-K | 1-8503 | 10.1 | 11/5/24 | |
| 10.21(b)*** | In re Maui Wildfires Individual Settlement Agreement effective November 1, 2024 | 8-K | 1-8503 | 10.2 | 11/5/24 | |
| 10.22 | Equity Distribution Agreement, dated as of September 19, 2024, by and among Hawaiian Electric Industries, Inc., Wells Fargo Securities, LLC, Barclays Capital Inc. and Guggenheim Securities, LLC. | 8-K | 1-8503 | 99.1 | 9/19/24 | |
| 19 | HEI Securities Trading Compliance Program Re Securities Act of 1933 and Securities Exchange Act of 1934 Amended March 22, 2023 | 10-K | 1-8503 | 19 | 2/24/25 | |
| * | 21.1 | HEI - Subsidiaries of the Registrant. | ||||
| * | 23.1 | Consent of Independent Registered Public Accounting Firm (Deloitte & Touche LLP). | ||||
| * | 31.1 | Certification Pursuant to Section 13a-14 of the Securities Exchange Act of 1934 of Scott W. H. Seu (HEI Chief Executive Officer). | ||||
| * | 31.2 | Certification Pursuant to Section 13a-14 of the Securities Exchange Act of 1934 of Scott T. DeGhetto (HEI Chief Financial Officer). | ||||
| * | 32.1 | HEI Certification Pursuant to 18 U.S.C. Section 1350. | ||||
| 97 | Policy Regarding the Recovery of Erroneously Awarded Incentive-Based Compensation. | 10-K | 1-8503 | 97 | 2/29/24 | |
| * | 101.INS | XBRL Instance Document. | ||||
| * | 101.SCH | XBRL Taxonomy Extension Schema Document. | ||||
| * | 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | ||||
| * | 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | ||||
| * | 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | ||||
| * | 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||
| Hawaiian Electric: | ||||||
| 3(i).1 | Hawaiian Electric’s Certificate of Amendment of Articles of Incorporation. | 10-K | 1-4955 | 3.1 | 3/31/89 | |
| 3(i).2 | Articles of Amendment to Hawaiian Electric’s Amended Articles of Incorporation. | 10-K | 1-4955 | 3.1(b) | 3/27/90** | |
| Exhibit no. · Description · Form · File Number · Exhibit # · Filing date | ||||||
|---|---|---|---|---|---|---|
| 3(i).3 | Articles of Amendment to Hawaiian Electric’s Amended Articles of Incorporation. | 10-K | 1-4955 | 3(i).4 | 3/23/99 | |
| 3(i).4 | Articles of Amendment amending Article V of Hawaiian Electric’s Amended Articles of Incorporation effective August 6, 2009. | 10-Q | 1-4955 | 3(i).4 | 8/7/09 | |
| 3(ii) | Hawaiian Electric’s Amended and Restated Bylaws (as last amended August 9, 2010). | 8-K | 1-4955 | 3(ii) | 8/9/10 | |
| * | 4 | Description of Hawaiian Electric’s Common Stock. | ||||
| 4.1 | Agreement to provide the SEC with instruments which define the rights of holders of certain long-term debt of Hawaiian Electric, Hawaii Electric Light and Maui Electric | 10-K | 1-4955 | 4.1 | 3/19/03 | |
| 4.2 | Note Purchase Agreement among Hawaiian Electric and the Purchasers that are parties thereto, dated April 19, 2012. | 8-K | 1-4955 | 4(a) | 4/23/12 | |
| 4.3 | Note Purchase Agreement among Hawaiian Electric and the Purchasers that are parties thereto, dated September 13, 2012. | 8-K | 1-4955 | 4 | 9/14/12 | |
| 4.4 | Note Purchase Agreement among Hawaiian Electric Company, Inc. and the Purchasers that are parties thereto, dated as of October 3, 2013. | 8-K | 1-4955 | 4(a) | 10/7/13 | |
| 4.5 | Note Purchase and Guaranty Agreement among Hawaiian Electric, Maui Electric Company, Limited and the Purchasers that are parties thereto, dated as of October 3, 2013. | 8-K | 1-4955 | 4(b) | 10/7/13 | |
| 4.6 | Note Purchase and Guaranty Agreement among Hawaiian Electric, Hawaii Electric Light Company, Inc. and the Purchasers that are parties thereto, dated as of October 3, 2013. | 10-Q | 1-4955 | 4 | 11/7/13 | |
| 4.7 | Note Purchase Agreement among Hawaiian Electric Company, Inc. and the Purchasers that are parties thereto, dated as of October 15, 2015. | 8-K | 1-4955 | 4(a) | 10/16/15 | |
| 4.8 | Note Purchase and Guaranty Agreement among Hawaiian Electric, Maui Electric Company, Limited and the Purchasers that are parties thereto, dated as of October 15, 2015. | 8-K | 1-4955 | 4(b) | 10/16/15 | |
| 4.9 | Note Purchase and Guaranty Agreement among Hawaiian Electric, Hawaii Electric Light Company, Inc. and the Purchasers that are parties thereto, dated as of October 15, 2015. | 8-K | 1-4955 | 4(c) | 10/16/15 | |
| 4.10 | Note Purchase Agreement among Hawaiian Electric Company, Inc. and the Purchasers that are parties thereto, dated as of December 15, 2016. | 8-K | 1-4955 | 4 | 12/19/16 | |
| 4.11 | Indenture, dated September 18, 2025, between Hawaiian Electric Company, Inc. and U.S. Bank Trust Company, National Association, as trustee. | 8-K | 1-4955 | 4.1 | 9/18/25 | |
| 10.1(a) | Amended and Restated Power Purchase Agreement between Hawaiian Electric and Kalaeloa Partners, L.P., dated October 29, 2021. | 10-K | 1-4955 | 10.1(j) | 2/25/22 | |
| 10.1(b) | Letter Agreement between Hawaiian Electric and Kalaeloa Partners, L.P., dated February 22, 2023. | 10-K | 1-4955 | 10.1(b) | 2/29/24 | |
| 10.2(a) | Power Purchase Agreement between Encogen Hawaii, L.P. and Hawaii Electric Light dated October 22, 1997 (but with the following attachments omitted: Attachment C, “Selected portions of the North American Electric Reliability Council Generating Availability Data System Data Reporting Instructions dated October 1996” and Attachment E, “Form of the Interconnection Agreement between Encogen Hawaii, L.P. and Hawaii Electric Light,” which is provided in final form as Exhibit 10.6(b)). | 10-K | 1-4955 | 10.7 | 3/27/98 | |
| 10.2(b) | Interconnection Agreement between Encogen Hawaii, L.P. and Hawaii Electric Light dated October 22, 1997. | 10-K | 1-4955 | 10.7(a) | 3/27/98 | |
| 10.2(c) | Amendment No. 1, executed on January 14, 1999, to Power Purchase Agreement between Encogen Hawaii, L.P. and Hawaii Electric Light dated October 22, 1997. | 10-K | 1-4955 | 10.7(b) | 3/23/99 | |
| 10.2(d) | Notice and acknowledgment under power purchase agreement effective November 24, 2017 by Hamakua Energy, LLC and acknowledged by Hawaii Electric Light. | 10-K | 1-4955 | 10.4(d) | 3/1/18 | |
| 10.3(a) | Supply Contract for Low Sulfur Fuel Oil, High Sulfur Fuel Oil, No. 2 Diesel, and Ultra-Low Sulfur Diesel by and between Hawaiian Electric, Hawaii Electric Light, and Maui Electric and PAR Hawaii Refining, LLC dated February 1, 2022 (certain confidential information has been omitted) | 10-Q | 1-4955 | 10.1 | 5/9/22 | |
| 10.3(b) | Second Amendment dated August 14, 2024 to Supply Contract for Low Sulfur Fuel Oil, No. 2 Diesel, and Ultra-Low Sulfur Diesel by and between Hawaiian Electric, Hawaii Electric Light, and Maui Electric and PAR Hawaii Refining, LLC dated February 1, 2022 (certain confidential information has been omitted) | 10-Q | 1-4955 | 10.1 | 11/8/24 | |
| Exhibit no. · Description · Form · File Number · Exhibit # · Filing date | ||||||
|---|---|---|---|---|---|---|
| 10.4 | Inter-Island Fuel Transportation Contract between Sause Bros., Inc. and Hawaiian Electric dated August 23, 2021 (certain confidential information has been omitted) | 10-K | 1-4955 | 10.6 | 2/25/22 | |
| 10.5*** | Fourth Amended and Restated Credit Agreement, dated as of September 5, 2025, by and among Hawaiian Electric Company, Inc., the lenders from time to time party thereto, Wells Fargo Bank, National Association, as an issuing bank, and JPMorgan Chase Bank, N.A., as administrative agent, swingline lender and an issuing bank. | 8-K | 1-4955 | 10.2 | 9/8/25 | |
| 10.6(a) | ABL Credit Agreement, dated May 17, 2024, among HE AR BRWR LLC, as Borrower, the Lenders (as defined in the agreement), Barclays Bank PLC, as Administrative Agent, Funding Agent and Collateral Agent, Wells Fargo Bank, National Association as Co-Collateral Agent | 8-K | 1-4955 | 10.1 | 5/23/24 | |
| 10.6(b) | Purchase and Contribution Agreement among Hawaiian Electric Company, Inc., Maui Electric Company, Limited, and Hawaii Electric Light Company, Inc, as Originators, Hawaiian Electric Company, Inc., as Servicer, and HE AR INTER LLC, as Buyer, dated May 17, 2024 | 8-K | 1-4955 | 10.2 | 5/23/24 | |
| 10.6(c) | Borrower Purchase and Contribution Agreement among HE AR INTER LLC, as Seller, Hawaiian Electric Company, Inc., as Servicer, and HE AR BRWR LLC, as Buyer, dated May 17, 2024 | 8-K | 1-4955 | 10.3 | 5/23/24 | |
| 10.7(a)*** | In re Maui Wildfires Class Settlement Agreement effective November 1, 2024 | 8-K | 1-4955 | 10.1 | 11/5/24 | |
| 10.7(b)*** | In re Maui Wildfires Individual Settlement Agreement effective November 1, 2024 | 8-K | 1-4955 | 10.2 | 11/5/24 | |
| 19 | HEI Securities Trading Compliance Program Re Securities Act of 1933 and Securities Exchange Act of 1934 Amended March 22, 2023 | 10-K | 1-4955 | 19 | 2/24/25 | |
| * | 31.3 | Certification Pursuant to Section 13a-14 of the Securities Exchange Act of 1934 of Shelee M. T. Kimura (Hawaiian Electric Chief Executive Officer). | ||||
| * | 31.4 | Certification Pursuant to Section 13a-14 of the Securities Exchange Act of 1934 of Paul K. Ito (Hawaiian Electric Chief Financial Officer). | ||||
| * | 32.2 | Hawaiian Electric Certification Pursuant to 18 U.S.C. Section 1350. | ||||
** Date of transmittal letter to SEC.
*** Schedules and exhibits have been omitted from this filing pursuant to Item 601(a) (5) of the Regulation S-K. We agree to furnish a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized. The execution of this report by registrant Hawaiian Electric Company, Inc. shall be deemed to relate only to matters having reference to such registrant and its subsidiaries.
| HAWAIIAN ELECTRIC INDUSTRIES, INC. | HAWAIIAN ELECTRIC COMPANY, INC. | ||
|---|---|---|---|
| (Registrant) | (Registrant) | ||
| By | /s/ Scott T. DeGhetto | By | /s/ Paul K. Ito |
| Scott T. DeGhetto | Paul K. Ito | ||
| Executive Vice President and Chief Financial | Senior Vice President, Chief Financial Officer | ||
| Officer | and Treasurer | ||
| (Principal Financial Officer of HEI) | (Principal Financial Officer of Hawaiian Electric) | ||
| Date: | February 27, 2026 | Date: | February 27, 2026 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrants and in the capacities indicated on February 27, 2026. The execution of this report by each of the undersigned who signs this report solely in such person’s capacity as a director or officer of Hawaiian Electric Company, Inc. shall be deemed to relate only to matters having reference to such registrant and its subsidiaries.
| Signature | Title |
|---|---|
| /s/ Scott W. H. Seu | President & Chief Executive Officer of HEI and |
| Scott W. H. Seu | Director of HEI |
| (Principal Executive Officer of HEI) | |
| /s/ Shelee M. T. Kimura | President & Chief Executive Officer of Hawaiian Electric |
| Shelee M. T. Kimura | and Director of Hawaiian Electric |
| (Principal Executive Officer of Hawaiian Electric) | |
| /s/ Scott T. DeGhetto | Executive Vice President and Chief Financial Officer |
| Scott T. DeGhetto | of HEI (Principal Financial Officer of HEI) |
| /s/ Bruce K. Tamashiro | Vice President, Tax, Controller and Treasurer of HEI |
| Bruce K. Tamashiro | (Principal Accounting Officer of HEI) |
| /s/ Paul K. Ito | Senior Vice President, Chief Financial Officer and Treasurer |
| Paul K. Ito | of Hawaiian Electric (Principal Financial Officer |
| of Hawaiian Electric) | |
| /s/ Shannon K. Asato | Controller of Hawaiian Electric |
| Shannon K. Asato | (Principal Accounting Officer of Hawaiian Electric) |
| /s/ James A. Ajello | Director of Hawaiian Electric |
| James A. Ajello | |
| Signature | Title |
|---|---|
| /s/ John C. Aquilino | Director of Hawaiian Electric |
| John C. Aquilino | |
| /s/ Celeste A. Connors | Director of HEI |
| Celeste A. Connors | |
| /s/ Thomas B. Fargo | Chair of the Board of Directors of HEI |
| Thomas B. Fargo | |
| /s/ Elisia K. Flores | Director of HEI |
| Elisia K. Flores | |
| /s/ Peggy Y. Fowler | Director of HEI |
| Peggy Y. Fowler | |
| /s/ Timothy E. Johns | Chair of the Board of Directors of Hawaiian Electric |
| Timothy E. Johns | |
| /s/ Micah A. Kāne | Director of HEI |
| Micah A. Kāne | |
| /s/ Mary E. Kipp | Director of Hawaiian Electric |
| Mary E. Kipp | |
| /s/ William James Scilacci, Jr. | Director of HEI |
| William James Scilacci, Jr. | |
| /s/ Toby B. Taniguchi | Director of Hawaiian Electric |
| Toby B. Taniguchi | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.