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HAWAIIAN ELECTRIC CO INC

For the period ended Dec 31, 2025. Filed Feb 27, 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 27, 2026

HE$9.08+0.1%Stored close · as of Nov 10, 2026

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

HEI and Hawaiian Electric:

Index to Consolidated Financial StatementsPage
Reports of Independent Registered Public Accounting Firms (PCAOB ID No. 34) - HEI64
Reports of Independent Registered Public Accounting Firms (PCAOB ID No. 34) - Hawaiian Electric67
Consolidated Financial Statements70
HEI
Consolidated Statements of Income for the years ended December 31, 2025, 2024 and 202370
Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 202371
Consolidated Balance Sheets at December 31, 2025 and 202472
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2025, 2024 and 202374
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 202375
Hawaiian Electric
Consolidated Statements of Income for the years ended December 31, 2025, 2024 and 202377
Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 202377
Consolidated Balance Sheets at December 31, 2025 and 202478
Consolidated Statements of Capitalization at December 31, 2025 and 202480
Consolidated Statements of Changes in Common Stock Equity for the years ended December 31, 2025, 2024 and 202382
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 202383
Notes to Consolidated Financial Statements84

Report of Independent Registered Public Accounting Firm

To the shareholders and the Board of Directors of Hawaiian Electric Industries, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Hawaiian Electric Industries, Inc. and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes and the schedules listed in the Index at Item 15(a)(2) (collectively referred to as the “financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

Basis for Opinions

The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Electric Utility Segment — Certain Regulatory Assets and Liabilities — Refer to Notes 1 and 4 to the financial statements

Hawaiian Electric Company, Inc. (“Hawaiian Electric” or the “Utility”) is subject to rate regulation by the Hawaii Public Utility Commission (the “PUC”) and accounts for the effects of regulation under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 980, “Regulated Operations,” as management believes that the operations of the Utility satisfy the criteria for regulatory accounting. The Company’s continued accounting under ASC Topic 980 generally requires that rates are established by an independent, third-party regulator; rates are designed to recover the costs of providing service; and it is reasonable to assume that rates can be charged to, and collected from, customers.

Hawaiian Electric’s rates are subject to regulatory rate-setting processes and earnings oversight. Rates are determined and approved in regulatory proceedings based on an analysis of the Utility’s costs to provide utility service and a return on, and recovery of, Hawaiian Electric’s investment in the utility business.

We identified the impact of rate regulation as a critical audit matter due to the significant judgments made by management to support its assertions about the applicability of the specialized rules and to evaluate the likelihood of (1) recovery in future rates of certain incurred costs and (2) the refund to customers of certain amounts. Performing audit procedures related to these judgments required significant auditor judgment and specialized knowledge.

Our audit procedures related to the application of specialized rules to account for rate regulation included the following, among others:

We tested the effectiveness of management’s controls over (1) the evaluation of the application of specialized rules to account for rate regulation and (2) for certain regulatory assets and liabilities the evaluation of the likelihood of (a) the recovery in future rates of costs deferred as regulatory assets and (b) refunds to customers reported as regulatory liabilities.

We evaluated the Company’s conclusion that it should apply the specialized rules to account for the effects of rate regulation.

We evaluated the Company’s disclosures related to the impacts of rate regulation, including the balances recorded and regulatory developments.

We read relevant regulatory orders issued by the PUC for the Utility to assess the likelihood of recovery in future rates or of a future reduction in rates based on precedents of the PUC’s treatment of similar costs under similar circumstances.

For certain regulatory assets and liabilities we evaluated whether the amounts recorded were in accordance with ASC Topic 980.

Contingencies — Tort-Related Legal Claims - Refer to Notes 1 and 2 to the financial statements

Multiple civil and class action lawsuits (collectively the “tort-related legal claims”) have been filed against the Company, its subsidiaries, and other defendants related to a number of brush fires that occurred on August 8, 2023, on the island of Maui. Most of these lawsuits allege that the defendants were responsible for, and/or negligent in failing to prevent or respond to the wildfires that led to the property destruction and loss of life. Other claims include, among other things, personal injury, wrongful death, emotional distress and inverse condemnation.

The Company reviews loss contingencies at least quarterly. When a loss is probable and reasonably estimable, a liability is recorded in the amount of the estimable loss. If it is reasonably possible that a loss may have been incurred and the effect on the financial statements could be material, the Company discloses the nature of the loss contingency and an estimate of the possible loss or range of loss or a statement that such an estimate cannot be made within the notes to the financial statements.

We identified the evaluation of the loss contingencies related to the tort-related legal claims, and related disclosures, as a critical audit matter because auditing management’s judgments in determining the appropriate accounting and disclosures for the tort-related legal claims required significant auditor judgement.

Our audit procedures related to the loss contingency involving the tort-related legal claims included the following, among others:

We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls over management’s evaluation of the tort-related legal claims, including controls related to the Company's assessment of the probability of loss, measurement and classification of the contingent liability, and related disclosures based on the facts and circumstances.

We inquired of the Company’s management and internal and external legal counsel to understand the nature and status of the tort-related legal claims and the status of the settlement agreements described in Note 2 of the Consolidated Financial Statements.

We read the settlement agreements regarding the tort-related legal claims.

We requested written responses from internal and external counsel regarding (1) a description of the nature of the tort-related legal claims, (2) progress of the tort-related legal claims, (3) the status of the Company’s response, and (4) an evaluation of the likelihood of an unfavorable outcome and an estimate, if one can be made, of the amount of range of potential loss, and received written responses.

We evaluated management’s measurement of the recorded loss contingency for the tort-related legal claims and the balance sheet classification of that liability in the Consolidated Balance Sheets.

We evaluated any events subsequent to December 31, 2025, that might impact our evaluation of the tort-related claims loss contingency.

We obtained written representations from executives of the Company.

We read the Company’s related disclosures and evaluated them for consistency with the evidence obtained from our audit procedures.

/s/ Deloitte & Touche LLP

Honolulu, Hawaii

February 27, 2026

We have served as the Company’s auditor since 2017.

Report of Independent Registered Public Accounting Firm

To the shareholder and the Board of Directors of Hawaiian Electric Company, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets and statements of capitalization of Hawaiian Electric Company, Inc. and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in common stock equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes and the schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Certain Regulatory Assets and Liabilities — Refer to Notes 1 and 4 to the financial statements

The Company is subject to rate regulation by the Hawaii Public Utility Commission (the “PUC”) and accounts for the effects of regulation under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 980, “Regulated Operations,” as management believes that the operations of the Company satisfy the criteria for regulatory accounting. The Company’s continued accounting under ASC Topic 980 generally requires that rates are established by an independent, third-party regulator; rates are designed to recover the costs of providing service; and it is reasonable to assume that rates can be charged to, and collected from, customers.

The Company’s rates are subject to regulatory rate-setting processes and earnings oversight. Rates are determined and approved in regulatory proceedings based on an analysis of the Company’s costs to provide utility service and a return on, and recovery of, the Company’s investment in the utility business.

We identified the impact of rate regulation as a critical audit matter due to the significant judgments made by management to support its assertions about the applicability of the specialized rules and to evaluate the likelihood of (1) recovery in future rates of certain incurred costs and (2) the refund to customers of certain amounts. Performing audit procedures related to these judgments required significant auditor judgment and specialized knowledge.

Our audit procedures related to the application of specialized rules to account for rate regulation included the following, among others:

We tested the effectiveness of management’s controls over (1) the evaluation of the application of specialized rules to account for rate regulation and (2) for certain regulatory assets and liabilities the evaluation of the likelihood of (a) the recovery in future rates of costs deferred as regulatory assets and (b) refunds to customers reported as regulatory liabilities.

We evaluated the Company’s conclusion that it should apply the specialized rules to account for the effects of rate regulation.

We evaluated the Company’s disclosures related to the impacts of rate regulation, including the balances recorded and regulatory developments.

We read relevant regulatory orders issued by the PUC for the Company to assess the likelihood of recovery in future rates or of a future reduction in rates based on precedents of the PUC’s treatment of similar costs under similar circumstances.

For certain regulatory assets and liabilities we evaluated whether the amounts recorded were in accordance with ASC Topic 980.

Contingencies — Tort-Related Legal Claims - Refer to Notes 1 and 2 to the financial statements

Multiple civil and class action lawsuits (collectively the “tort-related legal claims”) have been filed against the Company, its subsidiaries, and other defendants related to a number of brush fires that occurred on August 8, 2023, on the island of Maui. Most of these lawsuits allege that the defendants were responsible for, and/or negligent in failing to prevent or respond to the wildfires that led to the property destruction and loss of life. Other claims include, among other things, personal injury, wrongful death, emotional distress and inverse condemnation.

The Company reviews loss contingencies at least quarterly. When a loss is probable and reasonably estimable, a liability is recorded in the amount of the estimable loss. If it is reasonably possible that a loss may have been incurred and the effect on the financial statements could be material, the Company discloses the nature of the loss contingency and an estimate of the possible loss or range of loss or a statement that such an estimate cannot be made within the notes to the financial statements.

We identified the evaluation of the loss contingencies related to the tort-related legal claims, and related disclosures, as a critical audit matter because auditing management’s judgments in determining the appropriate accounting and disclosures for the tort-related legal claims required significant auditor judgment.

Our audit procedures related to the loss contingency involving the tort-related legal claims included the following, among others:

We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over management’s evaluation of the tort-related legal claims, including controls related to the Company's assessment of the probability of loss, measurement and classification of the contingent liability, and related disclosures based on the facts and circumstances.

We inquired of the Company’s management and internal and external legal counsel to understand the nature and status of the tort-related legal claims and the status of the settlement agreements described in Note 2 of the Consolidated Financial Statements.

We read the settlement agreements regarding the tort-related legal claims.

We requested written responses from internal and external counsel regarding (1) a description of the nature of the tort-related legal claims, (2) progress of the tort-related legal claims, (3) the status of the Company’s response, and (4) an evaluation of the likelihood of an unfavorable outcome and an estimate, if one can be made, of the amount of range of potential loss, and received written responses.

We evaluated management’s measurement of the recorded loss contingency for the tort-related legal claims and the balance sheet classification of that liability in the Consolidated Balance Sheets.

We evaluated any events subsequent to December 31, 2025, that might impact our evaluation of the tort-related claims loss contingency.

We obtained written representations from executives of the Company.

We read the Company’s related disclosures and evaluated them for consistency with the evidence obtained from our audit procedures.

/s/Deloitte & Touche LLP

Honolulu, Hawaii

February 27, 2026

We have served as the Company’s auditor since 2017.

Consolidated Statements of Income

Years ended December 31202520242023
(in thousands, except per share amounts)
Revenues
Electric utility$3,071,182$3,206,700$3,269,521
Other15,71413,15017,982
Total revenues3,086,8963,219,8503,287,503
Expenses
Electric utility (includes $1,875 million of provision, net, for Wildfire tort-related claims recorded in 2024) (Note 2)2,791,3964,818,5582,967,363
Other (includes $35 million of impairment recorded in 2024)60,178108,05245,148
Total expenses2,851,5744,926,6103,012,511
Operating income (loss)
Electric utility279,786(1,611,858)302,158
Other(44,464)(94,902)(27,166)
Total operating income (loss)235,322(1,706,760)274,992
Retirement defined benefits credit—other than service costs3,4823,7544,014
Interest expense, net(117,334)(127,207)(125,532)
Allowance for borrowed funds used during construction5,8935,4705,201
Allowance for equity funds used during construction15,01313,78615,164
Interest income36,92919,3629,105
Loss on sales of subsidiaries and equity-method investments and impairment loss on assets sold and held for sale(12,376)—(644)
Income (loss) from continuing operations before income taxes166,929(1,791,595)182,300
Income tax expense (benefit)40,648(470,962)34,534
Income (loss) from continuing operations126,281(1,320,633)147,766
Dividends on and loss on redemption of preferred stock of subsidiaries3,1611,8901,890
Income (loss) from continuing operations for common stock123,120(1,322,523)145,876
Income (loss) from discontinued operations—(103,486)53,362
Net income (loss) for common stock$123,120$(1,426,009)$199,238
Continuing operations - Basic earnings (loss) per common share$0.71$(10.42)$1.33
Discontinued operations - Basic earnings (loss) per common share—(0.81)0.49
Basic earnings (loss) per common share$0.71$(11.23)$1.82
Continuing operations - Diluted earnings (loss) per common share$0.71$(10.42)$1.33
Discontinued operations - Diluted earnings (loss) per common share—(0.81)0.48
Diluted earnings (loss) per common share$0.71$(11.23)$1.81
Weighted-average number of common shares outstanding172,553126,927109,739
Net effect of potentially dilutive shares (share-based compensation programs)464—299
Weighted-average shares assuming dilution173,017126,927110,038

Consolidated Statements of Comprehensive Income

Years ended December 31202520242023
(in thousands)
Net income (loss) for common stock$123,120$(1,426,009)$199,238
Other comprehensive income (loss), net of taxes:
Net unrealized gains (losses) on available-for sale investment securities:
Net unrealized gains (losses) on available-for sale investment securities arising during the period, net of taxes of nil, $(4,110) and $7,536 for 2025, 2024 and 2023, respectively—(11,227)20,589
Reclassification adjustment for net realized losses included in net income, net of taxes of nil, nil and $4,011 for 2025, 2024 and 2023, respectively——10,954
Amortization of unrealized holding losses on held-to-maturity securities, net of taxes of nil, $4,764 and $5,271 for 2025, 2024 and 2023, respectively—13,01214,398
Derivatives qualified as cash flow hedges:
Unrealized interest rate hedging gains (losses), net of taxes of $(169), $237 and $(58) for 2025, 2024 and 2023, respectively(489)683(167)
Reclassification adjustment to net income, net of taxes of $(358), $(70) and $(65) for 2025, 2024 and 2023, respectively(1,031)(201)(186)
Retirement benefit plans:
Net gains arising during the period, net of taxes of $27,010, $23,015 and $3,778 for 2025, 2024 and 2023, respectively77,87366,35510,854
Adjustment for amortization of prior service credit and net gains recognized during the period in net periodic benefit cost, net of taxes of $(713), $(597) and $(535) for 2025, 2024 and 2023, respectively(2,057)(1,730)(1,560)
Reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of taxes of $(25,811), $(22,096) and $(2,846) for 2025, 2024 and 2023, respectively(74,419)(63,708)(8,204)
Other comprehensive income (loss), net of taxes(123)3,18446,678
Comprehensive income (loss) attributable to Hawaiian Electric Industries, Inc.$122,997$(1,422,825)$245,916

Consolidated Balance Sheets

December 31 · 2025 · 2024
(in thousands)
ASSETS
Current assets:
Cash and cash equivalents$501,778$750,535
Restricted cash478,968492,317
Accounts receivable and unbilled revenues, net491,526457,171
Regulatory assets50,03953,895
Other305,999380,408
Assets held for sale56,266—
Total current assets1,884,5762,134,326
Noncurrent assets:
Property, plant and equipment, net
Land$54,596$63,537
Plant and equipment8,730,6458,634,124
Right-of-use assets - finance lease539,485448,527
Construction in progress382,147366,412
9,706,8739,512,600
Less – accumulated depreciation(3,518,501)6,188,372(3,378,282)6,134,318
Operating lease right-of-use assets56,60466,553
Regulatory assets258,076227,424
Defined benefit pension and other postretirement benefit plans asset219,211107,335
Other316,040261,460
Total noncurrent assets7,038,3036,797,090
Total assets$8,922,879$8,931,416

(Continued)

Consolidated Balance Sheets (continued)

December 31 · 2025 · 2024
(in thousands)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable$219,062$203,452
Interest and dividends payable31,45827,203
Short-term borrowings—48,623
Current portion of long-term debt, net124,959109,171
Regulatory liabilities51,99726,568
Wildfire related claims530,000478,750
Other410,458430,824
Liabilities held for sale59,803—
Total current liabilities1,427,7371,324,591
Noncurrent liabilities:
Long-term debt, net2,285,0162,690,387
Operating lease liabilities43,27856,523
Finance lease liabilities505,590426,598
Regulatory liabilities1,392,1471,217,515
Defined benefit plans liability23,65623,213
Wildfire tort-related claims1,436,2501,436,250
Other203,286242,957
Total noncurrent liabilities5,889,2236,093,443
Total liabilities7,316,9607,418,034
Preferred stock of subsidiaries - not subject to mandatory redemption—34,293
Commitments and contingencies (Notes 2 and 4)
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, respectively2,268,1872,264,544
Retained earnings (deficit)(665,606)(788,916)
Accumulated other comprehensive income, net of taxes
Unrealized gains on derivatives$600$2,120
Retirement benefit plans2,7383,3381,3413,461
Total shareholders’ equity1,605,9191,479,089
Total liabilities and shareholders’ equity$8,922,879$8,931,416

Consolidated Statements of Changes in Shareholders’ Equity

Common stock · Retainedearnings(deficit) · Accumulated other comprehensiveincome (loss)
(in thousands, except per share amounts) · Shares · Amount · Total
Balance, December 31, 2022109,471$1,692,697$845,830$(336,028)$2,202,499
Net income for common stock——199,238—199,238
Other comprehensive income, net of taxes———46,67846,678
Issuance of common stock:
Dividend reinvestment and stock purchase plan5376,612——6,612
Share-based plans1446,371——6,371
Share-based expenses and other, net—1,791——1,791
Common stock dividends ($1.08 per share)——(118,348)—(118,348)
Balance, December 31, 2023110,1521,707,471926,720(289,350)2,344,841
Net loss for common stock——(1,426,009)—(1,426,009)
Other comprehensive income, net of taxes———3,1843,184
Issuance of common stock:
Common stock offering62,162575,000——575,000
Share-based plans1528,018——8,018
Common stock offering expenses—(18,621)——(18,621)
Share-based expenses and other, net—(7,324)——(7,324)
Discontinued operations——(289,627)289,627—
Balance, December 31, 2024172,4662,264,544(788,916)3,4611,479,089
Net income for common stock——123,120—123,120
Other comprehensive loss, net of tax benefits———(123)(123)
Issuance of common stock:
Share-based plans1543,896——3,896
Share-based expenses and other, net—(648)——(648)
Stock expense adjustment and other—395190—585
Balance, December 31, 2025172,620$2,268,187$(665,606)$3,338$1,605,919

Consolidated Statements of Cash Flows

Years ended December 31202520242023
(in thousands)
Cash flows from operating activities
Net income (loss)$126,281$(1,424,119)$201,128
Adjustments to reconcile net income (loss) to net cash provided by operating activities-continuing operations
Loss (income) from discontinued operations—103,486(53,362)
Depreciation of property, plant and equipment260,024261,701254,990
Other amortization38,89531,83227,316
Loss on sale of subsidiaries and equity-method investment and impairment loss on assets sold and held for sale12,37639,642644
Deferred income tax expense (benefit)(10,630)(486,188)9,352
Share-based compensation expense3,4263,5916,776
Allowance for equity funds used during construction(15,013)(13,786)(15,164)
Other(6,359)(13,790)(2,989)
Changes in assets and liabilities
Decrease (increase) in accounts receivable and unbilled revenues, net(51,351)96,700(71,643)
Decrease (increase) in fuel oil stock(15,579)49,36143,388
Increase in materials and supplies(14,458)(4,177)(34,887)
Increase in regulatory assets(30,462)(22,743)(10,613)
Increase in regulatory liabilities96,04348,43354,470
Increase in accounts, interest and dividends payable7,0326,86234,290
Change in prepaid and accrued income taxes, tax credits and utility revenue taxes(4,563)(25,525)(9,858)
Change in defined benefit pension and other postretirement benefit plans asset/liability(8,788)(9,358)(8,215)
Increase in wildfire related claims47,7501,840,00075,000
Change in other assets and liabilities, net(43,551)(53,812)(57,255)
Net cash provided by operating activities-continuing operations391,073428,110443,368
Net cash provided by operating activities-discontinued operations—59,371108,103
Net cash provided by operating activities391,073487,481551,471
Cash flows from investing activities
Capital expenditures(341,202)(344,251)(442,727)
Proceeds from sale of subsidiaries13,781——
Other, net5,24610,3306,558
Net cash used in investing activities-continuing operations(322,175)(333,921)(436,169)
Net cash provided by investing activities-discontinued operations—592,239178,770
Net cash provided by (used in) investing activities$(322,175)$258,318$(257,399)

Consolidated Statements of Cash Flows (continued)

Years ended December 31202520242023
Cash flows from financing activities
Net decrease in short-term borrowings with original maturities of three months or less$—$—$(137,650)
Proceeds from issuance of short-term debt—50,00065,000
Repayment of short-term debt(50,000)—(100,000)
Proceeds from issuance of long-term debt510,0005,475625,000
Repayment of long-term debt and funds transferred for repayment of long-term debt(733,564)(97,698)(167,080)
Withheld shares for employee taxes on vested share-based compensation(178)(1,074)(2,371)
Net proceeds from issuance of common stock—556,6121,223
Common stock dividends——(73,957)
Preferred stock dividends of subsidiaries(1,890)(1,890)(1,890)
Redemption of preferred stock of subsidiaries(35,368)——
Other(20,004)(13,867)(5,133)
Net cash provided by (used in) financing activities-continuing operations(331,004)497,558203,142
Net cash used in financing activities-discontinued operations—(342,853)(7,567)
Net cash provided by (used in) financing activities(331,004)154,705195,575
Net increase (decrease) in cash, cash equivalents and restricted cash, including cash from discontinued operations(262,106)900,504489,647
Cash, cash equivalents and restricted cash from continuing operations, January 11,242,852259,11948,778
Cash, cash equivalents and restricted cash from discontinued operations, January 1—435,455156,149
Cash, cash equivalents and restricted cash, including cash from discontinued operations, December 31980,7461,595,078694,574
Less: Cash from discontinued operations—(352,226)(435,455)
Cash, cash equivalents and restricted cash from continuing operations, December 31980,7461,242,852259,119
Less: Restricted cash(478,968)(492,317)(15,028)
Cash and cash equivalents from continuing operations, December 31$501,778$750,535$244,091

Consolidated Statements of Income

Years ended December 31202520242023
(in thousands)
Revenues$3,071,182$3,206,700$3,269,521
Expenses
Fuel oil947,4451,078,0451,211,420
Purchased power677,654703,371671,769
Other operation and maintenance620,442609,672533,557
Wildfire tort-related claims (Note 2)—1,875,000—
Depreciation256,039251,142243,705
Taxes, other than income taxes289,816301,328306,912
Total expenses2,791,3964,818,5582,967,363
Operating income (loss)279,786(1,611,858)302,158
Allowance for equity funds used during construction15,01313,78615,164
Retirement defined benefits credit—other than service costs4,1354,1374,303
Interest expense and other charges, net(93,702)(82,082)(86,140)
Allowance for borrowed funds used during construction5,8935,4705,201
Interest income9,4636,6336,454
Income (loss) before income taxes220,588(1,663,914)247,140
Income tax expense (benefit)49,033(439,547)51,193
Net income (loss)171,555(1,224,367)195,947
Dividends on and loss on redemption of preferred stock of subsidiaries915915915
Net income (loss) attributable to Hawaiian Electric170,640(1,225,282)195,032
Dividends on and loss on redemption of preferred stock of Hawaiian Electric2,4251,0801,080
Net income (loss) for common stock$168,215$(1,226,362)$193,952

Consolidated Statements of Comprehensive Income

Years ended December 31202520242023
(in thousands)
Net income (loss) for common stock$168,215$(1,226,362)$193,952
Other comprehensive loss, net of taxes:
Retirement benefit plans:
Net gains arising during the period, net of taxes of $26,518, $22,780 and $3,529 for 2025, 2024 and 2023, respectively76,45565,68010,175
Adjustment for amortization of prior service credit and net gains recognized during the period in net periodic benefit cost, net of taxes of $(757), $(706) and $(688) for 2025, 2024 and 2023, respectively(2,182)(2,035)(1,983)
Reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of taxes of $(25,811), $(22,096), and $(2,846) for 2025, 2024 and 2023, respectively(74,419)(63,708)(8,204)
Other comprehensive loss, net of taxes(146)(63)(12)
Comprehensive income (loss) attributable to Hawaiian Electric Company, Inc.$168,069$(1,226,425)$193,940

Consolidated Balance Sheets

December 3120252024
(in thousands)
Assets
Property, plant and equipment
Utility property, plant and equipment
Land$52,107$52,019
Plant and equipment8,719,6178,421,501
Right-of-use assets - finance lease539,485447,101
Less accumulated depreciation(3,508,592)(3,326,624)
Construction in progress382,147365,709
Utility property, plant and equipment, net6,184,7645,959,706
Nonutility property, plant and equipment, less accumulated depreciation of $1 and $1 as of December 31, 2025 and 2024, respectively2,7052,792
Total property, plant and equipment, net6,187,4695,962,498
Current assets
Cash and cash equivalents486,220184,148
Customer accounts receivable, net172,894199,898
Accrued unbilled revenues, net192,033178,721
Other accounts receivable, net76,34669,637
Fuel oil stock, at average cost113,58298,903
Materials and supplies, at average cost132,803118,466
Prepayments and other57,980151,220
Regulatory assets50,03953,895
Total current assets1,281,8971,054,888
Other long-term assets
Operating lease right-of-use-assets55,86359,281
Regulatory assets258,076227,424
Defined benefit pension and other postretirement benefit plans asset219,477108,819
Investment in unconsolidated affiliate287,250—
Other240,488200,694
Total other long-term assets1,061,154596,218
Total assets$8,530,520$7,613,604

(Continued)

Consolidated Balance Sheets (continued)

Hawaiian Electric Company, Inc. and Subsidiaries

December 3120252024
(in thousands)
Capitalization and liabilities
Capitalization (see Consolidated Statements of Capitalization)
Common stock equity$1,583,399$1,156,955
Cumulative preferred stock – not subject to mandatory redemption—34,293
Commitments and contingencies (Notes 2 and 4)
Long-term debt, net2,057,8741,854,214
Total capitalization3,641,2733,045,462
Current liabilities
Current portion of operating lease liabilities17,56515,202
Current portion of long-term debt, net124,95947,000
Short-term borrowings from non-affiliate—48,623
Accounts payable217,203196,980
Interest and preferred dividends payable28,02421,536
Taxes accrued, including revenue taxes263,179272,001
Regulatory liabilities51,99726,568
Wildfire tort-related claims482,250478,750
Other119,278121,011
Total current liabilities1,304,4551,227,671
Deferred credits and other liabilities
Operating lease liabilities42,75349,135
Finance lease liabilities505,590425,625
Regulatory liabilities1,392,1471,217,515
Unamortized tax credits67,91876,676
Defined benefit plans liability6,9096,428
Wildfire tort-related claims1,436,2501,436,250
Other133,225128,842
Total deferred credits and other liabilities3,584,7923,340,471
Total capitalization and liabilities$8,530,520$7,613,604

Consolidated Statements of Capitalization

December 3120252024
(dollars in thousands, except par value)
Common stock equity
Common stock of $6 2/3 par value
Authorized: 50,000,000 shares. Outstanding: 17,854,278 shares
at December 31, 2025 and 2024$119,048$119,048
Premium on capital stock811,350810,955
Retained earnings362,301223,896
Additional paid-in capital288,060270
Accumulated other comprehensive income, net of taxes-retirement benefit plans2,6402,786
Common stock equity$1,583,399$1,156,955
Cumulative preferred stock not subject to mandatory redemption
Authorized: 5,000,000 shares of $20 par value and 7,000,000 shares of $100 par value.
Series · Par Value · Shares outstanding December 31, 2025 · Shares outstanding December 31, 2024 · 2025 · 2024
(dollars in thousands, except par value and shares outstanding)
C-4.25%$20(Hawaiian Electric)—150,000$—$3,000
D-5.00%20(Hawaiian Electric)—50,000—1,000
E-5.00%20(Hawaiian Electric)—150,000—3,000
H-5.25%20(Hawaiian Electric)—250,000—5,000
I-5.00%20(Hawaiian Electric)—89,657—1,793
J-4.75%20(Hawaiian Electric)—250,000—5,000
K-4.65%20(Hawaiian Electric)—175,000—3,500
G-7.625%100(Hawaii Electric Light)—70,000—7,000
H-7.625%100(Maui Electric)—50,000—5,000
—1,234,657—34,293

Consolidated Statements of Capitalization (continued)

December 3120252024
(in thousands)
Long-term debt
Obligations to the State of Hawaii for the repayment of Special Purpose Revenue Bonds (subsidiary obligations unconditionally guaranteed by Hawaiian Electric):
3.50%, Series 2019, due 2049$80,000$80,000
3.20%, Refunding series 2019, due 2039150,000150,000
3.10%, Refunding series 2017A, due 2026125,000125,000
4.00%, Refunding series 2017B, due 2037140,000140,000
3.25%, Refunding series 2015, paid in 2025—47,000
Total obligations to the State of Hawaii$495,000$542,000
Other long-term debt – unsecured:
Taxable senior notes:
6.00%, Series 2025, due 2033500,000—
6.11%, Series 2023A, due 203040,00040,000
6.25%, Series 2023A and 2023B, due 203390,00090,000
6.70%, Series 2023C, due 205320,00020,000
3.70%, Series 2022A, due 203260,00060,000
3.51%, Series 2020C and 2020E, due 205070,00070,000
3.28%, Series 2020B and 2020D, due 204045,00045,000
3.96%, Series 2020A, 2020B and 2020C, due 205050,00050,000
3.31%, Series 2020A and 2020B, due 2030110,000110,000
4.21%, Series 2019A, due 203450,00050,000
4.38%, Series 2018A, due 202867,50067,500
4.53%, Series 2018B, due 203317,50017,500
4.72%, Series 2018C, due 204815,00015,000
4.31%, Series 2017A, due 204750,00050,000
4.54%, Series 2016A, due 204640,00040,000
5.23%, Series 2015A, due 204580,00080,000
4.84%, Series 2013A, 2013B and 2013C, due 2027100,000100,000
5.65%, Series 2013B and 2013C, due 204370,00070,000
4.72%, Series 2012D, due 202935,00035,000
5.39%, Series 2012E, due 2042150,000150,000
4.53%, Series 2012F, due 203240,00040,000
Total taxable senior notes1,700,0001,200,000
Revolving credit facility SOFR +2.25%, due 2026—166,000
Total other long-term debt – unsecured1,700,0001,366,000
Total long-term debt2,195,0001,908,000
Less unamortized debt issuance costs12,1676,786
Less current portion long-term debt, net of unamortized debt issuance costs124,95947,000
Long-term debt, net2,057,8741,854,214
Total capitalization$3,641,273$3,045,462

Consolidated Statements of Changes in Common Stock Equity

Common stock · Premiumoncapitalstock · Retainedearnings · Additional paid-in capital · Accumulatedothercomprehensiveincome
(in thousands) · Shares · Amount · Total
Balance, December 31, 202217,854$119,048$810,955$1,411,306$—$2,861$2,344,170
Net income for common stock———193,952——193,952
Other comprehensive loss, net of tax benefits—————(12)(12)
Common stock dividends———(129,000)——(129,000)
Balance, December 31, 202317,854119,048810,9551,476,258—2,8492,409,110
Net loss for common stock———(1,226,362)——(1,226,362)
Other comprehensive loss, net of tax benefits—————(63)(63)
Common stock dividends———(26,000)——(26,000)
Additional paid-in capital————270—270
Balance, December 31, 202417,854119,048810,955223,8962702,7861,156,955
Net income for common stock———168,215——168,215
Other comprehensive loss, net of tax benefits—————(146)(146)
Common stock dividends———(30,000)——(30,000)
Stock expense adjustment and other——395190——585
Additional paid-in capital————287,790—287,790
Balance, December 31, 202517,854$119,048$811,350$362,301$288,060$2,640$1,583,399

Consolidated Statements of Cash Flows

Years ended December 31202520242023
(in thousands)
Cash flows from operating activities
Net income (loss)$171,555$(1,224,367)$195,947
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Depreciation of property, plant and equipment256,039251,142243,705
Other amortization38,16631,82826,490
Deferred income tax expense (benefit)(6,242)(481,624)1,439
State refundable credit(12,386)(11,914)(11,325)
Bad debt expense3,5414,7208,161
Allowance for equity funds used during construction(15,013)(13,786)(15,164)
Other2,652(6,311)460
Changes in assets and liabilities
Decrease (increase) in accounts receivable9,48188,376(65,004)
Decrease (increase) in accrued unbilled revenues(13,254)7,561(3,048)
Decrease (increase) in fuel oil stock(14,679)49,33443,293
Increase in materials and supplies(14,337)(4,033)(34,865)
Increase in regulatory assets(30,462)(22,743)(10,613)
Increase in regulatory liabilities96,04348,43354,470
Increase in accounts payable8,7199,64420,454
Change in prepaid and accrued income taxes, tax credits and revenue taxes(5,894)(26,542)1,878
Change in defined benefit pension and other postretirementbenefit plans asset/liability(8,777)(9,218)(8,186)
Increase in wildfire tort-related claims—1,840,00075,000
Change in other assets and liabilities(28,066)(64,767)(48,725)
Net cash provided by operating activities437,086465,733474,367
Cash flows from investing activities
Capital expenditures(339,573)(329,479)(438,775)
Other6,14211,8486,176
Net cash used in investing activities(333,431)(317,631)(432,599)
Cash flows from financing activities
Common stock dividends(30,000)(26,000)(129,000)
Preferred stock dividends of Hawaiian Electric and subsidiaries(1,995)(1,995)(1,995)
Proceeds from issuance of common stock/capital contribution from parent540270—
Proceeds from issuance of long-term debt500,000—350,000
Repayment of long-term debt and funds transferred for repayment of long-term debt(166,000)(81,000)(100,000)
Net decrease in short-term borrowings from non-affiliates and affiliate with original maturities of three months or less——(87,967)
Proceeds from issuance of short-term debt—50,000—
Repayment of short-term debt(50,000)——
Payments of obligations under finance leases(9,905)(4,119)(3,128)
Redemption of preferred stock(35,468)——
Other(8,755)(9,187)(843)
Net cash provided by (used in) financing activities198,417(72,031)27,067
Net increase in cash, cash equivalents and restricted cash302,07276,07168,835
Cash, cash equivalents and restricted cash, January 1184,148108,07739,242
Cash, cash equivalents and restricted cash, December 31486,220184,148108,077
Less: Restricted cash——(2,000)
Cash and cash equivalents, December 31$486,220$184,148$106,077

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 · Summary of significant accounting policies

General

Hawaiian Electric Industries, Inc. (HEI) is a holding company with direct and indirect subsidiaries principally engaged in electric utility and non-regulated renewable/sustainable infrastructure businesses operating in the State of Hawaii. HEI owns Hawaiian Electric Company, Inc. (Hawaiian Electric), ASB Hawaii, Inc. (ASB Hawaii), GLST1, LLC (GLST1) and Pacific Current, LLC (Pacific Current).

Hawaiian Electric and its wholly owned operating subsidiaries, Hawaii Electric Light Company, Inc. (Hawaii Electric Light) and Maui Electric Company, Limited (Maui Electric), are regulated public electric utilities (collectively, the Utilities) in the business of generating, purchasing, transmitting, distributing and selling electric energy on all major islands in Hawaii other than Kauai. Hawaiian Electric also owns Renewable Hawaii, Inc. (RHI), and HE AR INTER LLC. See Note 3.

ASB Hawaii, is an intermediate holding company that previously owned American Savings Bank, F.S.B. (ASB), a federally chartered, full-service Hawaii community bank. In December 2024, ASB Hawaii sold ASB but currently retains a 9.9% noncontrolling investment in ASB. See Note 5.

GLST1 is a wholly owned subsidiary of Hawaiian Electric Industries, Inc. created for the specific purpose of holding HEI’s and Hawaiian Electric’s first liability installment payment pursuant to the settlement agreements to settle the tort-related legal claims in the litigation arising out of the Maui windstorm and wildfires. See Note 2.

Pacific Current is a wholly owned subsidiary of Hawaiian Electric Industries, Inc. created to invest in non-regulated energy and sustainable infrastructure in the State of Hawaii. Pacific Current’s last remaining subsidiary, Mahipapa, LLC (Mahipapa), operates a firm dispatchable closed-loop biomass-to-energy facility on Kauai. In March 10, 2025, Pacific Current’s Hamakua Energy, LLC (Hamakua Energy) was sold to an unaffiliated third party. In June 2025, all of Pacific Current’s membership interests in Mauo, LLC (Mauo), Kaʻieʻie Waho Company, LLC (Kaʻieʻie Waho), Upena, LLC, and Alenuihaha Developments, LLC were transferred to PC Opco. On August 1, 2025, PC Opco was sold to an unaffiliated third party. See Note 3.

Basis of presentation. In preparing the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP), management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Actual results could differ significantly from those estimates.

Material estimates that are particularly susceptible to significant change for HEI and its subsidiaries (collectively, the Company) include the amounts reported as fair value for pension and other postretirement benefit obligations; contingencies and litigation; income taxes; regulatory assets and liabilities (Utilities only); and asset retirement obligations (Utilities only).

Consolidation. The HEI consolidated financial statements include the accounts of HEI and its subsidiaries. The Hawaiian Electric consolidated financial statements include the accounts of Hawaiian Electric and its subsidiaries. When HEI or Hawaiian Electric has a controlling financial interest in another entity (usually, majority voting interest), that entity is consolidated. Investments in companies over which the Company or the Utilities have the ability to exercise significant influence, but not control, are accounted for using the equity method. The consolidated financial statements exclude variable interest entities (VIEs) when the Company or the Utilities are not the primary beneficiaries. Significant intercompany amounts are eliminated in consolidation (see Note 3 for limited exceptions).

Sale of American Savings Bank, F.S.B. As a result of a comprehensive review of strategic options of ASB, on December 30, 2024, HEI, ASB, and ASB Hawaii, a wholly owned subsidiary of HEI and ASB’s parent holding company, entered into investment agreements to sell 90.1% of the common stock of ASB to various investors, including certain ASB officers and directors of ASB while retaining a 9.9% noncontrolling ownership position. The sale transaction closed on December 31, 2024 and no investor acquired more than 9.9% of the common stock of ASB. The sale of ASB met the accounting requirements to be disclosed as discontinued operations. Accordingly, the results of ASB, including the loss on the ASB sale, are presented as discontinued operations in the consolidated statements of income and cash flows, and have been excluded from both continuing operations and segment results for all periods presented. Unless otherwise noted, reference within the following notes to consolidated financial statements exclude discontinued operations. See Note 5.

Investment in ASB. As a result of the ASB sale transaction on December 31, 2024, the Company retained a 9.9% noncontrolling ownership interest in ASB amounting to $44.6 million as of December 31, 2025 and 2024, and is included in “Other noncurrent assets” on the Company’s Consolidated Balance Sheets. The Company has elected to subsequently measure its investment in ASB at cost minus impairment, in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 321, Investments-Equity Securities. FASB ASC 321 allows an entity to measure investments in equity securities without a readily determinable fair value using a measurement alternative that measures these securities at cost minus impairment. On a quarterly basis, the Company is required to make a qualitative assessment of whether the investment is impaired. As of December 31, 2025, the Company’s investment in ASB remained unchanged as there were no events that occurred or facts that have been discovered which indicated the investment was impaired.

Cash and cash equivalents. The Company considers cash on hand, deposits in banks, money market accounts, certificates of deposit, short-term commercial paper of non-affiliates and liquid investments (with original maturities of three months or less) to be cash and cash equivalents.

Restricted cash. The Company considers cash held by trustees, related to non-recourse loans at Pacific Current subsidiaries, and cash held by GLST1, related to the first liability installment payment pursuant to the settlement agreements to settle the tort-related legal claims in the litigation arising out of the Maui windstorm and wildfires, to be restricted cash. At December 31, 2025 and 2024, total restricted cash of the Company was $479.0 million and $492.3 million, respectively, which primarily represents the $478.8 million held by GLST1. For the Utilities, there was no restricted cash at December 31, 2025 and 2024.

Property, plant and equipment. Property, plant and equipment are reported at cost. Self-constructed electric utility plant includes engineering, supervision, administrative and general costs and an allowance for the cost of funds used during the construction period. These costs are recorded in construction in progress and are transferred to utility plant when construction is completed and the facilities are either placed in service or become useful for public utility purposes. Costs for betterments that make utility plant more useful, more efficient, of greater durability or of greater capacity are also capitalized. Upon the retirement or sale of electric utility plant, generally no gain or loss is recognized. The cost of the plant retired is charged to accumulated depreciation. Amounts collected from customers for cost of removal are included in regulatory liabilities. See discussion regarding “Utility projects” in Note 4.

Depreciation. Depreciation is computed primarily using the straight-line method over the estimated lives of the assets being depreciated. Electric utility plant additions in the current year are depreciated beginning January 1 of the following year in accordance with rate-making. Electric utility plant and Pacific Current generation assets have lives ranging from 16 to 51 years for production plant, from 10 to 79 years for transmission and distribution plant, and from 5 to 50 years for general plant. The Utilities’ composite annual depreciation rate, which includes a component for cost of removal, was 3.1% in 2025 and 3.2% in 2024 and 2023.

Retirement benefits. Pension and other postretirement benefit costs are charged primarily to expense and electric utility plant (in the case of the Utilities). Funding for the Company’s qualified pension plan (Plan) is based on actuarial assumptions adopted by the Pension Investment Committee administering the Plan. The participating employers contribute amounts to pension trust for the Plan in accordance with the funding requirements of the Employee Retirement Income Security Act of 1974, as amended (ERISA), including changes promulgated by the Pension Protection Act of 2006, and considering the deductibility of contributions under the Internal Revenue Code. The Company generally funds at least the net periodic pension cost during the year, subject to ERISA minimum and Internal Revenue Code limits and targeted funded status.

Certain health care and/or life insurance benefits are provided to eligible retired employees and the employees’ beneficiaries and covered dependents. The Company generally funds the net periodic postretirement benefit costs other than pension (except for executive life) for postretirement benefits other than pension (OPEB), while maximizing the use of the most tax-advantaged funding vehicles, subject to cash flow requirements and reviews of the funded status with the consulting actuary.

Environmental expenditures. The Company and the Utilities are subject to numerous federal and state environmental statutes and regulations. In general, environmental contamination treatment costs are charged to expense. Environmental costs are capitalized if the costs extend the life, increase the capacity, or improve the safety or efficiency of property; the costs mitigate or prevent future environmental contamination; or the costs are incurred in preparing the property for sale. Environmental costs are either capitalized or charged to expense when environmental assessments and/or remedial efforts are probable and the cost can be reasonably estimated. The Utilities review their sites and measure the liability quarterly by assessing a range of reasonably likely costs of each identified site using currently available information, including existing technology, presently enacted laws and regulations, experience gained at similar sites, and the probable level of involvement and financial condition of other potentially responsible parties.

Contingencies and litigation. The Company and the Utilities are subject to proceedings (including PUC proceedings), lawsuits and other claims. Management assesses the likelihood of any adverse judgments in or outcomes of these matters as well as potential ranges of probable losses. A determination of the amount of reserves required, if any, for these contingencies is based on an analysis of each individual case or proceeding often with the assistance of outside counsel. Loss contingencies are reviewed quarterly and estimates are adjusted to reflect the impact of all known information, such as new developments in each matter or changes in approach in dealing with these matters, including changes in settlement strategy. When a loss is probable and reasonably estimable, a liability is recorded in the amount of the estimable loss. If it is reasonably possible that a loss may have been incurred and the effect on the financial statements could be material, the Company and the Utilities disclose the nature of the loss contingency and an estimate of the possible loss or range of loss or a statement that such an estimate cannot be made within the notes to the financial statements.

Income taxes. Deferred income tax assets and liabilities are established for the temporary differences between the financial reporting bases and the tax bases of the Company’s and the Utilities’ assets and liabilities at federal and state tax rates expected to be in effect when such deferred tax assets or liabilities are realized or settled. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized.

HEI and the Utilities’ investment tax credits are deferred and amortized over the estimated useful lives of the properties to which the credits relate (and for the Utilities, this treatment is in accordance with Accounting Standards Codification (ASC) Topic 980, “Regulated Operations”).

The Utilities are included in the consolidated income tax returns of HEI. However, income tax expense has been computed for financial statement purposes as if each utility filed a separate income tax return and Hawaiian Electric filed a consolidated Hawaiian Electric income tax return.

Governmental tax authorities could challenge a tax return position taken by the Company. The Company and the Utilities use a “more-likely-than-not” recognition threshold and measurement standard for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

Fair value measurements. Fair value estimates are estimates of the price that would be received to sell an asset, or paid upon the transfer of a liability, in an orderly transaction between market participants at the measurement date. The fair value estimates are generally determined based on assumptions that market participants would use in pricing the asset or liability and are based on market data obtained from independent sources. However, in certain cases, the Company and the Utilities use their own assumptions about market participant assumptions based on the best information available in the circumstances. These valuations are estimates at a specific point in time, based on relevant market information, information about the financial instrument and judgments regarding future expected loss experience, economic conditions, risk characteristics of various financial instruments and other factors. These estimates do not reflect any premium or discount that could result if the Company or the Utilities were to sell its entire holdings of a particular financial instrument at one time. Because no active trading market exists for a portion of the Company’s and the Utilities’ financial instruments, fair value estimates cannot be determined with precision. Changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the estimates. In addition, the tax ramifications related to the realization of the unrealized gains and losses could have a significant effect on fair value estimates, but have not been considered in making such estimates.

The Company and the Utilities group their financial assets measured at fair value in three levels outlined as follows:

Level 1: Inputs to the valuation methodology are quoted prices, unadjusted, for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and is used to measure fair value whenever available.

Level 2: Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets; inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs to the valuation methodology that are derived principally from or can be corroborated by observable market data by correlation or other means.

Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Level 3 assets and liabilities include financial instruments whose value is determined using discounted cash flow methodologies, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

Classification in the hierarchy is based upon the lowest level input that is significant to the fair value measurement of the asset or liability. For instruments classified in Level 1 and 2 where inputs are primarily based upon observable market data, there is less judgment applied in arriving at the fair value. For instruments classified in Level 3, management judgment is more significant due to the lack of observable market data.

The Company reviews and updates the fair value hierarchy classifications on a quarterly basis. Changes from one quarter to the next related to the observability of inputs in fair value measurements may result in a reclassification between the fair value hierarchy levels and are recognized based on period-end balances.

Fair value is also used on a nonrecurring basis to evaluate certain assets for impairment or for disclosure purposes. Examples of nonrecurring uses of fair value include asset retirement obligations (AROs).

Earnings per share (HEI only). Basic earnings per share (EPS) and Basic EPS from continuing operations are computed by dividing net income for common stock and income from continuing operations for common stock, respectively, by the weighted-average number of common shares outstanding for the period. Diluted EPS and diluted EPS from continuing operations are computed similarly, except that dilutive common shares for stock compensation is added to the denominator. Since there is a net loss, there can beno potentially dilutive shares during the year ended December 31, 2024. As of December 31, 2025 and 2023, the antidilutive effect of restricted stock units (RSUs) on 22,172 and 65,078, respectively, shares of common stock, was not included in the computation of diluted EPS.

Impairment of long-lived assets and long-lived assets to be disposed of. The Company and the Utilities review long-lived assets and certain identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. When the Utilities conclude that recovery of the remaining carrying amount of long-lived generation asset upon retirement is probable of recovery in future rates the carrying amount of the long-lived generation asset is recorded as a regulatory asset. Other assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell.

Assets held for sale and discontinued operations. In June 2025, the Company determined the net assets of our remaining Pacific Current operating subsidiaries met the criteria for classification as held for sale. The Company sold Pacific Current’s solar and Battery Energy Storage System facilities in August 2025. The assets and liabilities of Pacific Current’s remaining biomass facility has been reclassified as “Assets held for sale” and “Liabilities held for sale,” respectively, in the Consolidated Balance Sheets as of December 31, 2025. The Company determined that the sale of these assets and the planned sale of the remaining asset did not represent a strategic shift having a major effect on the Company’s operations and financial results, and therefore did not meet the criteria for classification as discontinued operations. For further discussion, see “Sale of solar and Battery Energy Storage System (BESS) facilities” and “Assets held for sale-Mahipapa” in Note 3.

Recent accounting pronouncements.

Income taxes. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures to enhance the transparency and decision usefulness of income tax disclosures. The amendments are effective for annual periods beginning after December 15, 2024. These amendments apply on a prospective basis with a retrospective option. Early adoption is permitted. The Company has adopted this amendment on a prospective basis effective for the year ended December 31, 2025. The adoption did not have a material impact on its consolidated financial statements.

Climate-related disclosures. In March 2024, the SEC issued final climate-related disclosure rules under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors (climate disclosure rules). If implemented, the rules would require annual disclosure of material greenhouse gas emissions; governance, risk management and strategy related to material climate-related risks; financial statement impacts of severe weather events and other natural conditions; a roll forward of carbon offset and renewable energy credit balances if material to the Company’s plan to achieve climate-related targets or goals; and material impacts on estimates and assumptions in the financial statements. In April 2024, the SEC voluntarily stayed implementation of its climate disclosure rules pending completion of judicial review by the Court of Appeals for the Eighth Circuit. In March 2025, the SEC voted to end its defense of its new rules requiring disclosure of climate-related risks and greenhouse gas emissions. The Company is monitoring further SEC developments and final rulings with respect to the applicability of this final rule.

Income statement disclosures. In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The guidance requires more detailed information about specified categories of expenses included in certain captions presented on the face of the income statement. ASU No. 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this amendment on the Company’s consolidated financial statements.

Internal-use software disclosures. In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software: Targeted Improvements to the Accounting for Internal-Use Software. The guidance removes all references to project stages in software development and requires capitalization of internal-use software costs to begin when management has authorized and committed to funding the project and it is probable the project will be completed and used to perform the intended function. ASU No. 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of this amendment on the Company’s consolidated financial statements.

Accounting for government grants. In December 2025, the FASB issued ASU No. 2025-10, Accounting for Government Grants Received by Business Entities. The ASU adds guidance on the recognition, measurement and presentation of government grants received by business entities. ASU No. 2025-10 is effective for annual reporting periods beginning after December 15, 2028, and for interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of this amendment on the Company’s consolidated financial statements.

Electric utility

Regulation by the Public Utilities Commission of the State of Hawaii (PUC). The Utilities are regulated by the PUC and account for the effects of regulation under FASB ASC Topic 980, “Regulated Operations.” As a result, the Utilities’ financial statements reflect assets, liabilities, revenues and expenses based on current cost-based rate-making regulations (see Note 4—“Regulatory assets and liabilities”). Their continued accounting under ASC Topic 980 generally requires that rates are established by an independent, third-party regulator; rates are designed to recover the costs of providing service; and it is reasonable to assume that rates can be charged to, and collected from, customers. Management believes that the operations of the Utilities, including the impact of the approved PBR Framework, currently satisfy the criteria under ASC Topic 980.

The rate schedules of the Utilities include energy costs recovery clauses (ECRCs) under which electric rates are adjusted for changes in the weighted-average price paid for fuel oil and certain components of purchased power, and the relative amounts of company-generated power and purchased power. The rate schedules also include purchased power adjustment clauses (PPACs) under which the remaining purchase power expenses are recovered through surcharge mechanisms. The amounts collected through the ECRCs and PPACs are required to be reconciled quarterly.

Accounts receivable. Accounts receivable are recorded at the invoiced amount. The Utilities generally assess a late payment charge on balances unpaid from the previous month. The allowance for doubtful accounts is the Utilities’ best estimate of the amount of expected credit losses in the Utilities’ existing accounts receivable. At December 31, 2025 and 2024, the allowance for customer accounts receivable, accrued unbilled revenues and other accounts receivable was $6.8 million and $5.6 million, respectively.

Electric utility revenues. Revenues related to electric service are generally recorded when service is rendered and include revenues applicable to energy consumed in the accounting period but not yet billed to the customers. The Utilities also record revenue under a decoupling mechanism. See “Decoupling” discussion in Note 4.

Repairs and maintenance costs. Repairs and maintenance costs for overhauls of generating units are generally expensed as they are incurred.

Allowance for funds used during construction (AFUDC). AFUDC represents the estimated costs of debt (i.e., interest) and equity funds used to finance plant construction. AFUDC is credited on the statement of income and charged to construction in progress on the balance sheet. If a project under construction is delayed for an extended period of time, AFUDC on the delayed project may be stopped after assessing the causes of the delay and probability of recovery. The tax gross up of the allowance for equity funds used during construction is credited to income taxes on the statement of income and charged to a regulatory asset. This gross up, net of amortization of the regulatory asset, is reflected in income tax expense.

The weighted-average AFUDC rate was 7.3% in 2025 and 2024 and 7.2% in 2023, and reflected quarterly compounding.

Asset retirement obligations. AROs are accounted for in accordance with ASC 410-20, “Asset Retirement Obligations.” AROs are recognized at present value of expected costs to retire long-lived assets from service, provided a legal obligation exists and a reasonable estimate of the fair value and the settlement date can be made. In the subsequent period, the liability is accreted to its future value while the asset retirement cost is depreciated over the estimated useful life of the underlying asset. The Utilities’ recognition of AROs have no impact on earnings, as the cost of the AROs are recovered over the life of the asset through depreciation. AROs recognized by the Utilities relate to legal obligations with the retirement of plant and equipment, including removal of asbestos and other hazardous materials. See “Asset retirement obligations” in Note 4.

Note 2 · Maui windstorm and wildfires

On August 8, 2023, a number of brush fires in the West Maui (Lahaina) and Upcountry Maui areas caused widespread property damage, including damage to property of the Utilities, and 102 confirmed fatalities in Lahaina (the Maui windstorm and wildfires). The Maui windstorm and wildfires were fueled by extreme winds and drought-like conditions in those parts of Maui.

Restoration costs and recoveries. The Utilities are continuing restoration work to rebuild portions of the electric system in Lahaina to ensure safe and reliable power to customers. Restoration efforts include the rebuilding of electrical lines along former routes in the Lahaina area with the installation of new interim steel and wood poles and electrical equipment. Ongoing work is focused on reestablishing electrical service to homes as they are being built.

The Public Utilities Commission of the State of Hawaii (PUC) has issued orders authorizing deferred accounting treatment for certain incremental non-labor expenses related to the Maui windstorm and wildfires incurred from August 8, 2023 through December 31, 2025. The approval pertains only to deferred cost treatment for expenses that are not already part of base rates; any actual recovery of deferred costs will be the subject of a separate application(s). As of December 31, 2025, the Utilities have deferred $80.5 million of these incremental costs to a regulatory asset.

The Utilities are actively seeking recovery of damage to rebuild the covered electrical infrastructure from their insurers and have received insurance recoveries of $8.6 million and $1.0 million for 2025 and 2024, respectively; however, the timing and amount of any future insurance recoveries remain indeterminable at this time and as such, any additional insurance receivable has not been recorded. As of December 31, 2025, the Utilities have $489.6 million of property insurance coverage remaining, net of insurance recoveries to HEI’s discontinued subsidiary.

Tort-related legal claims. HEI and the Utilities have each been named in several thousand lawsuits related to the Maui windstorm and wildfires. Nearly all of these civil lawsuits, includingone putative class action, are pending in the Maui Circuit Court. Two putative class actions andone individual action are pending in federal court. These state and federal lawsuits (collectively, tort-related legal claims) name as defendants HEI, the Utilities, and others, including the County of Maui, the State of Hawaii and related state entities, private landowners and developers, and telecommunications companies. Most of these lawsuits allege that the defendants were responsible for, and/or negligent in failing to prevent or respond to the wildfires that led to property destruction and loss of life. The plaintiffs seek to recover damages and other costs, including punitive damages for, among other things, personal injury, wrongful death, emotional distress, property damage, and inverse condemnation. One lawsuit asserting similar theories and claims was filed by the County of Maui against HEI and the Utilities. A separate lawsuit was filed by Spectrum Oceanic, LLC against HEI and the Utilities and other defendants, and other lawsuits were filed by approximately 200 subrogation insurers against HEI, the Utilities, a private landowner, and telecommunications companies. Defendants have asserted cross-claims against one another for indemnification, contribution, and subrogation. Additional lawsuits may be filed against the Company and other defendants in the future.

The County of Maui Origin and Cause Report, released on October 2, 2024, attaching the investigative report by the Bureau of Alcohol, Tobacco, Firearms and Explosives, estimated the total economic damage resulting from the Maui windstorm and wildfires of approximately $6 billion. That estimate has not been validated by the Company, and it represents a gross number that does not take into account causation or liability and does not attempt to allocate responsibility among the various defendants. As such, the estimate is not intended to provide a reasonably possible loss in excess of the recorded amount under ASC Topic 450-20, “Loss Contingencies” attributable to the Company arising from the Maui windstorm and wildfires.

One ‘Ohana Initiative. The One ‘Ohana Initiative is a $175 million humanitarian aid fund with the objective to compensate, in an expedited manner and as an alternative to litigation, those who lost loved ones and those who suffered severe injuries in the Maui windstorm and wildfires. The One ‘Ohana Initiative was funded with contributions from the State of Hawaii, the County of Maui, Kamehameha Schools, Hawaiian Electric, and other parties. Hawaiian Electric’s contribution of $75 million was fully funded by its insurance carriers, and no additional outlay is required.

Class Settlement Agreement and Individual Settlement Agreement. Effective November 1, 2024, HEI and Hawaiian Electric entered intotwo definitive settlement agreements (collectively, the Settlement Agreements) to settle the tort-related legal claims in the litigation arising out of the Maui windstorm and wildfires (expressly excluding securities and derivative actions) on a global basis without any admission of liability. Under the Settlement Agreements, subject to certain conditions (including those described below), HEI and Hawaiian Electric, along with other defendants (the State of Hawaii, the County of Maui, Kamehameha Schools, entities affiliated with the West Maui Land Co., Hawaiian Telcom, and Spectrum/Charter Communications) have agreed to settle the claims of those who filed lawsuits in state and federal courts, or who may have claims but have not yet filed lawsuits, in connection with the Maui windstorm and wildfires. One Settlement Agreement is between the defendants, class counsel, and class plaintiffs (the Class Settlement Agreement), and the other is between the defendants and over 30 lawyers representing thousands of individual plaintiffs who have brought their own lawsuits or who have hired attorneys but not yet filed lawsuits (the Individual Settlement Agreement). The Settlement Agreements do not resolve claims with insurers who have asserted or could assert subrogation claims in separate lawsuits and such insurers are not parties to the Settlement Agreements, but resolving such claims in the manner set forth in the Settlement Agreements (summarized below) is a condition that must be satisfied before any payment is due from the defendants.

Under the Settlement Agreements, HEI and Hawaiian Electric are obligated to contribute a total of $1.99 billion (out of a total defendant contribution of approximately $4.04 billion), which includes the $75 million previously contributed to the One ‘Ohana Initiative. The total settlement amount is to be divided betweentwo settlement funds, one for the benefit of individual plaintiffs, and the other for the benefit of the class plaintiffs. HEI and Hawaiian Electric must pay such remaining amounts infour equal annual installments of approximately $479 million, with the first installment expected to be made once the conditions to funding are satisfied, which will occur no sooner than early 2026. HEI and Hawaiian Electric have the option to accelerate the payments, in whole or in part, with such accelerated payments to be discounted at a rate of 5.5% per annum. HEI transferred the amount of the first payment, $479 million, into a new subsidiary, GLST1, which is restricted from disbursing such funds except in connection with the initial payment to the settlement funds. Additionally, under the Settlement Agreements, HEI and Hawaiian Electric are obligated to contribute a share to the settlement administration fees only if certain other sources are exhausted when those fees are due, for which $3.5 million was accrued as of December 31, 2025 based on the best estimate at that time.

HEI and Hawaiian Electric determined that making payments under the terms of the Settlement Agreements infour equal annual installments is the most viable option and have classified the first $479 million installment as a current liability based on expected timing of the payment and the remaining $1.44 billion as a noncurrent liability on HEI’s and the Utilities’ Consolidated Balance Sheets as of December 31, 2025. The Utilities have recorded an additional $40 million in “Accounts receivable and unbilled revenues, net” and “Other accounts receivable, net” on HEI’s and the Utilities’ Consolidated Balance Sheets, respectively, as of December 31, 2025, based on the amounts expected to be remaining under the applicable insurance policies at the time of settlement payment.

The Settlement Agreements are intended to resolve all of the pending and potential tort-related legal claims related to the Maui windstorm and wildfires. The Class Settlement Agreement provides releases by class plaintiffs to the defendants, and among defendants, for acts and omissions relating to the Maui windstorm and wildfires. The Individual Settlement Agreement requires individual plaintiffs who elect to accept the settlement to sign individual releases. The releases in the Settlement Agreements, including those among defendants (subject to certain conditions), are effective on the initial payment due date, which will occur after a defined set of conditions are met. The Settlement Agreements also provide that $500 million of the total settlement payments will be reserved and made available to defendants to defray the cost to resolve any claims brought by plaintiffs who do not release claims as part of either Settlement Agreement. Defendants had the right to terminate the Settlement Agreements under certain circumstances, including if more than specified thresholds of plaintiffs choose not to participate in the settlement, although that threshold-based termination right has now expired without any defendant exercising it. Defendants retain the right to terminate the Settlement Agreements if the remaining conditions to payment are not met by March 2027.

The Settlement Agreements contain multiple conditions that must be met before the initial payment due date in order for any payment from HEI and Hawaiian Electric to the settlement funds to become due. Several of those conditions, including court approval of the Individual Settlement Agreement and the appropriation of funds by the Hawaii state legislature, have been met. The remaining unsatisfied conditions as of February 24, 2026, were that (i) the claims of the insurers must be resolved (either through agreement or a final and unappealable court order dismissing their direct subrogation actions against the defendants), and (ii) the final approval of the Class Settlement Agreement must become final and unappealable.

Insurer litigation. Two primary subrogation actions have been brought by various insurers covering almost all of the direct subrogation claims. On December 30, 2025, the court in both actions entered judgment in favor of the defendants, but certain of the plaintiff insurers have now appealed those rulings. No briefing schedules in these appeals have been set.

Approval of the Class Settlement Agreement. Following a hearing on December 17, 2025, at which the court orally granted final approval of the Class Settlement Agreement and no class member objected, the Maui Circuit Court entered a written order granting such final approval on January 26, 2026. The deadline to file appeals from that order was February 25, 2026, and as of February 26, 2026, no appeal appeared on the docket. As it appears no party appealed the final approval of the Class Settlement Agreement, it appears that such final approval order is now final and unappealable.

On February 10, 2026, the Hawaii Supreme Court affirmed the denial of the subrogation insurers’ motion to intervene into the class action in order to object to the final approval of the Class Settlement Agreement.

Litigation with Opt Outs. As of December 31, 2025, some individual plaintiffs who had initially “opted out” of the Class Settlement Agreement have not signed individual agreements and releases to join the global settlement. The defendants are continuing in their efforts to resolve these claims through the $500 million holdback fund that is part of the global settlement.

The Company intends to vigorously defend itself in the litigation if a definitive settlement of all open litigation is ultimately not achieved. There is no assurance that the Company will be successful in the defense of the litigation. If additional liabilities were to be incurred, the loss could be material to the Company’s results of operations, financial position and cash flows and could result in violations of the financial covenants in the Company’s debt agreements. If any such losses were to be sufficiently high, the Company may not have liquidity or the ability to access liquidity at levels necessary to satisfy such losses. However, any possible loss in excess of the amount recorded cannot reasonably be estimated at this time.

Securities class action. On August 24, 2023, a putative securities class action was filed in the United States District Court for the Northern District of California claiming violations of the Securities Exchange Act of 1934 (the Exchange Act) and Rule 10b-5 promulgated thereunder against HEI and Hawaiian Electric and certain of HEI’s and Hawaiian Electric’s current and former officers, and Section 20(a) of the Exchange Act against certain current and former officers (the Securities Action). The lawsuit broadly alleged that the defendants made materially false and misleading statements or omissions regarding our wildfire prevention and safety protocols and related matters.

On November 5, 2025, the parties signed a binding term sheet to settle the Securities Action (the Securities Action Term Sheet) following negotiations facilitated by a mediator. On January 5, 2026, the parties executed a definitive stipulation of settlement (the Securities Action Stipulation of Settlement) that will provide for the complete resolution of the Securities Action in exchange for a payment by the Company of $47.8 million as part of the overall settlement described below. The settlement of the Securities Action is conditioned on, among other things, approval by the boards of the Company and Hawaiian Electric; the finalization and court approval of the Securities Actions stipulation of settlement; the finalization by February 26, 2026 and subsequent court approval of the stipulation of settlement in the Derivative Actions (defined and discussed below); and entry of a judgment of dismissal following final court approval. In connection with the settlement of the Securities Action, there will be no admission of liability by the Company or any defendants and the Company, the defendants, and related persons will receive a customary full release of all claims. On February 26, 2026, the United States District Court for the Northern District of California held a hearing to determine whether to preliminarily approve the Securities Action Stipulation of Settlement. Following the hearing, the court indicated that it will issue an order and set a hearing date for the final approval of the settlement.

In connection with the execution of the Securities Action Term Sheet, HEI accrued, as of December 31, 2025, $47.8 million, and concurrently recorded an insurance reimbursement receivable of an equivalent amount as the recovery of the agreed settlement payment under its directors and officers liability insurance policy is deemed probable. HEI charged the accrued settlement to “Expenses-Other” in HEI and Subsidiaries’ Consolidated Statements of Income, which was offset by the probable insurance recovery. The accrued settlement and insurance receivable is included in “Wildfire related claims” and “Accounts receivable and unbilled revenues, net,” under current liabilities and current assets, respectively, in HEI and subsidiaries’ Consolidated Balance Sheets.

Shareholder derivative lawsuits. Two putative shareholder derivative actions were filed in the Circuit Court of the First Circuit, State of Hawaii on September 11, 2023 and on November 6, 2024. In addition, three putative shareholder derivative actions were filed in the United States District Court for the Northern District of California between December 26, 2023 and February 8, 2024, andtwo putative shareholder derivative actions were filed in the United States District Court for the District of Hawaii between April 8, 2024 and June 8, 2024. All of the lawsuits were purportedly brought by shareholders on behalf of nominal defendants HEI and Hawaiian Electric against certain current and former officers and directors of HEI and Hawaiian Electric. In all of the cases, the plaintiffs generally alleged state law breaches of fiduciary duty, abuse of control, corporate waste, unjust enrichment, gross mismanagement and aiding and abetting breaches of fiduciary duty claims in connection with the Maui windstorm and wildfires and certain of the Company’s prior public disclosures, and some of them added claims based on purported violations of federal securities laws. Depending on the case, the plaintiffs were seeking, on behalf of HEI, damages, restitution, disgorgement, injunctive relief, and equitable relief, including in the form of changes to HEI’s corporate governance policies and procedures.

On November 5, 2025, the parties signed a binding term sheet (the Derivative Litigation Term Sheet) to settle all of the outstanding derivative actions described above (the Derivative Actions). The Derivative Litigation Term Sheet was signed following negotiations facilitated by a mediator. On December 31, 2025, the parties executed a definitive settlement agreement (the Derivative Litigation Settlement Agreement) that provides for a complete resolution of the claims asserted in the Derivative Actions in exchange for a payment on behalf of the individual defendants by the Company’s insurers in the amount of $100 million, which will be used in part to pay the $47.8 million for the Securities Action Stipulation of Settlement and fees and expenses for plaintiffs' counsel. The settlement of the Derivative Actions is conditioned on, among other things, the approval by the boards of HEI and Hawaiian Electric (including their independent directors) of the Derivative Litigation Settlement Agreement; final court approval of the Derivative Litigation Settlement Agreement; and entry of final judgment and orders of dismissal in the Derivative Actions. The plaintiffs’ counsel intends to request court approval for attorneys’ fees of 25% of the settlement proceeds, plus expenses not to exceed $475,000. In connection with the settlement of the Derivative Actions, there will be no admissions of liability, and the defendants and related persons will receive a customary full release of all claims. The Securities Action Stipulation of Settlement and Derivative Litigation Settlement Agreement were promptly submitted to the courts for preliminary approval subsequent to execution. The United States District Court for the District of Hawaii is scheduled to hold a hearing to consider preliminary approval of the Derivative Litigation Settlement Agreement on March 9, 2026.

The Derivative Litigation Settlement Agreement calls for the settlement to be fully funded by the Company’s directors and officers liability insurance policies. As noted above, $47.8 million of the $100 million total will be used to fund the settlement of the Securities Action. The remaining amount, any award in the Derivative Actions for the plaintiffs’ attorneys’ fees and expenses, and payment of other settlement-related expenses provided for in the term sheet, is accounted for as a contingent gain which will be recognized when realized or realizable.

Maui windstorm and wildfires costs. Legal costs in connection with the litigation and loss contingencies are expensed as incurred. The Company has $165 million of excess liability insurance and $25 million of professional liability insurance for third party claims, including claims related to wildfires, with a retention of $0.3 million and $1.0 million, respectively, and $145 million directors and officers liability insurance to cover claims related to the shareholder and derivative lawsuits, with a retention of $1.0 million. As of December 31, 2025, the Company’s and Utilities’ insurance receivable totaled $96 million and $47 million, respectively, under the policies. As of December 31, 2025, HEI and its subsidiaries have approximately $10 million, nil and $71 million of insurance coverage remaining under the excess liability, professional liability, and directors and officers liability policies, respectively, after deducting applicable retention amounts, amounts that have been recovered under insurance policies (including the One ‘Ohana Initiative contribution), and amounts expected to be recovered for incurred costs and recognized as a receivable as of year-end.

See table below for the incremental expenses related to the Maui windstorm and wildfires.

Year ended December 31, 2025 · Year ended December 31, 2024 · Year ended December 31, 2023
(in thousands)Electric utilityHEI ConsolidatedElectric utilityHEI Consolidated1Electric utilityHEI Consolidated1
Maui windstorm and wildfires related expenses:
Legal expenses$15,685$24,383$51,406$69,779$24,737$33,969
Wildfire tort-related claims——1,915,0001,915,00075,00075,000
Wildfire securities-related claims—47,750————
Other expense25,83827,34352,42161,25115,07118,143
Total Maui windstorm and wildfires related expenses41,52399,4762,018,8272,046,030114,808127,112
Insurance recoveries2(1,129)(55,178)(85,781)(94,699)(98,613)(104,580)
Deferral treatment approved by the PUC3(27,826)(27,826)(37,960)(37,960)(14,692)(14,692)
Total Maui windstorm and wildfires related expenses, net of insurance recoveries and approved deferral treatment$12,568$16,472$1,895,086$1,913,371$1,503$7,840

1 Excludes expenses related to discontinued operations amounting to $1.3 million and $11.3 million for 2024 and 2023, respectively.

2 HEI consolidated includes insurance recovery related to the proposed settlement of the securities class action of $47.8 million for 2025. Also includes adjustments related to costs that are no longer probable of recovery under the insurance policies. For 2025, HEI consolidated and Electric utility adjustments amount to $7.6 million, of which, $4.5 million were deferred to a regulatory asset, respectively, and are reported on the line “Deferral treatment approved by the PUC.”

3 Related to the PUC’s order, received on December 27, 2023, approving deferred accounting treatment for the Utilities’ incremental non-labor expenses related to the August 2023 Maui windstorm and wildfires incurred through December 31, 2024. Pursuant to the PUC order received on February 12, 2025, deferral accounting treatment limited to insurance premiums and outside services and legal costs associated with the asset-based lending facility credit agreement incurred in 2025 was granted. Applicable amounts were deferred to a regulatory asset.

On May 4, 2024, HEI and the Utilities reached an agreement to settle indemnification claims asserted by the State of

Hawaii without any admission of fault or responsibility. Under the terms of the agreement, HEI and the Utilities agreed to contribute $18.4 million through the end of 2024 related to the costs of the professional advisors engaged by the State of Hawaii to advise on a variety of matters related to the Maui windstorm and wildfires. Such costs were reflected in Maui windstorm and wildfires related expenses-Other expense in 2024 in the table above.

Note 3 · Segment financial information

Reportable segments are strategic business units of the Company that offer different products and services and operate in different regulatory environments. Prior to December 31, 2024, the Company operated and reported ontwo reportable segments: Electric utility and bank. On December 31, 2024, the Company sold 90.1% of ASB (previously, the bank reportable segment) and presented its results as discontinued operations for all periods presented. Accordingly, the bank reportable segment has been eliminated and the segment information presented herein excludes the results of ASB for all periods presented. All comparable information for the historical periods has been recast to reflect the impact of these changes. The Company now operates and reports onone reportable segment: Electric utility. HEI and its other subsidiaries which are not reportable segments are grouped and reported as an “All Other” non-reportable segment.

The accounting policies of the segments are the same as those described for the Company in the summary of significant accounting policies, except as otherwise indicated and except that federal and state income taxes for each segment are calculated on a “stand-alone” basis. The Company’s chief operating decision makers (CODMs) evaluate segment performance based on net income. Each segment accounts for intersegment sales and transfers as if the sales and transfers were to third parties (i.e., at current market prices). Intersegment revenues consist primarily of Hamakua Energy electricity revenues, interest and preferred stock dividends.

HEI’s CODM is its Chief Executive Officer. The CODM uses net income to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into the segments or into other parts of the entity, such as for acquisitions or to pay HEI common stock dividends. The CODM considers inputs from a variety of sources including the Chief Financial Officer, the General Counsel and presidents of operating units. Net income is used to monitor budget versus actual results. The CODM also uses net income in competitive analysis by benchmarking to HEI’s competitors. The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing performance of the segment and in establishing management’s compensation. The segment level information that is regularly provided to the CODM does not include expense categories other than depreciation and amortization, interest expense, and income taxes.

Electric utility

Hawaiian Electric and its wholly owned operating subsidiaries, Hawaii Electric Light and Maui Electric, are public electric utilities in the business of generating, purchasing, transmitting, distributing and selling electric energy on all major islands in Hawaii other than Kauai, and are regulated by the PUC. Hawaiian Electric, Hawaii Electric Light, and Maui Electric are aggregated within the electric utility segment because they: (1) are involved in the business of supplying electric energy in the same geographical location (i.e., the State of Hawaii), (2) have similar production processes that comprise electric generation, (3) serve similar customers within their franchise territories (e.g., residential, commercial and industrial customers), (4) use similar electric grids to distribute the energy to their customers, (5) are regulated by the PUC and undergo similar rate-making processes, (6) have similar economic characteristics and (7) perform financial reporting oversight and management of the business at the consolidated level. Hawaiian Electric also owns the following nonregulated subsidiaries: Renewable Hawaii, Inc. (RHI), which was formed to invest in renewable energy projects; HE AR INTER LLC (HE AR INTER), which was formed to pursue financing through a secured asset-based (accounts receivable) credit facility. Both RHI and HE AR INTER are included within electric utility segment information provided to the CODMs.

Hawaiian Electric has determined that its CODMs are the Chief Executive Officer and Chief Financial Officer. Net income variance analysis is regularly provided to CODMs and it is used to monitor budget as well as measuring against performance to the same period in the previous year. The CODMs measure the segment performance based on the Hawaiian Electric consolidated net income and segment net income of Hawaii Electric Light and Maui Electric to make decisions to allocate resources. Hawaiian Electric concluded that all of the expense categories for its single reportable segment included in the Consolidated Statement of Income for Hawaiian Electric are the expense categories regularly provided to the CODMs and are significant.

All Other

“All Other” includes amounts for the holding companies (HEI and ASB Hawaii), GLST1, and Pacific Current and its operating subsidiary and do not meet the definition of reportable segments.

ASB Hawaii. ASB Hawaii was formed in 1988 and served as the holding company for ASB prior to its sale on December 31, 2024. ASB Hawaii still retains a 9.9% noncontrolling investment in ASB.

GLST1. HEI transferred the amount of the first payment, $479 million, into a new subsidiary, GLST1, which is restricted from disbursing such funds except in connection with the initial payment to the settlement funds. Effective March 31, 2025, HEI assigned 60% of the membership interests of GLST1 to Hawaiian Electric. As of December 31, 2025, the assigned equity interests total $287.3 million, which is reported on “Investment in unconsolidated affiliate” on the Utilities’ Consolidated Balance Sheets.

Pacific Current. Pacific Current was formed in 2017 to focus on investing in non-regulated renewable energy and sustainable infrastructure in the State of Hawaii to help achieve the state’s sustainability goals. As part of HEI’s comprehensive review of strategic options for Pacific Current, significant investments of Pacific Current that were made through its subsidiaries, Hamakua Energy, Mauo and Kaʻieʻie Waho were sold in 2025. As of December 31, 2025, Mahipapa is Pacific Current’s remaining operating subsidiary.

Sale of Hamakua Holdings, LLC. On March 10, 2025, Pacific Current closed on the sale of Hamakua Holdings, LLC (Hamakua Holdings), a then wholly owned subsidiary of Pacific Current, to an unaffiliated third party for cash consideration (Hamakua Sale). Hamakua Holdings hadtwo wholly owned subsidiaries: Hamakua Energy, and HAESP, LLC (created in connection with the current on-going Stage 3 RFP process). Hamakua Energy owned a 60-MW combined cycle power plant on Hawaii Island that provides electricity to Hawaii Electric Light under an existing PPA that expires in 2030. As a result and effective as of the closing of the Hamakua Sale, Pacific Current no longer owns either of Hamakua Energy or HAESP, LLC, as wholly owned subsidiaries of Hamakua Holdings. The Company recorded a loss on the sale amounting to $13.2 million as of March 31, 2025, which is included in “Loss on sales of subsidiaries and equity-method investments and impairment loss on assets sold and held for sale” in the Company’s Consolidated Statements of Income for the year ended December 31, 2025.

Sale of solar and Battery Energy Storage System (BESS) facilities. Effective August 1, 2025, HEI closed on the sale of its solar and BESS assets to an unaffiliated third party for cash consideration (Solar Asset Disposition). The Solar Asset Disposition was completed through the sale of the membership interests in Pacific Current, Solar and Storage Operating Company, LLC (PC Opco), a then newly created indirect subsidiary of Pacific Current, which owned all of the membership interest of Pacific Current’s solar and BESS project companies: Mauo, LLC (which owns solar-plus-storage projects totaling 8.6 MW on five University of Hawaii campuses on Oahu and Maui), Kaʻieʻie Waho Company, LLC (which owns a 6-MW solar photovoltaic system that provides renewable energy to Kauai Island Utility Cooperative), Upena, LLC (which owns a solar asset on Oahu) and Alenuihaha Developments, LLC (which owns a collection of renewable energy assets on Oahu and Kauai) (collectively, Project Companies). As a result of the Solar Asset Disposition, effective as of August 1, 2025, Pacific Current no longer owns the Project Companies. The Company recorded an immaterial gain on the Solar Asset Disposition as of September 30, 2025, which is included in “Loss on sales of subsidiaries and equity-method investments and impairment loss on assets sold and held for sale” in the Company’s Consolidated Statements of Income for the year ended December 31, 2025.

In the second quarter of 2025, the Company evaluated the carrying value of the net assets of Pacific Current’s solar/BESS and biomass facilities and concluded the net assets were impaired as of June 30 2025. As a result, the Company recognized a pretax impairment charge of $0.2 million and tax expense and an expected investment tax credit recapture of $5.3 million. The pretax impairment charge is included in “Loss on sale of subsidiaries and equity-method investments and impairment loss on assets sold and held for sale” and the taxes on the impairment and expected investment tax credit recapture is included in “Income tax expense (benefit)” in the Company’s Consolidated Statements of Income for the year ended December 31, 2025.

Assets held for sale-Mahipapa. In addition, in connection with the Solar Asset Disposition and as part of the membership interest purchase agreement pursuant to which the Solar Asset Disposition was conducted (MIPA), but as a separate transaction, Pacific Current agreed to sell all of the membership interest in its biomass subsidiary, Mahipapa, LLC, to the same unaffiliated third party that is party to the MIPA (the Mahipapa Sale), with each of the parties’ obligations to complete the Mahipapa Sale subject to the conditions set forth in the MIPA. Mahipapa owns a 7.5-MW renewable, firm dispatchable closed-loop biomass- to-energy facility on Kauai that provides electricity to Kauai Island Utility Cooperative under a PPA that expires in January 2036.

The net assets of Mahipapa are classified as held for sale in the Company’s Consolidated Balance Sheets as of December 31, 2025. The net assets were classified as current, and are summarized as follows:

(in thousands)December 31, 2025
Property, plant and equipment, net of accumulated depreciation$46,286
Other assets9,980
Assets held for sale-current$56,266
Long-term debt, net$51,568
Other liabilities8,235
Liabilities held for sale-current$59,803

Electric utility reportable segment and All Other information were as follows:

(in thousands)Electric utilityAll OtherTotal
Revenues$3,071,182$15,714$3,086,896
Depreciation and amortization294,2054,714298,919
Interest income9,46327,46636,929
Interest expense, net93,70223,632117,334
Income (loss) from continuing operations before income taxes220,588(53,659)166,929
Income tax expense (benefit)49,033(8,385)40,648
Income (loss) from continuing operations171,555(45,274)126,281
Dividends and loss on redemption of preferred stock of subsidiaries3,340(179)3,161
Income (loss) from continuing operations for common stock168,215(45,095)123,120
Capital expenditures1339,5731,629341,202
Assets (at December 31, 2025)8,530,520392,3598,922,879
Revenues$3,206,700$13,150$3,219,850
Depreciation and amortization282,97010,563293,533
Interest income6,63312,72919,362
Interest expense, net82,08245,125127,207
Loss from continuing operations before income taxes(1,663,914)(127,681)(1,791,595)
Income tax benefit(439,547)(31,415)(470,962)
Loss from continuing operations(1,224,367)(96,266)(1,320,633)
Preferred stock dividends of subsidiaries1,995(105)1,890
Loss from continuing operations for common stock(1,226,362)(96,161)(1,322,523)
Capital expenditures1329,47914,772344,251
Assets (at December 31, 2024)7,613,6041,317,8128,931,416
Revenues$3,269,521$17,982$3,287,503
Depreciation and amortization270,19512,111282,306
Interest income6,4542,6519,105
Interest expense, net86,14039,392125,532
Income (loss) from continuing operations before income taxes247,140(64,840)182,300
Income tax expense (benefit)51,193(16,659)34,534
Income (loss) from continuing operations195,947(48,181)147,766
Preferred stock dividends of subsidiaries1,995(105)1,890
Income (loss) from continuing operations for common stock193,952(48,076)145,876
Capital expenditures1438,7753,952442,727
Assets (at December 31, 2023)7,283,554393,8187,677,372

1 Contributions in aid of construction balances are included in capital expenditures.

Intercompany electricity sales of the Utilities to HEI and its other subsidiaries are not eliminated because those entities would need to purchase electricity from another source if it were not provided by the Utilities and the revenue and profit on such sales is nominal.

Sales from Hamakua Energy, LLC (Hamakua Energy) to Hawaii Electric Light (a regulated affiliate), up until the close of its sale on March 10, 2025, are eliminated in consolidation (see “related-party transactions” in Note 4).

Note 4 · Electric utility segment

Regulatory assets and liabilities. The Utilities record regulatory assets and liabilities when they are deemed probable of recovery from or refund to customers. Determining probability requires significant judgment by management and includes considerations of regulatory orders, proposed regulatory treatment, strength of the applications and other available evidence. Regulatory assets represent deferred costs and accrued decoupling revenues which are expected to be recovered through rates over PUC-authorized periods. Generally, the Utilities do not earn a return on their regulatory assets; however, they have been allowed to recover interest on certain regulatory assets and to include certain regulatory assets in rate base. Regulatory liabilities represent amounts included in rates and collected from ratepayers for costs expected to be incurred in the future, or amounts collected in excess of costs incurred that are refundable to customers. For example, the regulatory liability for cost of removal in excess of salvage value represents amounts that have been collected from ratepayers for costs that are expected to be incurred in the future to retire a utility plant. Generally, the Utilities include regulatory liabilities in rate base or are required to apply interest to certain regulatory liabilities. In the table below, noted in parentheses are the original PUC authorized amortization or recovery periods and, if different, the remaining amortization or recovery periods as of December 31, 2025 are noted.

Regulatory assets were as follows:

December 3120252024
(in thousands)
Income taxes (8-34 years)$80,923$81,102
Maui windstorm and wildfire related costs (to be determined by the PUC)80,47852,652
Retirement of generating units (9 years)36,16840,953
Right-Of-Use (ROU) assets (25 years remaining)32,58619,105
ECRC/PPAC (1 year)20,67717,418
Vacation earned, but not yet taken (1 year)14,17413,950
Wildfire Mitigation Plan (WMP) (to be determined by the PUC)9,561—
Performance Incentive Mechanisms (PIMs) (1 year)8,8756,783
COVID-19 related costs (2 years)3,5976,715
Retirement benefit plans (balance primarily varies with plans’ funded statuses)2,35513,755
Decoupling revenue balancing account and RAM (1 year)—9,829
Other (1-34 years remaining)18,72119,057
Total regulatory assets$308,115$281,319
Included in:
Current assets$50,039$53,895
Long-term assets258,076227,424
Total regulatory assets$308,115$281,319

Regulatory liabilities were as follows:

December 3120252024
(in thousands)
Cost of removal in excess of salvage value (1-79 years)$611,729$601,741
Retirement benefit plans (balance primarily varies with plans’ funded statuses)444,271279,553
Income taxes (8-34 years)281,735292,036
Solar tax credits (1-16 years)43,81446,661
Decoupling revenue balancing account and RAM (1 year)29,3705,498
Enterprise Resource Planning (ERP) Benefits (to be determined by the PUC)11,63512,549
Restoration/remediation (to be determined)11,083—
ECRC/PPAC (1 year)4,6684,296
Other (1 year remaining)5,8391,749
Total regulatory liabilities$1,444,144$1,244,083
Included in:
Current liabilities$51,997$26,568
Long-term liabilities1,392,1471,217,515
Total regulatory liabilities$1,444,144$1,244,083

The regulatory asset and liability relating to retirement benefit plans was recorded as a result of pension and OPEB tracking mechanisms adopted by the PUC in rate case decisions for the Utilities in 2007 (see Note 11).

Regulatory assets for Maui windstorm and wildfires related costs. The PUC has issued orders authorizing deferred accounting treatment for certain incremental non-labor expenses related to the Maui windstorm and wildfires incurred from August 8, 2023 through December 31, 2025. The approval pertains only to deferred cost treatment for expenses that are not already part of base rates; any actual recovery of deferred costs will be the subject of a separate application(s).

As of December 31, 2025, the Utilities have recorded $80.5 million in regulatory assets for the incremental costs incurred related to the Maui windstorm and wildfires event.

Requests for cost recovery of deferred costs will be the subject of a separate application at which time the PUC will evaluate whether such costs were prudently incurred and determine the extent to which such costs will be eligible for recovery, and the period over which recovery will occur. If the PUC denies recovery of any deferred costs, such costs would be charged to expense in the period that those costs are no longer considered probable of recovery.

Regulatory asset related to retirement of generating units.

Honolulu generating units 8 and 9. On December 22, 2023, the PUC issued a decision and order (D&O) approving the Utilities’ request to establish a regulatory asset for the remaining net book value of the fossil fuel generating units for both Honolulu units 8 and 9 assets that retired on December 31, 2023, and amortize the regulatory asset over approximately nine years. The PUC also ruled that the Utilities may seek to include the regulatory asset in rate base and seek to recover the amortization expense and a return on the unamortized balance of the regulatory asset in the next rate case or rate re-setting proceeding. As of December 31, 2025, the Utilities have recorded $23.4 million in regulatory assets for the remaining net book value of Honolulu generating units 8 and 9.

Waiau generating units 3 and 4. On September 30, 2024, the PUC issued a D&O approving the Utilities’ request to establish a regulatory asset for the remaining net book value of the fossil fuel generating units for both Waiau units 3 and 4 assets that retired on December 31, 2024, and amortize the regulatory asset over approximately nine years. The PUC also ruled that the Utilities may seek to include the regulatory asset in rate base and seek to recover the amortization expense and a return on the unamortized balance of the regulatory asset in the next rate case or rate re-setting proceeding. As of December 31, 2025, the Utilities have recorded $12.7 million in regulatory assets for the remaining net book value of Waiau generating units 3 and 4.

Regulatory liabilities for Enterprise Resource Planning/Enterprise Asset Management (ERP/EAM). The ERP/EAM Implementation Project went live in October 2018. Hawaii Electric Light and Hawaiian Electric began to incorporate their portion of the deferred project costs in rate base and started the amortization over a 12-year period in January 2020 and November 2020, respectively. The PUC required a minimum of $246 million ERP/EAM project-related benefit to be delivered to customers over the system’s 12-year service life.

In February 2019, the PUC approved a methodology for passing the future cost saving benefits of the ERP/EAM system to customers developed by the Utilities in collaboration with the Consumer Advocate. The Utilities filed a benefits clarification document on June 10, 2019, reflecting $150 million in future net other operation and maintenance (O&M) expense reductions and cost avoidance, and $96 million in capital cost reductions and tax savings over the 12-year service life. To the extent the reduction in O&M expense relates to amounts reflected in electric rates, the Utilities would reduce future rates for such amounts. In October 2019, the PUC approved the Utilities and the Consumer Advocate’s Stipulated Performance Metrics and Tracking Mechanism. As part of the settlement agreement approved in the Hawaiian Electric 2020 test year rate case, the regulatory liability for Hawaiian Electric will be amortized over five years, beginning in November 2020, and the O&M benefits for Hawaiian Electric was considered flowed through to customers. On December 29, 2023, the PUC approved the Utilities’ proposal to accelerate flow-through of the ERP benefits savings currently tracked in regulatory liability accounts to Hawaii Electric Light and Maui Electric customers as part of the customer dividend in the ARA, to mitigate the impact of the Utilities’ recovery of the COVID-19 related costs on customers. See “Regulatory assets for COVID-19 related costs” section below.

As of December 31, 2025, the Utilities’ regulatory liability was $11.6 million (nil for Hawaiian Electric, $4.7 million for Hawaii Electric Light and $6.9 million for Maui Electric) for the O&M expense savings that are being amortized or to be included in future rates. At the PUC’s direction, the Utilities have been filing Annual Enterprise System Benefits (AESB) reports on the achieved benefits savings.

Regulatory assets for COVID-19 related costs. In a D&O issued on December 29, 2023, as clarified by an order issued on February 27, 2024, the PUC approved the Utilities’ recovery of the COVID-19 related deferred costs up to$8.7 million evenly over athree-year recovery period from June 1, 2024 and ending May 31, 2027 through the Z-factor in the ARA. As of December 31, 2025, the Utilities have $3.6 million remaining in regulatory assets for deferral of COVID-19 related costs.

Regulatory assets for suspension of disconnections related costs. Based on circumstances related to the Maui windstorm and wildfires, on August 31, 2023 and subsequently on October 13, 2023, the PUC issued orders directing all regulated utilities located on, or providing utility service on Maui, among other things, (i) to suspend disconnections of services and associated disconnection fees beginning from August 8, 2023, through the end of the emergency relief period established by the Governor’s Emergency Proclamations related to the Maui windstorm and wildfires, which currently continues through March 7, 2026 (Suspension Period); (ii) to suspend any and all rules and provisions of individual utility tariffs that prevent or condition re-connection of disconnected customers during the Suspension Period; (iii) not to charge customers interest on past due payments or impose any late payment fees through the Suspension Period; (iv) to establish regulatory assets to record costs directly related to the suspension of disconnections, and to record receipt of governmental aid and donation-based aid, loans or grants, and/or all other assistance measures, and any cost savings realized; and (v) to file a notice with the PUC regarding any upcoming application or other request pursuant to HRS Sections 269-16.3, -17, -17.5, -18, -19, or -19.5 and/or regarding any significant financial change to the Maui utility, at least 60 days prior to filing such application or other request with the PUC. The orders also discourage the filing of emergency or general rate increases in response to the emergency situation. On December 23, 2025, the PUC revised the notice of financial change reporting requirement (item v above) to apply only to the Utilities.

In future proceedings, the PUC will assess the utility’s request for recovery of these regulatory assets including whether it is reasonable and necessary, the appropriate period of recovery for the approved amount of regulatory assets, any amount of carrying costs thereon, any savings directly attributable to suspension of disconnects, and other related matters. As of December 31, 2025, the Utilities have recorded $5.4 million in regulatory assets for the incremental costs incurred due to the suspension of disconnections.

Regulatory assets for Wildfire Mitigation Plan (WMP). On December 31, 2025, the PUC approved the Utilities’ 2025-2027 WMP (also referred to as the Utilities’ 2025-2027 Wildfire Safety Strategy or 2025-2027 WSS). The Utilities’ 2025-2027 WMP is a three-year action plan that targets a 70% reduction wildfire risk associated with utility infrastructure. The approval of the 2025-2027 WMP, however, does not constitute approval of cost recovery for any WMP-related costs. The Utilities’ request for cost recovery is currently under review by the PUC in a separate proceeding. On January 14, 2026, the PUC issued an order authorizing deferred accounting treatment for the Utilities’ O&M expenses incurred between June and December 2025 (2025 O&M expenses) to implement their WMP. Accordingly, the Utilities established a regulatory asset account, and as of December 31, 2025, the Utilities have recorded $9.6 million in regulatory assets for the deferral of the 2025 O&M expenses to implement the WMP. Recovery of the Utilities’ 2025 O&M expenses are currently under PUC review in the EPRM cost recovery proceeding.

Regulatory liability restoration/remediation. The Utilities have received insurance proceeds related to damaged utility properties and environmental remediation. As the proceeds represent the obligations to use the current collections of insurance proceeds for future costs, the Utilities classify such obligations as regulatory liability. As of December 31, 2025, the Utilities have recorded a regulatory liability of $11.1 million.

Major customers. The Utilities received 11% ($344 million),11% ($369 million) and 12% ($376 million) of their operating revenues from the sale of electricity to various federal government agencies in 2025, 2024 and 2023, respectively.

Cumulative preferred stock redemption. On October 15, 2025, the Utilities redeemed all of their issued and outstanding cumulative preferred stock for a total of $35.3 million. The cumulative preferred stock of each series was redeemed with its respective premiums, if applicable. Dividends on the cumulative preferred stock ceased to accrue on October 15, 2025. Upon redemption, all rights of the preferred stock holders ceased to exist, except for the right to payment of the redemption price. The loss on redemption of cumulative preferred stock was $1.8 million.

October 15, 2025Voluntaryliquidation priceRedemptionprice
Series
C, D, E, H, J and K (Hawaiian Electric)$20$21
I (Hawaiian Electric)2020
G (Hawaii Electric Light)100100
H (Maui Electric)100100

Related-party transactions. HEI charged the Utilities $6.2 million, $5.5 million and $5.2 million for general management and administrative services in 2025, 2024 and 2023, respectively. The amounts charged by HEI to its subsidiaries for services provided by HEI employees are allocated primarily on the basis of time expended in providing such services.

In 2025, 2024 and 2023, Hamakua Energy (an indirect subsidiary of HEI) sold energy and capacity to Hawaii Electric Light (subsidiary of Hawaiian Electric and indirect subsidiary of HEI) under a power purchase agreement (PPA) in the amount of $7 million, $35 million and $71 million, respectively. On March 10, 2025, the sale of Hamakua Energy was closed and Hamakua Energy is no longer owned by Pacific Current.

Hawaiian Electric’s short-term borrowings from HEI totalednil at December 31, 2025 and 2024. Borrowings among the Utilities are eliminated in consolidation. Interest charged by HEI to Hawaiian Electric wasnil for the years ended December 31, 2025 and 2024.

Consolidated variable interest entities. The HE AR INTER LLC and its direct subsidiary, HE AR BRWR LLC, (collectively, the Special Purpose Entities or SPEs) are bankruptcy remote, direct and indirect wholly owned subsidiaries of the Utilities. Pursuant to the asset-based lending facility (ABL Facility) credit agreement, the Utilities sell certain accounts receivable to the SPEs as collateral, which in turn, obtain financing from financial institutions. As of December 31, 2025, the ABL Facility remains undrawn and the SPEs have $317.8 million of net accounts receivable, included in “Customer accounts receivable, net,” and “Accrued unbilled revenues, net,” on the Utilities’ Consolidated Balance Sheets and “Accounts receivable and unbilled revenues, net,” on the Company’s Consolidated Balance Sheets.

The SPEs are considered VIEs due to insufficient equity investment at risk. The most significant activities that impact the economic performance of the SPEs are cash and financing management. The Utilities are considered the primary beneficiary as the Utilities direct the activities related to cash and financing management and therefore, are required to consolidate the SPEs. Although the SPEs are direct and indirect wholly owned consolidated subsidiaries of the Utilities, the SPEs are legally separate from the Utilities. The assets of the SPEs (which are primarily accounts receivables) are not available to creditors of the Utilities.

Unconsolidated variable interest entities.

Power purchase agreements. As of December 31, 2025, the Utilities hadfour power purchase agreements (PPAs) for firm capacity and other PPAs with independent power producers (IPPs) and Schedule Q providers (i.e., customers with cogeneration and/or power production facilities who buy power from or sell power to the Utilities), none of which are currently required to be consolidated as VIEs.

Pursuant to the current accounting standards for VIEs, the Utilities are deemed to have a variable interest in Kalaeloa Partners, L.P. (Kalaeloa) and Hamakua Energy by reason of the provisions of the PPA that the Utilities have with thetwo IPPs. However, management has concluded that the Utilities are not the primary beneficiary of Kalaeloa and Hamakua Energy because the Utilities do not have the power to direct the activities that most significantly impact thetwo IPPs’ economic performance nor the obligation to absorb their expected losses, if any, that could potentially be significant to the IPPs. Thus, the Utilities have not consolidated Kalaeloa and Hamakua Energy in their consolidated financial statements. On March 10, 2025, the sale of Hamakua Energy was closed and Hamakua Energy is no longer owned by Pacific Current. Hamakua Energy was an indirect subsidiary of Pacific Current and was included in HEI’s consolidated financial statements up until sale date.

For the other PPAs with IPPs, the Utilities have concluded that the consolidation of the IPPs was not required because either the Utilities do not have variable interests in the IPPs due to the absence of an obligation in the PPAs for the Utilities to absorb any variability of the IPPs, or the IPP was considered a “governmental organization,” and thus excluded from the scope of accounting standards for VIEs. The consolidation of any significant IPP could have a material effect on the consolidated financial statements, including the recognition of a significant amount of assets and liabilities and, if such a consolidated IPP were operating at a loss and had insufficient equity, the potential recognition of such losses. If the Utilities determine they are required to consolidate the financial statements of such an IPP and the consolidation has a material effect, the Utilities would retrospectively apply accounting standards for VIEs to the IPP.

GLST1. Effective March 31, 2025, HEI assigned 60% of the membership interests of GLST1 to Hawaiian Electric. The Utilities are deemed to have a variable interest in GLST1 but concluded that the Utilities are not the primary beneficiary of GLST1. As the Utilities have the ability to exercise significant influence over GLST1, the Utilities accounted for the membership interests under the equity method of accounting. As of December 31, 2025, the assigned equity interests total $287.3 million, which is reported on “Investment in unconsolidated affiliate” on the Utilities’ Consolidated Balance Sheets.

Commitments and contingencies.

Contingencies. The Utilities are subject in the normal course of business to legal, regulatory and environmental proceedings. Excluding the potential liabilities from the Maui windstorm and wildfires, management does not anticipate that the aggregate ultimate liability arising out of these pending or threatened legal proceedings will be material to its financial position. However, the Utilities cannot rule out the possibility that such outcomes could have a material effect on the results of operations or liquidity for a particular reporting period in the future. The Utilities record loss contingencies when the outcome of such proceedings is probable and when the amount of the loss is reasonably estimable. The Utilities also evaluate, on a continuous basis, whether developments in such proceedings could cause these assessments or estimates to change. Assessment regarding future events is required when evaluating whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable. Management is often unable to estimate a reasonably possible loss, or a range of loss, particularly in cases in which: (i) the damages sought are indeterminate or the basis for the damages claimed is not clear; (ii) proceedings are in early stages; (iii) discovery is not complete; (iv) the matters involve novel or unsettled legal theories; (v) significant facts are in dispute; (vi) a large number of parties are represented (including circumstances in which it is uncertain how liability, if any, would be shared among multiple defendants); (vii) a lower court or administrative agency’s decision or ruling has been appealed; and/or (viii) a wide range of potential outcomes exist. In such cases, there may be considerable uncertainty regarding the timing or ultimate resolution, including any possible loss, fine, penalty, or business impact.

August 2023 Maui windstorm and wildfires. See Note 2.

Hu Honua Bioenergy, LLC (Hu Honua). In May 2012, Hawaii Electric Light signed a PPA, which the PUC approved in December 2013, with Hu Honua for 21.5 MW of renewable, dispatchable firm capacity fueled by locally grown biomass from a facility on the island of Hawaii, scheduled to be in service in 2016. However, Hu Honua encountered construction and litigation delays, which resulted in the termination of the original PPA. Following the termination, Hu Honua filed a lawsuit in the U.S. District Court for the District of Hawaii. The parties reached a settlement that was conditioned on the PUC’s timely, non-appealable final approval of an amended and restated PPA dated May 9, 2017. On May 23, 2022, following a contested case hearing, the PUC issued a decision and order (D&O) denying the amended and restated PPA, which was affirmed by the Hawaii Supreme Court on March 13, 2023. On November 16, 2023, Hu Honua filed its Motion for Leave to File Third Amended and Supplemental Complaint and for Permissive Joinder with the U.S. District Court for the District of Hawaii, asking the court to grant it leave to file a Third Amended and Supplemental Complaint, which would amend its claims and addthree new proposed defendants. The court issued a D&O on the motion on April 2, 2024, which was consistent with Hawaii Electric Light's position, only allowing amendments that were agreed to and not allowing Hu Honua to add new claims or parties, effectively leaving Hu Honua with its previously-pled breach of contract and antitrust claims. Hu Honua filed its objection to the order on April 16, 2024 and the Hawaiian Electric defendants filed their response to the objection on April 30, 2024. On September 12, 2024, the court issued its decision affirming the April 2, 2024 order. Hu Honua filed its Third Amended and Supplemental Complaint on October 25, 2024, and after discussion with the Hawaiian Electric defendants and the court, filed its Amended Third Amended and Supplemental Complaint on December 3, 2024. The Hawaiian Electric defendants filed their Motion to Compel Arbitration on the contract claims and Motion to Dismiss the antitrust claims on January 7, 2025, and the matter was heard by the U.S. District Court on March 31, 2025. On April 17, 2025, the U.S. District Court granted Hawaii Electric Light’s Motion to Dismiss in part, dismissing the Federal Antitrust claims, but declining to exercise jurisdiction over the State antitrust claim. With the U.S. District Court declining to exercise jurisdiction over the remaining State claims, the Motion to Compel Arbitration on the contract claims was denied as moot. The remaining State claims, including the contract claims and the State antitrust claim, were dismissed without prejudice.

On December 24, 2024, Hawaii Electric Light received correspondence from Hu Honua, stating that Hu Honua sought to sell energy and capacity as a Qualifying Facility under Hawaii’s implementation of The Public Utility Regulatory Policies Act. On March 18, 2025, Hawaii Electric Light and Hu Honua informed the PUC that negotiations regarding this potential arrangement were ongoing with the intention to reach agreement on material terms and requested an extension of time to complete negotiations and for Hawaii Electric Light to submit a petition for hearing under the Hawaii Administrative Rules. On June 3, 2025, Hawaii Electric Light and Hu Honua provided an update to the PUC stating that substantial progress had been made and an agreement in principle had been reached on major terms. The update informed the PUC that the parties would continue negotiations with the intent to submit an application for approval of a PPA upon completion of such efforts.

On May 14, 2025, Hu Honua filed its notice of appeal in federal Ninth Circuit court. Due to the ongoing negotiations between Hu Honua and Hawaii Electric Light, the briefing schedule has been vacated. On November 10, 2025, Hu Honua provided a status report to the Ninth Circuit court, informing the court that the parties are making progress toward a final PPA and asking that the administrative closure remain in place for an additionalsix months. On November 13, 2025, the Ninth Circuit court extended the administrative closure until February 13, 2026, and asked for another status report by that date. The court noted that at any time before that date, any party may request that the appeal be reopened.

On May 16, 2025, Hu Honua filed its complaint in state court for the remaining State claims. Hu Honua has granted Hawaii Electric Light an open-ended extension to answer or otherwise respond to the State complaint while negotiations are ongoing. The State court ordered a scheduling conference for August 12, 2025, which was subsequently postponed to July 7, 2026, to allow the parties to continue ongoing settlement discussions.

Molokai New Energy Partners (MNEP). In July 2018, the PUC approved Maui Electric’s PPA with MNEP to purchase solar energy from a photovoltaic (PV) plus battery storage project. The 4.88 MW PV and 3 MW Battery Energy Storage System (BESS) project was to deliver no more than 2.64 MW at any time to the Molokai system. On March 25, 2020, MNEP filed a complaint in the U.S. District Court for the District of Hawaii against Maui Electric claiming breach of contract. On June 3, 2020, Maui Electric provided a Notice of Default and Termination of the PPA to MNEP terminating the PPA with an effective date of July 10, 2020. Thereafter, MNEP filed an amended complaint to include claims relating to the termination and Hawaiian Electric filed its answer to the amended complaint on September 11, 2020, disputing the facts presented by MNEP and all claims within the original and amended complaint. Currently, the discovery phase is ongoing. Trial was initially set to commence on September 16, 2025, was continued to February 18, 2026 and is now set to begin November 13, 2026.

Environmental regulation. The Utilities are subject to environmental laws and regulations that regulate the operation of existing facilities, the construction and operation of new facilities and the proper cleanup and disposal of hazardous waste and toxic substances.

Hawaiian Electric, Hawaii Electric Light and Maui Electric, like other utilities, periodically encounter petroleum or other chemical releases associated with current or previous operations. The Utilities report and take action on these releases when and as required by applicable law and regulations. The Utilities believe the costs of responding to such releases identified to date will not have a material effect, individually or in the aggregate, on Hawaiian Electric’s consolidated results of operations, financial condition or liquidity.

Former Molokai Electric Company generation site. In 1989, Maui Electric acquired Molokai Electric Company. Molokai Electric Company had sold its former generation site (Site) in 1983 but continued to operate at the Site under a lease until 1985 and left the property in 1987. The Environmental Protection Agency (EPA) has since identified environmental impacts in the subsurface soil at the Site. In cooperation with the State of Hawaii Department of Health and EPA, Maui Electric further investigated the Site and the adjacent parcel to determine the extent of impacts of polychlorinated biphenyls (PCBs), residual fuel oils and other subsurface contaminants. Maui Electric has a reserve balance of $2.4 million as of December 31, 2025, representing the probable and reasonably estimable undiscounted cost for remediation of the Site and the adjacent parcel based on presently available information; however, final costs of remediation will depend on the cleanup approach implemented.

Pearl Harbor sediment study. In July 2014, the U.S. Navy notified Hawaiian Electric of the Navy’s determination that Hawaiian Electric is a Potentially Responsible Party under CERCLA responsible for the costs of investigation and cleanup of PCB contamination in sediment in the area offshore of the Waiau Power Plant as part of the Pearl Harbor Superfund Site. Hawaiian Electric was also required by the EPA to assess potential sources and extent of PCB contamination onshore at Waiau Power Plant.

As of December 31, 2025, thereserve account balance recorded by Hawaiian Electric to address the PCB contamination was $9.7 million. The reserve balance represents the probable and reasonably estimable undiscounted cost for the onshore and offshore investigation and remediation. The final remediation costs will depend on the actual onshore and offshore cleanup costs.

Endangered Species Act. The Utilities received a notice under the federal Endangered Species Act, from Earthjustice on behalf of the American Bird Conservancy and Conservation Council for Hawaii (Conservation Groups) in January 2024. The notice is the pre-cursor to a citizen’s suit under the Endangered Species Act. The notice alleges that the Utilities are out of compliance with the Act due to alleged impacts on endangered seabirds caused by the Utilities’ powerlines, street lights and facility lights on Maui and Lanai. At the time the notice was served, the Utilities were already in the process of drafting a

Habitat Conservation Plan (HCP) with respect to the powerlines and will be applying for associated state and federal take/license permits. Notwithstanding, the notice asserts that the scope of the HCP should be broader and additional interim measures are necessary while the HCP and related permits are pending.

After negotiations among the parties a complaint was filed on November 12, 2024, regarding the powerlines and on December 11, 2024, the court approved a settlement agreement. Pursuant to that agreement the Utilities will continue the HCP process and take specific actions to minimize and mitigate the potential impact of the Utilities’ powerlines while the document is being prepared. The agreement also contains additional requirements that include coordination with the Conservation Groups with various aspects of the HCP and powerline operations, and continuing the Utilities’ commitment to a species mitigation project with University of Hawaii Foundation to monitor, protect and increase the population of Hawaiian Petrels.

The street and facility lights aspect of the notice was not resolved and a second complaint was filed on November 19, 2024, that includes the County of Maui as a party. Hawaiian Electric and Maui Electric answered the complaint on December 12, 2024 and at this time, the parties are engaging in discovery and settlement discussions to try and resolve the matter. On July 3, 2025, an interim agreement was executed by the parties with respect to foregoing the need for injunctive relief in 2025. However, the Utilities are unable to determine the ultimate outcome or the amount of any possible loss. A trial is set for April 20, 2026.

Commitments.

Purchase commitments. As of December 31, 2025, the Utilities’ estimated future minimum payments pursuant to purchase obligations related to material contracts for the following five years and thereafter are as follows:

Payments Due
(in millions)20262027202820292030ThereafterTotal
Firm capacity PPAs$75$75$70$70$70$156$516
Renewable dispatchable generation plus energy storage and energy storage PPAs1011021011011011,5182,024
Other renewable PPA144446582
Fuel transportation72————9
Total$184$183$175$175$175$1,739$2,631

Firm capacity PPAs. The Utilities are committed to purchase from four firm capacity PPAs for a total of 368.7 megawatts (MW) of firm capacity, which expire at various dates through 2033.

Renewable dispatchable generation plug energy storage and energy storage PPAs. The Utilities also have long-term renewable PPAs with IPPs from the issuances of Stage 1 and 2 renewable projects. The Utilities have additional annual payments of $25 million whentwo projects began commercial operations in 2025. As of December 31, 2025, a total ofnine projects provides the Utilities capacity of 301.5 MW, with 1,771 MWh batteries. The contracts expire at various dates through 2050.

Other renewable PPA. The Utilities also have a long-term renewable PPA that provides the Utilities capacity of 10.56 MW, which expires in 2046.

Fuel transportation lease contract. The Utilities entered into an inter-island fuel transportation contract, expiring in 2027.

Purchased power expense and recovery. The PUC has approved PPACs for the Utilities to recover purchased power capacity, operation and maintenance (O&M) and other non-energy costs related to all aforementioned PPAs. In addition, the Utilities are able to recover fuel component of the energy charges for firm capacity PPAs as well as costs associated to fuel transportation through ECRC.

In general, the Utilities base their payments under the PPAs upon available capacity and actual energy supplied and they are generally not required to make payments for capacity if the contracted capacity is not available, and payments are reduced, under certain conditions, if available capacity drops below contracted levels. In general, the payment rates for capacity have been predetermined for the terms of the agreements. The Utilities do not operate, or participate in the operation of, any of the facilities that provide power under the agreements. Title to the facilities does not pass to Hawaiian Electric or its subsidiaries upon expiration of the agreements, and the agreements do not contain bargain purchase options for the facilities.

Purchases from all IPPs were as follows:

Years ended December 31202520242023
(in millions)
Kalaeloa$274$291$298
HPOWER717470
Hamakua Energy373571
Puna Geothermal Venture415638
Kapolei Energy Storage2424—
Wind IPPs116130125
Solar IPPs1108472
Other IPPs159(2)
Total IPPs$678$703$672

1 Includes hydro power and other PPAs.

Utility projects. Many public utility projects require PUC approval and various permits from other governmental agencies. Difficulties in obtaining, or the inability to obtain, the necessary approvals or permits or community support can result in significantly increased project costs or even cancellation of projects. In the event a project does not proceed, or if it becomes probable the PUC will disallow cost recovery for all or part of a project, or if PUC-imposed caps on project costs are expected to be exceeded, project costs may need to be written off in amounts that could result in significant reductions in Hawaiian Electric’s consolidated net income.

Waena Battery Energy Storage System Project. In September 2020, Maui Electric filed a PUC application to purchase and install a 40 MW BESS at its Waena Site in Central Maui. In December 2023, the PUC approved Maui Electric’s request to commit funds estimated at $82.1 million, for the purchase and installation of the project, and to recover costs for the project under Exceptional Project Recovery Mechanism. Project costs incurred as of December 31, 2025 amount to $20.0 million. In July 2025, the PUC approved the Utilities’ request to authorize recovery of costs in addition to the amounts approved in December 2023 due to the uncertainty of changes in law, limited to the lesser of either the actual costs or 20% over the approved estimated capital costs.

Climate Adaptation Transmission and Distribution Resilience Program. The Utilities maintain that improving resiliency of the electric grid is an urgent matter and recognizes that evolving climate dynamics are making Hawaii increasingly vulnerable to severe weather events. On January 31, 2024, the PUC approved the Utilities’ request to commit an estimated $189.7 million in funds for the Climate Adaptation Transmission and Distribution Resilience Program, over a project period offive years. The project will focus on, among other things, system hardening in wildfire risk areas including installing video camera and weather monitors in wildfire risk areas and strengthening transmission lines to help prevent ignition enable quicker response and to add situational awareness.

The project costs to be recovered through Exceptional Project Recovery Mechanism is subject to a cap of $95 million and any amount in excess will be subject to the PUC’s further review. On August 7, 2024, the Utilities received a notification from the U.S. Department of Energy that their application for $95 million in federal funds under the Infrastructure Investment and Jobs Act (IIJA) was officially awarded. On August 20, 2024, the Utilities submitted a copy of their executed agreement with the Department of Energy to the PUC. On November 18, 2024, the Utilities filed their August 2024 - August 2025 Forward Looking Annual Report. Project costs incurred as of December 31, 2025 amount to $36.3 million.

In 2025, President Trump has issued multiple executive orders that impact federal funding. The Utilities continue to monitor for any new executive orders and any changes that are passed down through the federal contracting officer for the Resilience Program.

Asset retirement obligations. Asset retirement obligations (AROs) represent legal obligations associated with the retirement of certain tangible long-lived assets, are measured as the present value of the projected costs for the future retirement of specific assets and are recognized in the period in which the liability is incurred if a reasonable estimate of fair value can be made. The Utilities’ recognition of AROs haveno impact on their earnings. The cost of the AROs is recovered over the life of the asset through depreciation. AROs recognized by the Utilities relate to legal obligations associated with the retirement of plant and equipment, including removal of asbestos and other hazardous materials.

The Utilities recorded AROs related to: 1) the removal of retired generating units, certain types of transformers and underground storage tanks; 2) the abandonment of fuel pipelines, underground injection and supply wells; and 3) the removal of equipment and restoration of leased land used in connection with Utility-owned renewable and dispatchable generation facilities.

Changes to the ARO liability included in “Other liabilities” on Hawaiian Electric’s balance sheet were as follows:

(in thousands)20252024
Balance, January 1$12,492$12,009
Accretion expense506484
Liabilities incurred——
Liabilities settled(3)(1)
Balance, December 31$12,995$12,492

The Utilities have not recorded AROs for assets that are expected to operate indefinitely or where the Utilities cannot estimate a settlement date (or range of potential settlement dates). As such, ARO liabilities are not recorded for certain asset retirement activities, including various Utilities-owned generating facilities and certain electric transmission, distribution and telecommunications assets resulting from easements over property not owned by the Utilities.

Regulatory proceedings.

Decoupling. Decoupling is a regulatory model that is intended to provide the Utilities with financial stability and facilitate meeting the State of Hawaii’s goals to transition to a clean energy economy and achieve an aggressive renewable portfolio standard. Decoupling delinks the utility’s revenues from the utility’s sales, removing the disincentive to promote energy efficiency and accept more renewable energy. Decoupling continues under the PBR Framework.

Performance-based regulation framework. On December 23, 2020, the PUC issued a decision and order (PBR D&O) establishing the PBR Framework to govern the Utilities. The PBR Framework incorporates an annual revenue adjustment (ARA) and a suite of new regulatory mechanisms in addition to previously established regulatory mechanisms. Under the PBR Framework, the decoupling mechanism (i.e., the Revenue Balancing Account (RBA)) established by the previous regulatory framework will continue. The existing cost recovery mechanisms continue as previously implemented (e.g., the Energy Cost Recovery Clause (ECRC), Purchased Power Adjustment Clause (PPAC), Demand-Side Management surcharge, Renewable Energy Infrastructure Program, Demand Response Adjustment Clause, Pension and Other Post-Employment Benefits (OPEB) tracking mechanisms). In addition to annual revenues provided by the ARA, the Utilities may seek relief for extraordinary projects or programs through the Exceptional Project Recovery Mechanism (EPRM) (formerly known as the Major Project Interim Recovery adjustment mechanism) and earn financial rewards for exemplary performance as provided through a portfolio of Performance Incentive Mechanisms (PIMs) and Shared Savings Mechanisms (SSMs). The PBR Framework incorporates a variety of additional performance mechanisms, including Scorecards, Reported Metrics, and an expedited Pilot Process. The PBR Framework also contains a number of safeguards, including a symmetric Earnings Sharing Mechanism (ESM) which protects the Utilities and customers from excessive earnings or losses, as measured by the Utilities’ achieved rate-making return on average common equity (ROACE) and a Re-Opener mechanism, under which the PUC will open an examination, at its discretion, to determine if adjustments or modifications to specific PBR mechanisms are appropriate. The PBR Framework became fully effective on June 1, 2021. Changes to the existing PIMs and SSMs have been made as separate requests and are discussed further below.

On June 19, 2024, and July 30, 2024, the PUC issued orders providing guidance regarding the comprehensive evaluation of the PBR Framework (PBR Framework Review). The PBR Framework implemented afive-year multi-year rate period (MRP), during which there will be no general rate case applications. The current MRP will end on May 31, 2026, and the next MRP (MRP2) will commence on January 1, 2027. The period in between these dates will be used to address implementation details that may arise ahead of MRP2. The PBR Framework Review, currently regarded as the remaining phases will proceed as follows: (i) Phase 5: the evaluation of the current PBR Framework, (ii) Phase 6: the examination of proposal for modifications to the PBR Framework, and (iii) Phase 7: the implementation of modifications prior to MRP2 commencement. PBR working group meetings were held in 2024 which discussed issues and considerations regarding re-basing target revenues for MRP2.

On November 8, 2024, the PUC issued an order establishing a briefing schedule for determining whether to re-base target revenues. On December 5, 2024, the parties timely submitted their respective briefs addressing the issues of whether and how to re-base target revenues.

In its order issued on February 27, 2025, the PUC concluded that Utilities’ target revenues should be re-based for MRP2 and allowed the Utilities to file a single, consolidated application that presents their requested adjustment to target revenues. The proceeding to re-base the Utilities’ target revenues for MRP2 shall be bifurcated into two tracks, with the first track focused on reaching a decision on the Utilities’ revenue requirements prior to the commencement of MRP2 and the second track focused on making a final determination on the revenue requirement and addressing the rate design component.

On April 4, 2025, the PUC established a briefing schedule for the parties to present their positions regarding their evaluation of the PBR Framework. Timely opening and reply briefs were filed by the parties on May 5, 2025 and on May 19, 2025, respectively. On August 13, 2025, the PUC issued an order concluding Phase 5, identifying which specific PBR mechanisms would be prioritized for examination in Phase 6, and provided a tentative schedule framework for Phase 6. The PUC stated that it intends to focus Phase 6 on examining modifications to the inflation factor, customer dividend, ESM, revenue opportunities afforded by the X-Factor and EPRM guidelines, and PIMs portfolio.

On August 28, 2025, the Utilities filed a request to extend the time to file a rate case in order to allow collaboration among the PBR working group parties on an alternative rate re-basing proposal that could eliminate the need for a general rate case application and process. Confirmation was also sought that if a non-rate case re-basing proposal is explored but does not result in a proposal supported by the Utilities, they could file a rate case in the second half of 2026 utilizing a 2027 test year. On September 29, 2025, the PUC granted the Utilities’ request, subject to conditions: including (i) the Utilities are not expected to file their re-basing application by year-end 2025, as originally scheduled, (ii) the Utilities shall collaborate with the parties to attempt to develop an alternative proposal for submission to the PUC no later than January 7, 2026, (iii) if any party opposes or does not agree with any submitted alternative proposal, they shall file a statement describing their opposition and the reasons by January 14, 2026, (iv) if the parties are unsuccessful at developing an alternative proposal or if the PUC ultimately rejects any submitted alternative proposal, the Utilities shall file their re-basing application in the second half of 2026, using a 2027 test year and (v) depending on outcome, the PUC may defer the start of MRP2 beyond January 2027.

On December 8, 2025, the Utilities, together with support from certain PBR parties, filed a request to extend the time to submit the alternative rate re-basing proposal by 30 days to February 6, 2026, with a corresponding extension to February 13, 2026, for statements from any party who opposes or does not agree with any submitted alternative proposal describing their opposition and the reasons. On December 16, 2025, the PUC granted the Utilities’ request to extend the deadline for the submission of an alternative re-basing proposal from January 7, 2026 to February 6, 2026 and affirmed (i) that any proposal submitted by this deadline must comport with the PUC’s prior guidance, (ii) if the parties are unsuccessful at developing an alternative proposal for the PUC’s review or if the PUC ultimately rejects any submitted alternative proposal, the Utilities shall resume work on their re-basing application utilizing a 2027 test year and file the re-basing application in the second half of 2026. The PUC correspondingly modified the deadline for parties to submit a statement of opposition to any alternative proposal from January 14, 2026 to February 13, 2026.

On January 28, 2026, the Utilities requested a final extension to file the alternative PBR re-basing proposal on May 7, 2026 to allow for additional time for the working group parties to develop PIMs and other PBR framework modifications. On February 12, 2026, the Utilities filed a written update with the PUC, which explained that the additional time requested will allow the parties to explore re-basing and consideration of other PBR Framework modifications in a more synchronized manner, streamline Phase 6 and potentially save time and resources for both the PUC and parties. On February 24, 2026, the PUC granted in part the Utilities’ extension request, extending the deadline to submit an alternative re-basing proposal to March 6, 2026, to allow the PUC to promptly proceed with its review of the re-basing proposal. The PUC also extended the deadline for parties to submit any opposition to the alternative re-basing proposal to March 13, 2026. The PUC confirmed that it will resume Phase 6 following resolution of the alternative re-basing proposal.

Annual revenue adjustment mechanism. The PBR Framework established afive-year MRP during which there will be no general rate cases. Target revenues are adjusted according to an index-driven ARA based on (i) an inflation factor, (ii) a predetermined X-factor to encompass productivity, which is set at zero, (iii) a Z-factor to account for exceptional circumstances not in the Utilities’ control and (iv) a customer dividend consisting of a negative adjustment of 0.22% of adjusted revenue requirements compounded annually and a flow through of the “pre-PBR” savings commitment from the management audit recommendations developed in a prior docket at a rate of $6.6 million per year from 2021 to 2025. The ARA mechanism replaced the previous revenue adjustment mechanism (RAM). RAM revenue adjustments approved by the PUC in 2020 continue to be included in the RBA provision’s target revenue and RBA rate adjustment to the extent such adjustments are not included in base rate unless modified with PUC approval.

Earnings sharing mechanism. The PBR Framework established a symmetrical ESM for achieved rate-making ROACE outside of a 300 basis points deadband above or below the current authorized ROACE of 9.5% for each of the Utilities (i.e., above 12.5% or below 6.5%). There is a 50/50 sharing between customers and Utilities for the achieved rate-making ROACE falling within 150 basis points outside of the deadband in either direction, and a 90/10 sharing for any further difference. A reopening or review of the PBR terms may be triggered if the Utilities credit rating outlook indicates a potential credit downgrade below investment grade status, or if its achieved rate-making ROACE enters the outer most tier of the ESM.

On August 31, 2023, the PUC issued an order temporarily suspending the ESM until further notice. The intent of the order is to address the unintended consequence of customers potentially bearing the costs associated with the Maui windstorm and wildfires through the operation of the ESM without prior PUC review.

Exceptional project recovery mechanism. Prior to the implementation of the PBR Framework, the PUC established the Major Project Interim Recovery (MPIR) adjustment mechanism and MPIR Guidelines. The MPIR mechanism provides the opportunity to recover revenues for net costs of approved eligible projects placed in service between general rate cases. In establishing the PBR Framework, the MPIR Guidelines were terminated and replaced with the EPRM Guidelines. Although the

MPIR Guidelines were terminated and replaced by the EPRM Guidelines, the MPIR mechanism continues within the PBR Framework to provide recovery of project costs previously approved for recovery under the MPIR. The established EPRM Guidelines permit the Utilities to include the full amount of approved costs in the EPRM for recovery in the first year the project goes into service, pro-rated for the portion of the year the project is in service. Deferred and other operation and maintenance (O&M) expense projects are also eligible for EPRM recovery under the EPRM Guidelines. EPRM recoverable costs are limited to the lesser of actual incurred project costs or the PUC-approved amounts, net of savings.

As of December 31, 2025, the Utilities annualized MPIR and EPRM revenue amounts totaled $35.7 million, including revenue taxes, for the Schofield Generating Station ($15.6 million), West Loch PV project ($3.1 million), Grid Modernization Strategy Phase 1 project ($14.1 million), Waiawa UFLS project ($0.1 million), Waena Switchyard/Synchronous project ($2.5 million) and Resilience project ($0.3 million) that included the return on project amount (based on approved amounts) in rate base, depreciation and/or incremental O&M expenses. The PUC approved the Utilities’ recovery of the annualized 2025 MPIR and EPRM revenues effective June 1, 2025 through the RBA rate adjustment.

As of December 31, 2025, the PUC approved the recovery offour EPRM projects in the amount of $227.5 million to the extent the project costs are not included in rates. Currently, the Utilities are seeking EPRM recovery forthree additional projects subject to PUC approval.

Pilot process. As part of the PBR Framework, the PUC approved a pilot process to foster innovation by establishing an expedited implementation process for pilots that tests new technologies, programs, business models, and other arrangements (Pilot Process). Under the Pilot Process, the Utilities submit specific pilot proposals (i.e., pilot notices) that are within the scope of the approved Workplan to the PUC for their expedited review. The PUC will strive to issue an order addressing a proposed pilot within 45 days of the filing date of a pilot notice. If the PUC does not take affirmative action on a pilot notice by the end of the 45-day period, the pilot notice will be considered approved as submitted. The PUC may modify the pilot as originally proposed, and the Utilities will have 15 days to notify the PUC whether the Utilities accept the modification, propose further modification, or withdraw the pilot notice. The PUC may also, where necessary, suspend the pilot notice for further investigation.

The approved Pilot Process includes a cost recovery process that generally allows the Utilities to defer and recover total annual expenditures of approved pilot projects net of revenues, subject to an annual cap of $10 million, over 12 months beginning June 1 of the year following pilot implementation through the RBA rate adjustment, although the PUC may determine on a case-by-case basis that a particular project’s deferred costs should be amortized over a period greater than 12 months.

On March 24, 2025, the Utilities filed their annual Pilot Update report covering pilot projects that were active during 2024, including reporting on pilot projects that were initiated prior to the commencement of the Pilot Process. The pilot project costs including revenue taxes for the Utilities total approximately $1.3 million, $2.1 million and $3.0 million in 2025, 2024 and 2023, respectively. The 2025 pilot project costs will be included in the Utilities’ proposed adjustments to target revenue, which will be reflected in the 2026 spring revenue report filling.

On October 6, 2025, the PUC issued a decision approving the Utilities’ Wildfire Enhanced Fast Trip Reliability Mitigation Pilot, subject to certain reporting conditions. The purpose of the pilot is to test the ability of novel equipment and protection schemes to mitigate the negative reliability impacts caused by the implementation of Enhanced Fast Trip, while preserving the effectiveness of Enhanced Fast Trip in reducing wildfire ignition risk. The pilot commenced at the end of October 2025 with a planned duration of approximately 17 months.

Performance incentive mechanisms. The following PIMs and SSMs were approved by the PUC and are applicable to the 2024 and 2025 evaluation periods. PIMs and SSMs are determined at the end of their respective evaluation periods. Unless otherwise specified, the evaluation period is the 12‑month calendar year period ending December 31 over which measured performance is determined.

Performance Incentive Mechanisms · Maximum rewards/penalties $ · 2025 rewards (penalties) accrued · 2024 rewards (penalties) earned · 2023 rewards (penalties) earned
(in millions)
Transmission and Distribution-caused SAIDI/SAIFI PIMsMaximum penalties of $3.6 million for 2024/2025$(3.0)$(1.0)$(3.7)
Phase 1 RFP PIMVaries0.30.20.1
Renewable portfolio standard (RPS) PIM$10/MWh for above interpolated statutory RPS goal $20/MWh for failing to meet RPS targets in 2030, 2040 and 20451.91.90.4
Interconnection Approval PIM1Maximum reward of $3.0 million or a total annual maximum penalty of $0.9 millionNA2.43.0
Interconnection Requirements Study PIMVaries3.8—NA
Generation-caused SAIDI/SAIFI PIMsMaximum penalties of approximately $1.0 million—(0.1)NA
Collective Shared Savings Mechanism20% share of savings when non-ARA costs in a performance year lower than target year non-ARA costs4.32.8NA
Interim Grid ServicesMaximum reward of 1.5 millionNANA1.1
Total PIM rewards, net$7.5$6.2$0.9

1 The Interconnection Approval PIM expired as of December 31, 2024.

NA - Not applicable

Note: Columns may not foot due to rounding.

On April 1, 2024, the Utilities filed a request for partial temporary suspension and modification of the T&D SAIDI and T&D SAIFI PIMs to specifically suspend the T&D SAIDI and T&D SAIFI PIMs for wildfire risk circuits from January 1, 2024 to December 31, 2025. The Utilities also proposed that circuits not identified as wildfire risk circuits would continue to be subject to the existing PIMs on a prorated basis. On December 18, 2024, and clarified on January 15, 2025, the PUC issued orders granting the Utilities’ request to suspend the T&D SAIDI and T&D SAIFI PIMs for wildfire risk circuits from January 1, 2024 to December 31, 2025. Separately, the Utilities submitted a request on December 16, 2025 to expand the suspension of T&D SAIDI and T&D SAIFI PIMs to all circuits and extend the suspension to December 31, 2026, to consider modifications to the T&D SAIDI and T&D SAIFI PIMs. On December 26, 2025, the PUC established a procedural schedule for the request. The PUC stated that while the Utilities’ request is pending, the PUC will extend the suspension that is currently in place beyond December 31, 2025, until the PUC issues an Order addressing the request.

For the 2025 evaluation period, the Utilities accrued $7.5 million (nil for Hawaiian Electric, $5.4 million for Hawaii Electric Light and $2.1 million for Maui Electric) in rewards net of penalties. The net rewards related to 2025 will be reflected in the 2026 PIMs annual report and 2026 spring revenue report filings with the exception of the Phase 1 RFP PIM which was reflected in the 2025 fall revenue report filing.

Annual review cycle. PBR D&O established an annual review cycle for revenue adjustments under the PBR Framework, including the biannual submission of the revenue reports. On December 12, 2025, the PUC approved the Utilities’ 2025 fall revenue report filed on October 31, 2025. The filing reflected ARA revenues for 2026 to be collected from January 1 through December 31, 2026, as follows:

(in millions)Hawaiian ElectricHawaii Electric LightMaui ElectricTotal
2026 ARA revenues$20.4$5.0$4.9$30.3
Management Audit savings commitment(4.6)(1.0)(1.0)(6.6)
Net 2026 ARA revenues$15.8$4.0$3.9$23.7

The net incremental amounts between the 2025 spring and fall revenue reports are shown in the following table. The amounts are to be collected (refunded) from January 1, 2026 through December 31, 2026 under the RBA rate tariffs, which were included in the 2025 fall revenue report filing.

(in millions)Hawaiian ElectricHawaii Electric LightMaui ElectricTotal
2026 ARA revenues$20.4$5.0$4.9$30.3
Annual change in accrued RBA balance through September 30, 2025 (and associated revenue taxes)(18.6)(1.3)(10.7)(30.6)
Incremental Performance Incentive Mechanisms (net)—(0.1)0.30.2
Net incremental amount to be collected under the RBA rate tariffs$1.8$3.6$(5.5)$(0.1)

Note: Columns may not foot due to rounding.

Consolidating financial information. Consolidating financial information for Hawaiian Electric and its subsidiaries are presented for the years ended December 31, 2025, 2024 and 2023, and as of December 31, 2025 and 2024.

On March 21, 2024, Hawaiian Electric formed HE AR INTER LLC and its direct subsidiary, HE BRWR LLC, which were established to pursue financing through a secured asset-based (accounts receivable) credit facility.

Hawaiian Electric unconditionally guarantees Hawaii Electric Light’s and Maui Electric’s obligations (a) to the State of Hawaii for the repayment of principal and interest on Special Purpose Revenue Bonds issued for the benefit of Hawaii Electric Light and Maui Electric and (b) under their respective private placement note agreements and the Hawaii Electric Light notes and Maui Electric notes issued thereunder. Hawaiian Electric is also obligated, after the satisfaction of its obligations on its own preferred stock, to make dividend, redemption and liquidation payments on Hawaii Electric Light’s and Maui Electric’s preferred stock if the respective subsidiary is unable to make such payments.

(in thousands) · Hawaiian Electric · Hawaii Electric Light · Maui Electric · Other subsidiaries · Consolidating adjustments · Hawaiian ElectricConsolidated
Revenues$2,177,043458,524438,09811,943(14,426)[1]$3,071,182
Expenses
Fuel oil687,314102,395157,736——947,445
Purchased power500,250123,09054,314——677,654
Other operation and maintenance406,295105,549119,0693,955(14,426)[1]620,442
Depreciation170,25544,97140,813——256,039
Taxes, other than income taxes206,12742,76340,926——289,816
Total expenses1,970,241418,768412,8583,955(14,426)2,791,396
Operating income206,80239,75625,2407,988—279,786
Allowance for equity funds used during construction11,1401,5512,322——15,013
Equity in earnings of subsidiaries40,794———(40,794)[2]—
Retirement defined benefits credit (expense)—other than service costs3,570663(98)——4,135
Interest expense and other charges, net(71,933)(11,186)(15,639)—5,056[1](93,702)
Allowance for borrowed funds used during construction4,654424815——5,893
Interest income12,9731,340206—(5,056)[1]9,463
Income before income taxes208,00032,54812,8467,988(40,794)220,588
Income tax expense37,3607,2842,3322,057—49,033
Net income170,64025,26410,5145,931(40,794)171,555
Dividends on and loss on redemption of preferred stock of subsidiaries—523392——915
Net income attributable to Hawaiian Electric170,64024,74110,1225,931(40,794)170,640
Dividends on and loss on redemption of preferred stock of Hawaiian Electric2,425————2,425
Net income for common stock$168,21524,74110,1225,931(40,794)$168,215
(in thousands) · Hawaiian Electric · Hawaii Electric Light · Maui Electric · Other subsidiaries · Consolidatingadjustments · Hawaiian ElectricConsolidated
Net income for common stock$168,21524,74110,1225,931(40,794)$168,215
Other comprehensive loss, net of taxes:
Retirement benefit plans:
Net gains arising during the period, net of taxes76,45510,59310,338—(20,931)[1]76,455
Adjustment for amortization of net gains recognized during the period in net periodic benefit cost, net of taxes(2,182)(114)(251)—365[1](2,182)
Reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of taxes(74,419)(10,486)(10,097)—20,583[1](74,419)
Other comprehensive loss, net of taxes(146)(7)(10)—17(146)
Comprehensive income attributable to common shareholder$168,06924,73410,1125,931(40,777)$168,069
(in thousands) · Hawaiian Electric · Hawaii Electric Light · Maui Electric · Other subsidiaries · Consolidating adjustments · Hawaiian ElectricConsolidated
Revenues$2,283,148483,715440,4325,570(6,165)[1]$3,206,700
Expenses
Fuel oil790,004121,719166,322——1,078,045
Purchased power517,583132,08653,702——703,371
Other operation and maintenance390,111102,883121,6931,150(6,165)[1]609,672
Wildfire tort-related claims1,500,000187,500187,500——1,875,000
Depreciation167,90943,85539,378——251,142
Taxes, other than income taxes215,13745,02541,166——301,328
Total expenses3,580,744633,068609,7611,150(6,165)4,818,558
Operating income (loss)(1,297,596)(149,353)(169,329)4,420—(1,611,858)
Allowance for equity funds used during construction10,8531,1891,744——13,786
Equity in earnings of subsidiaries(248,004)———248,004[2]—
Retirement defined benefits credit (expense)—other than service costs3,574665(102)——4,137
Interest expense and other charges, net(59,906)(11,422)(16,688)—5,934[1](82,082)
Allowance for borrowed funds used during construction4,300355815——5,470
Interest income11,1361,062369(5,934)[1]6,633
Income (loss) before income taxes(1,575,643)(157,504)(183,191)4,420248,004(1,663,914)
Income tax expense (benefit)(350,361)(41,624)(48,700)1,138—(439,547)
Net income (loss)(1,225,282)(115,880)(134,491)3,282248,004(1,224,367)
Preferred stock dividends of subsidiaries—534381——915
Net income (loss) attributable to Hawaiian Electric(1,225,282)(116,414)(134,872)3,282248,004(1,225,282)
Preferred stock dividends of Hawaiian Electric1,080————1,080
Net income (loss) for common stock$(1,226,362)(116,414)(134,872)3,282248,004$(1,226,362)
(in thousands) · Hawaiian Electric · Hawaii Electric Light · Maui Electric · Other subsidiaries · Consolidating adjustments · Hawaiian ElectricConsolidated
Net income (loss) for common stock$(1,226,362)(116,414)(134,872)3,282248,004$(1,226,362)
Other comprehensive income (loss), net of taxes:
Retirement benefit plans:
Net gains arising during the period, net of taxes65,6808,1087,342—(15,450)[1]65,680
Adjustment for amortization of net gains recognized during the period in net periodic benefit cost, net of taxes(2,035)(159)(243)—402[1](2,035)
Reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of taxes(63,708)(7,895)(7,076)—14,971[1](63,708)
Other comprehensive income (loss), net of taxes(63)5423—(77)(63)
Comprehensive income (loss) attributable to common shareholder$(1,226,425)(116,360)(134,849)3,282247,927$(1,226,425)
(in thousands) · Hawaiian Electric · Hawaii Electric Light · Maui Electric · Consolidating adjustments · Hawaiian ElectricConsolidated
Revenues$2,356,478464,161448,882—$3,269,521
Expenses
Fuel oil913,801105,009192,610—1,211,420
Purchased power486,067142,83742,865—671,769
Other operation and maintenance343,46285,261104,834—533,557
Depreciation164,15042,54137,014—243,705
Taxes, other than income taxes221,66443,09542,153—306,912
Total expenses2,129,144418,743419,476—2,967,363
Operating income227,33445,41829,406—302,158
Allowance for equity funds used during construction11,7211,4112,032—15,164
Equity in earnings of subsidiaries44,809——(44,809)[2]—
Retirement defined benefits credit (expense)—other than service costs3,735667(99)—4,303
Interest expense and other charges, net(62,362)(11,650)(12,933)805[1](86,140)
Allowance for borrowed funds used during construction4,081451669—5,201
Interest income5,1131,0711,075(805)[1]6,454
Income before income taxes234,43137,36820,150(44,809)247,140
Income taxes39,3998,3273,467—51,193
Net income195,03229,04116,683(44,809)195,947
Preferred stock dividends of subsidiaries—534381—915
Net income attributable to Hawaiian Electric195,03228,50716,302(44,809)195,032
Preferred stock dividends of Hawaiian Electric1,080———1,080
Net income for common stock$193,95228,50716,302(44,809)$193,952
(in thousands) · Hawaiian Electric · Hawaii Electric Light · Maui Electric · Consolidating adjustments · Hawaiian ElectricConsolidated
Net income for common stock$193,95228,50716,302(44,809)$193,952
Other comprehensive income (loss), net of taxes:
Retirement benefit plans:
Net gains arising during the period, net of taxes10,1759611,275(2,236)[1]10,175
Adjustment for amortization of prior service credit and net gains recognized during the period in net periodic benefit cost, net of taxes(1,983)(221)(266)487[1](1,983)
Reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of taxes(8,204)(752)(978)1,730[1](8,204)
Other comprehensive income (loss), net of taxes(12)(12)31(19)(12)
Comprehensive income attributable to common shareholder$193,94028,49516,333(44,828)$193,940

Consolidating balance sheet

December 31, 2025

(in thousands) · Hawaiian Electric · Hawaii Electric Light · Maui Electric · Other subsidiaries · Consolidatingadjustments · Hawaiian ElectricConsolidated
Assets
Property, plant and equipment
Utility property, plant and equipment
Land$42,8605,6443,603——$52,107
Plant and equipment5,667,9361,564,6281,487,053——8,719,617
Right-of-use assets - finance lease411,54577,18350,757——539,485
Less accumulated depreciation(2,165,110)(716,715)(626,767)——(3,508,592)
Construction in progress283,68734,02164,439——382,147
Utility property, plant and equipment, net4,240,918964,761979,085——6,184,764
Nonutility property, plant and equipment, less accumulated depreciation1,1461151,444——2,705
Total property, plant and equipment, net4,242,064964,876980,529——6,187,469
Investment in wholly owned subsidiaries, at equity734,296———(734,296)[2]—
Current assets
Cash and cash equivalents396,21556,5638,57224,870—486,220
Customer accounts receivable, net7,2782,9873,942158,687—172,894
Accrued unbilled revenues, net24,8267,462600159,145—192,033
Other accounts receivable, net196,78355,97050,838—(227,245)[1]76,346
Fuel oil stock, at average cost84,93811,99716,647——113,582
Materials and supplies, at average cost75,75419,18437,865——132,803
Prepayments and other38,3219,65712,451—(2,449)[1]57,980
Regulatory assets32,46110,2797,299——50,039
Total current assets856,576174,099138,214342,702(229,694)1,281,897
Other long-term assets
Operating lease right-of-use assets34,74316,2194,901——55,863
Regulatory assets177,67828,24552,153——258,076
Defined benefit pension and other postretirement benefit plans asset134,78545,79438,898——219,477
Investment in unconsolidated affiliate287,250————287,250
Other344,05218,37428,976—(150,914)[1]240,488
Total other long-term assets978,508108,632124,928—(150,914)1,061,154
Total assets$6,811,4441,247,6071,243,671342,702(1,114,904)$8,530,520

Consolidating balance sheet (continued)

December 31, 2025

(in thousands) · Hawaiian Electric · Hawaii Electric Light · Maui Electric · Other subsidiaries · Consolidatingadjustments · Hawaiian ElectricConsolidated
Capitalization and liabilities
Capitalization
Common stock equity$1,583,399276,332298,459159,505(734,296)[2]$1,583,399
Long-term debt, net1,619,482261,614291,778—(115,000)[1]2,057,874
Total capitalization3,202,881537,946590,237159,505(849,296)3,641,273
Current liabilities
Current portion of operating lease liabilities5,7168,5703,279——17,565
Current portion of long-term debt, net61,9807,99754,982——124,959
Accounts payable150,84334,07232,288——217,203
Interest and preferred dividends payable22,5823,4403,114—(1,112)[1]28,024
Taxes accrued, including revenue taxes184,33940,72037,3743,195(2,449)[1]263,179
Regulatory liabilities23,12712,41016,460——51,997
Wildfire tort-related claims386,50047,87547,875——482,250
Other93,47537,75934,175180,002(226,133)[1]119,278
Total current liabilities928,562192,843229,547183,197(229,694)1,304,455
Deferred credits and other liabilities
Operating lease liabilities32,9747,9321,847——42,753
Finance lease liabilities382,22774,08749,276——505,590
Deferred income taxes—12,08923,825—(35,914)[1]—
Regulatory liabilities980,131248,885163,131——1,392,147
Unamortized tax credits47,9739,79410,151——67,918
Defined benefit pension plan liability6,788121———6,909
Wildfire tort-related claims1,149,000143,625143,625——1,436,250
Other80,90820,28532,032——133,225
Total deferred credits and other liabilities2,680,001516,818423,887—(35,914)3,584,792
Total capitalization and liabilities$6,811,4441,247,6071,243,671342,702(1,114,904)$8,530,520

Consolidating balance sheet

December 31, 2024

(in thousands) · Hawaiian Electric · Hawaii Electric Light · Maui Electric · Other subsidiaries · Consolidatingadjustments · Hawaiian ElectricConsolidated
Assets
Property, plant and equipment
Utility property, plant and equipment
Land$42,8605,6453,514——$52,019
Plant and equipment5,502,1981,501,9471,417,356——8,421,501
Right-of-use assets - finance lease360,27036,07450,757——447,101
Less accumulated depreciation(2,029,719)(691,161)(605,744)——(3,326,624)
Construction in progress282,15031,34152,218——365,709
Utility property, plant and equipment, net4,157,759883,846918,101——5,959,706
Nonutility property, plant and equipment, less accumulated depreciation1,1451151,532——2,792
Total property, plant and equipment, net4,158,904883,961919,633——5,962,498
Investment in wholly owned subsidiaries, at equity680,414———(680,414)[2]—
Current assets
Cash and cash equivalents118,36731,53416,45617,791—184,148
Advances to affiliates62,200———(62,200)[1]—
Customer accounts receivable, net19,0507,2458,941164,662—199,898
Accrued unbilled revenues, net12,7384,0461,890160,047—178,721
Other accounts receivable, net209,75258,36651,465—(249,946)[1]69,637
Fuel oil stock, at average cost70,80013,76414,339——98,903
Materials and supplies, at average cost69,60215,50633,358——118,466
Prepayments and other110,51616,66230,747—(6,705)[1]151,220
Regulatory assets36,5208,2119,164——53,895
Total current assets709,545155,334166,360342,500(318,851)1,054,888
Other long-term assets
Operating lease right-of-use assets29,86822,6726,741——59,281
Regulatory assets172,25718,87536,292——227,424
Defined benefit pension and other postretirement benefit plans asset66,29230,39724,128—(11,998)[1]108,819
Other194,00618,61221,702—(33,626)[1]200,694
Total other long-term assets462,42390,55688,863—(45,624)596,218
Total assets$6,011,2861,129,8511,174,856342,500(1,044,889)$7,613,604

Consolidating balance sheet (continued)

December 31, 2024

(in thousands) · Hawaiian Electric · Hawaii Electric Light · Maui Electric · Other subsidiaries · Consolidatingadjustments · Hawaiian ElectricConsolidated
Capitalization and liabilities
Capitalization
Common stock equity$1,156,955243,964282,876153,574(680,414)[2]$1,156,955
Cumulative preferred stock–not subject to mandatory redemption22,2937,0005,000——34,293
Long-term debt, net1,353,173244,466256,575——1,854,214
Total capitalization2,532,421495,430544,451153,574(680,414)3,045,462
Current liabilities
Current portion of operating lease liabilities4,4307,8022,970——15,202
Current portion of long-term debt, net40,0005,0002,000——47,000
Short-term borrowings-non-affiliate48,623————48,623
Short-term borrowings-affiliate——62,200—(62,200)[1]—
Accounts payable137,83727,07732,066——196,980
Interest and preferred dividends payable15,9943,1912,701—(350)[1]21,536
Taxes accrued, including revenue taxes197,76842,69237,1081,138(6,705)[1]272,001
Regulatory liabilities11,70110,0394,828——26,568
Wildfire tort-related claims383,00047,87547,875——478,750
Other103,41535,49243,913187,788(249,597)[1]121,011
Total current liabilities942,768179,168235,661188,926(318,852)1,227,671
Deferred credits and other liabilities
Operating lease liabilities29,83015,2304,075——49,135
Finance lease liabilities341,36434,37049,891——425,625
Deferred income taxes—5,36828,257—(33,625)[1]—
Regulatory liabilities864,259222,834130,422——1,217,515
Unamortized tax credits54,95010,75710,969——76,676
Wildfire tort-related claims1,149,000143,625143,625——1,436,250
Defined benefit pension plan liability18,301125——(11,998)[1]6,428
Other78,39322,94427,505——128,842
Total deferred credits and other liabilities2,536,097455,253394,744—(45,623)3,340,471
Total capitalization and liabilities$6,011,2861,129,8511,174,856342,500(1,044,889)$7,613,604

Consolidating statements of changes in common stock equity

(in thousands)Hawaiian ElectricHawaii Electric LightMaui ElectricOther subsidiariesConsolidatingadjustmentsHawaiian ElectricConsolidated
Balance, December 31, 2022$2,344,170344,720357,03677(701,833)$2,344,170
Net income for common stock193,95228,50716,302—(44,809)193,952
Other comprehensive income (loss), net of taxes(12)(12)31—(19)(12)
Common stock dividends(129,000)(13,425)(11,025)—24,450(129,000)
Balance, December 31, 20232,409,110359,790362,34477(722,211)2,409,110
Net income (loss) for common stock(1,226,362)(116,414)(134,872)3,282248,004(1,226,362)
Other comprehensive income (loss), net of taxes(63)5423—(77)(63)
Issuance of common stock, net of expenses——55,000150,215(205,215)—
Common stock dividends(26,000)————(26,000)
Additional paid-in capital270534381—(915)270
Balance, December 31, 20241,156,955243,964282,876153,574(680,414)1,156,955
Net income for common stock168,21524,74110,1225,931(40,794)168,215
Other comprehensive loss, net of tax benefits(146)(7)(10)—17(146)
Common stock dividends(30,000)————(30,000)
Stock expense adjustment and other58510090—(190)585
Additional paid-in capital287,7907,5345,381—(12,915)287,790
Balance, December 31, 2025$1,583,399276,332298,459159,505(734,296)$1,583,399
(in thousands) · Hawaiian Electric · Hawaii Electric Light · Maui Electric · Other subsidiaries · Consolidatingadjustments · Hawaiian Electric Consolidated
Cash flows from operating activities
Net income$170,64025,26410,5145,931(40,794)[2]$171,555
Adjustments to reconcile net income to net cash provided by operating activities
Equity in earnings of subsidiaries(40,794)———40,794[2]—
Depreciation of property, plant and equipment170,25544,97140,813——256,039
Other amortization30,6034,5353,028——38,166
Deferred income tax expense (benefit)(13,687)5,3692,076——(6,242)
Gain/Loss on sale of receivables to affiliate8,7231,6441,576(11,943)——
State refundable credit(8,178)(1,925)(2,283)——(12,386)
Bad debt expense1,5134551,573——3,541
Allowance for equity funds used during construction(11,140)(1,551)(2,322)——(15,013)
Other2,380443(171)——2,652
Changes in assets and liabilities:
Decrease in accounts receivable11,3332,23968317,922(22,696)[1]9,481
Decrease (increase) in accrued unbilled revenues(12,001)(3,396)1,246897—(13,254)
Decrease (increase) in fuel oil stock(14,138)1,767(2,308)——(14,679)
Increase in materials and supplies(6,152)(3,678)(4,507)——(14,337)
Increase in regulatory assets(12,652)(8,988)(8,822)——(30,462)
Increase in regulatory liabilities57,6128,93529,496——96,043
Increase in accounts payable4,9423,598179——8,719
Change in prepaid and accrued income taxes, tax credits and revenue taxes(8,530)(2,024)2,6032,057—(5,894)
Change in defined benefit pension and other postretirement benefit plans asset/liability(6,835)(1,051)(891)——(8,777)
Change in other assets and liabilities(25,885)(1,251)(15,841)(7,785)22,696[1](28,066)
Net cash provided by operating activities298,00975,35656,6427,079—437,086
Cash flows from investing activities
Capital expenditures(171,844)(75,378)(92,351)——(339,573)
Advances from affiliates62,200———(62,200)[1]—
Other(7,960)1,0931,009—12,000[1][2]6,142
Net cash used in investing activities(117,604)(74,285)(91,342)—(50,200)(333,431)
Cash flows from financing activities
Common stock dividends(30,000)————(30,000)
Preferred stock dividends of Hawaiian Electric and subsidiaries(1,995)————(1,995)
Proceeds from issuance of common stock/capital contribution from parent540————540
Proceeds from issuance of long-term debt500,000————500,000
Repayment of long-term debt and funds transferred for repayment of long-term debt(166,000)————(166,000)
Net decrease in short-term borrowings from non-affiliates and affiliate with original maturities of three months or less——(62,200)—62,200[1]—
Payments of obligations under finance leases(8,423)(886)(596)——(9,905)
Repayment of short-term debt(50,000)————(50,000)
Issuance of note receivables to affiliates(115,000)———115,000[1]—
Proceeds from issuance of long-term debt from affiliate—25,00090,000—(115,000)[1]—
Capital contribution—7,0005,000—(12,000)[2]—
Redemption of preferred stock(23,468)(7,000)(5,000)——(35,468)
Other(8,211)(156)(388)——(8,755)
Net cash provided by financing activities97,44323,95826,816—50,200198,417
Net increase (decrease) in cash and cash equivalents277,84825,029(7,884)7,079—302,072
Cash and cash equivalents, January 1118,36731,53416,45617,791—184,148
Cash and cash equivalents, December 31$396,21556,5638,57224,870—$486,220
(in thousands) · Hawaiian Electric · Hawaii Electric Light · Maui Electric · Other subsidiaries · Consolidatingadjustments · Hawaiian ElectricConsolidated
Cash flows from operating activities
Net income (loss)$(1,225,282)(115,880)(134,491)3,282248,004[2]$(1,224,367)
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Equity in earnings of subsidiaries248,004———(248,004)[2]—
Depreciation of property, plant and equipment167,90943,85539,378——251,142
Other amortization23,6064,9583,264——31,828
Deferred income tax benefit(393,025)(47,550)(41,049)——(481,624)
State refundable credit(7,914)(1,848)(2,152)——(11,914)
Bad debt expense2,8384761,406——4,720
Allowance for equity funds used during construction(10,853)(1,189)(1,744)——(13,786)
Gain/Loss on sale of receivables to affiliate4,079821670(5,570)——
Other(6,270)(50)9——(6,311)
Changes in assets and liabilities:
Decrease (increase) in accounts receivable22,897(13,175)1,570(95,382)172,466[1]88,376
Decrease (increase) in accrued unbilled revenues57,28120,98922,633(93,342)—7,561
Decrease in fuel oil stock37,4274,2057,702——49,334
Decrease (increase) in materials and supplies(5,269)(1,109)2,345——(4,033)
Increase in regulatory assets(4,608)(5,346)(12,789)——(22,743)
Increase in regulatory liabilities38,4136,5973,423——48,433
Increase (decrease) in accounts payable9,879(1,687)1,452——9,644
Change in prepaid and accrued income taxes, tax credits and revenue taxes(14,192)(2,325)(8,614)1,138(2,549)[1](26,542)
Change in defined benefit pension and other postretirement benefit plans asset/liability(6,334)(1,521)(1,363)——(9,218)
Increase in wildfire tort-related claims1,457,000191,500191,500——1,840,000
Change in other assets and liabilities(52,774)(4,035)(23,280)187,788(172,466)[1](64,767)
Net cash provided by (used in) operating activities342,81277,68649,870(2,086)(2,549)465,733
Cash flows from investing activities
Capital expenditures(197,142)(51,209)(81,128)——(329,479)
Advances to affiliates(46,700)———46,700[1]—
Other(10,169)679(1,011)—22,349[1][2]11,848
Net cash used in investing activities(254,011)(50,530)(82,139)—69,049(317,631)
Cash flows from financing activities
Common stock dividends(26,000)————(26,000)
Preferred stock dividends of Hawaiian Electric and subsidiaries(1,995)————(1,995)
Proceeds from issuance of common stock/capital contribution from parent270——19,800(19,800)[2]270
Repayment of long-term debt and funds transferred for repayment of long-term debt(74,000)(5,000)(2,000)——(81,000)
Net increase in short-term borrowings from non-affiliates and affiliate with original maturities of three months or less——46,700—(46,700)[1]—
Proceeds from issuance of short-term debt50,000————50,000
Payments of obligations under finance leases(3,487)(632)———(4,119)
Other(6,977)(648)(1,562)——(9,187)
Net cash provided by (used in) financing activities(62,189)(6,280)43,13819,800(66,500)(72,031)
Net increase in cash and cash equivalents26,61220,87610,86917,714—76,071
Cash, cash equivalents and restricted cash, January 191,75510,6585,58777—108,077
Cash and cash equivalents, December 31$118,36731,53416,45617,791—$184,148
(in thousands) · Hawaiian Electric · Hawaii Electric Light · Maui Electric · Other subsidiary · Consolidatingadjustments · Hawaiian ElectricConsolidated
Cash flows from operating activities
Net income$195,03229,04116,683—(44,809)[2]$195,947
Adjustments to reconcile net income to net cash provided by operating activities
Equity in earnings of subsidiaries(44,809)———44,809[2]—
Common stock dividends received from subsidiaries24,450———(24,450)[2]—
Depreciation of property, plant and equipment164,15042,54137,014——243,705
Other amortization17,6925,0033,795——26,490
Deferred income tax expense (benefit)(851)(296)2,586——1,439
State refundable credit(7,577)(1,782)(1,966)——(11,325)
Bad debt expense5,5651,3531,243——8,161
Allowance for equity funds used during construction(11,721)(1,411)(2,032)——(15,164)
Other380(46)126——460
Changes in assets and liabilities:
Increase in accounts receivable(83,401)(7,398)(29,301)—55,096[1](65,004)
Decrease (increase) in accrued unbilled revenues8(1,308)(1,748)——(3,048)
Decrease (increase) in fuel oil stock45,114(1,004)(817)——43,293
Increase in materials and supplies(16,204)(4,614)(14,047)——(34,865)
Decrease (increase) in regulatory assets(6,616)5,501(9,498)——(10,613)
Increase (decrease) in regulatory liabilities48,833(1,176)6,813——54,470
Increase in accounts payable13,9885,998468——20,454
Change in prepaid and accrued income taxes, tax credits and revenue taxes4,3142,407(4,843)——1,878
Change in defined benefit pension and other postretirement benefit plans asset/liability(5,653)(1,348)(1,185)——(8,186)
Increase in wildfire tort-related claims75,000————75,000
Change in other assets and liabilities(12,990)2,05617,305—(55,096)[1](48,725)
Net cash provided by operating activities404,70473,51720,596—(24,450)474,367
Cash flows from investing activities
Capital expenditures(276,600)(63,889)(98,286)——(438,775)
Advances from (to) affiliates(70,500)4,50021,700—44,300[1]—
Other4,1189321,126——6,176
Net cash used in investing activities(342,982)(58,457)(75,460)—44,300(432,599)
Cash flows from financing activities
Common stock dividends(129,000)(13,425)(11,025)—24,450[2](129,000)
Preferred stock dividends of Hawaiian Electric and subsidiaries(1,080)(534)(381)——(1,995)
Proceeds from the issuance of long-term debt300,00025,00025,000——350,000
Repayment of long-term debt(50,000)(20,000)(30,000)——(100,000)
Net increase (decrease) in short-term borrowings from non-affiliates and affiliate with original maturities of three months or less(114,167)—70,500—(44,300)[1](87,967)
Payments of obligations under finance leases(2,728)(400)———(3,128)
Other(571)(135)(137)——(843)
Net cash provided by (used in) financing activities2,454(9,494)53,957—(19,850)27,067
Net increase (decrease) in cash, cash equivalents and restricted cash64,1765,566(907)——68,835
Cash, cash equivalents and restricted cash, January 127,5795,0926,49477—39,242
Cash, cash equivalents and restricted cash, December 3191,75510,6585,58777—108,077
Less: Restricted cash(2,000)————(2,000)
Cash and cash equivalents, December 31$89,75510,6585,58777—$106,077

Explanation of consolidating adjustments on consolidating schedules:

[1] Eliminations of intercompany receivables and payables and other intercompany transactions

[2] Elimination of investment in subsidiaries, carried at equity

Note 5. Discontinued operations

As a result of a comprehensive review of strategic options of ASB, on December 30, 2024, HEI, ASB, and ASB Hawaii, a wholly owned subsidiary of HEI and ASB’s parent holding company, entered into investment agreements to sell 90.1% of the common stock of ASB, amounting to $405.5 million, to various investors including certain ASB officers and directors of ASB, while retaining a 9.9% noncontrolling investment in ASB amounting to $44.6 million. The sale transaction closed on December 31, 2024 and no investor acquired more than 9.9% of the common stock of ASB. The proceeds from the sale was used to repay a ratable portion of each of HEI’s senior notes in April 2025.

The sale of ASB met the accounting requirements to be disclosed as discontinued operations. Accordingly, the results of ASB, including the loss on the ASB sale, are presented as discontinued operations in the consolidated statements of income and cash flows, and have been excluded from both continuing operations and segment results for the 2024 and 2023 periods presented.

The Company recorded a net loss on the sale transaction amounting to $115.8 million, which is net of a $2.4 million tax benefit, and is included in “Income (loss) from discontinued operations” in the Company’s Consolidated Statements of Income. The tax benefit includes a valuation allowance of $66.4 million recorded against the related deferred tax assets generated in connection with the sale transaction as it is more likely than not that these deferred tax assets will not be realized. See Note 13. A summary of the ASB sale transaction as of December 31, 2024 is as follows:

(in thousands)December 31, 2024
Sale proceeds received$400,950
Sale proceeds accrued (received in 2025)4,500
Investment retained in ASB44,550
Transaction costs(21,735)
Net assets derecognized(546,458)
Loss from the sale of ASB(118,193)
Income taxes68,820
Income taxes - valuation allowance(66,430)
Income taxes, net2,390
Net loss on the sale transaction(115,803)
Net income from operations of discontinued bank segment12,317
Loss from discontinued operations$(103,486)

For the year ended December 31, 2024, total noncash transactions of the ASB sale amounted to $507.8 million comprised of the derecognized net assets of ASB, the Company’s investment retained in ASB, accrued transaction costs and other noncash transactions.

The following table summarizes the income (loss) from discontinued operations included in the Consolidated Statements of Income for the periods presented:

Years ended December 3120242023
(in thousands)
Interest and dividend income
Interest and fees on loans$293,100$276,688
Interest and dividends on investment securities55,94458,095
Total interest and dividend income349,044334,783
Interest expense
Interest on deposit liabilities72,72748,905
Interest on other borrowings27,44233,892
Total interest expense100,16982,797
Net interest income248,875251,986
Provision for credit losses(1,963)10,357
Net interest income after provision for credit losses250,838241,629
Noninterest income
Fees from other financial services20,79719,034
Fee income on deposit liabilities19,90019,131
Fee income on other financial products11,79810,616
Bank-owned life insurance13,0797,390
Mortgage banking income1,419910
Gain on sale of real estate—495
Loss on sale of investment securities, net—(14,965)
Other income, net2,5352,799
Total noninterest income69,52845,410
Noninterest expense
Compensation and employee benefits126,936118,297
Occupancy21,38221,703
Data processing19,61220,545
Services17,48513,943
Equipment9,91411,842
Office supplies, printing and postage4,0854,315
Marketing3,5064,001
Goodwill impairment82,190—
FDIC insurance5,9926,230
Other expense15,90722,762
Total noninterest expense307,009223,638
Income before income taxes13,35763,401
Income taxes1,04010,039
Net income from operations of discontinued bank segment12,31753,362
Loss from the sale of ASB(118,193)—
Income tax benefit2,390—
Income (loss) from discontinued operations$(103,486)$53,362

Note 6 · Short-term borrowings

Commercial paper and other. As of December 31, 2025 and 2024, HEI and Hawaiian Electric hadno commercial paper outstanding.

As of December 31, 2025, HEI hadno letters of credit outstanding. As of December 31, 2024, HEI hadfour undrawn letters of credit outstanding in the aggregate amount of $6 million, on behalf of Mauo and Hamakua Energy.

Credit agreements.

Syndicated credit agreements. On September 5, 2025, HEI and Hawaiian Electric each entered into a fourth amended and restated senior unsecured revolving credit facility (the HEI Facility and the Hawaiian Electric Facility, respectively, and together, the Credit Facilities) with a syndicate of eight financial institutions. The aggregate amount of revolving commitments under the HEI Facility was increased to $300 million from $175 million and includes a $25 million letter of credit sub-facility and a $30 million swingline sub-facility. The HEI Facility’s commitment termination date was extended to September 5, 2030 from May 14, 2027. The aggregate amount of revolving commitments available under the Hawaiian Electric Facility was increased to $300 million from $200 million and includes a $40 million letter of credit sub-facility and a $30 million swingline sub-facility. The Hawaiian Electric Facility’s term was extended to September 4, 2026, subject to an automatic extension to the earlier of (i) such date specified in a final order or approval of the PUC and (ii) if such order or approval is obtained, September 5, 2030. The Hawaiian Electric Facility also allows for commitment increases of up to an additional $75 million, subject to customary conditions. None of the facilities are collateralized. As of December 31, 2025, HEI and Hawaiian Electric had $20 million andnil drawn on its revolving facility, respectively.

Under the Credit Facilities, draws generally bear interest, based on each company’s respective current long-term credit ratings, at the “Adjusted Term SOFR Rate,” as defined in the Credit Facilities, plus 250.0 and 225.0 basis points for HEI and Hawaiian Electric, respectively, and incur annual fees on undrawn commitments, excluding swingline borrowings, at the rate of 45.0 and 40.0 basis points for HEI and Hawaiian Electric, respectively.

Additionally, the Credit Facilities contain provisions for pricing adjustments in the event of a long-term ratings change based on the respective facility’s ratings-based pricing grid, which includes the ratings by Fitch, Moody’s and S&P. The Credit Facilities do not contain clauses that would affect access to the Credit Facilities by reason of a ratings downgrade, nor do they have broad “material adverse change” clauses.

The Credit Facilities also include terms and conditions customary for facilities of this type and contain customary conditions that must be met in order to draw on them, including compliance with covenants (such as covenants preventing HEI’s and Hawaiian Electric’s respective subsidiaries from entering into agreements that restrict the ability of such subsidiaries to pay dividends to, or to repay borrowings from, HEI or Hawaiian Electric, as applicable; and a covenant in Hawaiian Electric’s Facility restricting Hawaiian Electric’s ability, as well as the ability of any of its subsidiaries, to guarantee additional indebtedness of the subsidiaries if such additional debt would cause the subsidiary’s “Consolidated Subsidiary Funded Debt to Capitalization Ratio” (as defined in the Hawaiian Electric Facility) to exceed 65%).

Under the HEI Facility, it is an event of default if HEI fails to maintain an unconsolidated “Capitalization Ratio” (funded debt) (as defined in the HEI Facility) of 50% or less or if HEI sells Hawaiian Electric. Under the Hawaiian Electric Facility, it is an event of default if Hawaiian Electric fails to maintain a “Consolidated Capitalization Ratio” (equity) (as defined in the Hawaiian Electric Facility) of at least 35%, or if Hawaiian Electric is no longer owned by HEI.

Intercompany borrowing agreement. Under the HEI and Hawaiian Electric Intercompany Borrowing and Investment Policy effective January 1, 2020 (the Intercompany Borrowing Policy), HEI has committed to make revolving short-term loans to Hawaiian Electric pursuant to the terms set forth in the standing commitment letter dated December 5, 2025 (the 2025 Commitment Letter). For loans that mature on or before December 4, 2026, the 2025 Commitment Letter provides a borrowing limit of $75 million outstanding at any time and the applicable interest rate. Hawaiian Electric currently hasno borrowings under the Intercompany Borrowing Policy and the 2025 Commitment Letter.

Asset-based lending facility credit agreement. On May 17, 2024, Hawaiian Electric, through a special-purpose subsidiary, entered into an ABL Facility credit agreement (ABL Credit Facility Agreement) with several banks, which, subject to the limitations and conditions set forth in such agreement, including approval by the PUC, allows borrowings of up to $250 million on a revolving basis using certain accounts receivable as collateral. Hawaiian Electric filed an application with the PUC for approval to (i) sell accounts receivable, and (ii) establish a long-term credit facility. The first approval would allow the ABL Credit Facility Agreement to become effective for 364 days and the second approval would extend the term of the ABL Credit Facility Agreement from 364 days tothree years. The ABL Credit Facility Agreement has an initial term of 364 days, with an automatic extension tothree years upon receipt of the second PUC approval, with three separate options to extendone additional year, subject to the consent of the lenders. Hawaiian Electric received the first and second approvals from the PUC for the ABL Credit Facility Agreement that allows short-term and long-term borrowings of up to $250 million on June 27, 2024 and October 11, 2024, respectively, subject to the availability of a sufficient borrowing base of eligible receivables. The ABL Facility became effective on July 24, 2024. As of December 31, 2025, total available capacity under the ABL Facility was $240 million and remains undrawn.

Note 7 · Long-term debt

December 3120252024
(dollars in thousands)
Long-term debt of Utilities, net of unamortized debt issuance costs1$2,182,833$1,901,214
HEI 4.58% senior notes, paid in 2025—50,000
HEI 4.72% senior notes, due 202837,096100,000
HEI 2.82% senior notes, due 20288,90324,000
HEI 2.48% senior notes, due 202811,12930,000
HEI 6.04% senior notes, due 202814,46739,000
HEI 2.98% senior notes, due 203018,54850,000
HEI 3.15% senior notes, due 203118,91951,000
HEI 2.78% senior notes, due 20319,27425,000
HEI 2.98% senior notes, due 203211,12930,000
HEI 5.43% senior notes, due 203227,82275,000
HEI 6.10% senior notes, due 203322,62961,000
HEI 5.43% senior notes, due 203412,98435,000
HEI 3.74% senior notes, due 20517,41920,000
HEI 3.94% senior notes, due 20527,41920,000
Hamakua Energy 4.02% non-recourse notes, due 20302—39,026
Mauo 5.07% non-recourse term loan, due 2034 to 20352—20,795
Kaʻieʻie Waho 2.79% non-recourse loan, due 20312—8,517
Mahipapa 2.14% non-recourse loan, due 2034 to 20363—53,263
Mahipapa 5.625% non-recourse loan, due 20273—424
HEI revolving credit facility SOFR + 2.50%, due 2030420,000173,000
Less unamortized debt issuance costs and debt discount(596)(6,681)
Less current portion long-term debt, net of unamortized debt issuance cost(124,959)(109,171)
Long term debt, net$2,285,016$2,690,387

1 See components of “Total long-term debt” and unamortized debt issuance costs in Hawaiian Electric and subsidiaries’ Consolidated Statements of Capitalization.

2 The debt of Hamakua Energy, Mauo and Ka’ie’ie Waho was transferred to the buyer as part of the sale of these entities in 2025. See Note 3 for more information.

3 Mahipapa’s non-recourse loans amounting to $54 million, as of December 31, 2025, are classified as “Liabilities held for sale” on the Company’s Consolidated Balance Sheets. See Note 3 for more information.

4 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.

As of December 31, 2025, the aggregate principal payments required on the Company’s long-term debt for 2026 through 2030 are $125 million in 2026, $100 million in 2027, $139 million in 2028, $35 million in 2029 and $189 million in 2030. As of December 31, 2025, the aggregate payments of principal required on the Utilities’ long-term debt for 2026 through 2030 are $125 million in 2026, $100 million in 2027, $68 million in 2028, $35 million in 2029 and $150 million in 2030.

The HEI senior notes contain customary representation and warranties, affirmative and negative covenants and events of default (the occurrence of which may result in some or all of the notes then outstanding becoming immediately due and payable). The HEI senior notes also contain provisions requiring the maintenance by HEI of certain financial ratios generally consistent with those in HEI’s revolving unsecured credit facility, as amended. Upon a change of control or certain dispositions of assets (as defined in the note purchase agreements of the senior notes), HEI is required to offer to prepay the senior notes.

The Utilities’ senior notes contain customary representations and warranties, affirmative and negative covenants, and events of default (the occurrence of which may result in some or all of the notes of each and all of the utilities then outstanding becoming immediately due and payable) and provisions requiring the maintenance by Hawaiian Electric, and each of Hawaii Electric Light and Maui Electric, of certain financial ratios generally consistent with those in Hawaiian Electric’s existing, amended revolving unsecured credit agreement.

Changes in long-term debt. As of December 31, 2025, HEI and Hawaiian Electric were in compliance with all applicable financial covenants.

HEI and Hawaiian Electric’s Credit Facilities. See Note 6 for more information.

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.

Hawaiian Electric notes. On September 18, 2025, pursuant to the July 24, 2025 PUC approval, Hawaiian Electric issued $500 million in unsecured senior notes with an interest rate of 6.00% (2025 Notes). The 2025 Notes will mature on October 1, 2033. Hawaiian Electric may redeem the 2025 Notes, in whole or in part, at any time or from time to time prior to October 1, 2028 at a redemption price equal to 100% of the aggregate principal amount of the 2025 Notes to be redeemed, plus a “make-whole” amount set forth in the agreement, plus accrued and unpaid interest, if any, to, but not including, the redemption date. On or after October 1, 2028, Hawaiian Electric may redeem the 2025 Notes, in whole or in part, at the redemption prices set forth in the agreement plus accrued and unpaid interest, if any, to, but not including, the redemption date. The 2025 Notes contain certain restrictive financial covenants that are substantially the same as the financial covenants of the Utilities’ other unsecured senior notes.

Mahipapa non-recourse loan. In March 2024, a fire destroyed the cooling tower at the Mahipapa facility on Kauai. The fire was ignited from a vendor’s welding activities being performed on the cooling tower during its scheduled maintenance. As a result, the lender granted Mahipapa a deferral of scheduled principal and interest payments March 2024 through December 2025 totaling $10 million. The deferred payments will be repaid in March 2026. The facility was restarted in December 2024. Mahipapa’s non-recourse loans amounting to $54 million as of December 31, 2025, are classified as “Liabilities held for sale” on the Company’s Consolidated Balance Sheets. See Note 3 for more information.

Note 8 · Shareholders’ equity

Reserved shares. As of December 31, 2025, HEI had a total of 33.2 million of authorized and unissued shares of common stock available for future issuance under the HEI Dividend Reinvestment and Stock Purchase Plan (DRIP), the Hawaiian Electric Industries Retirement Savings Plan (HEIRSP), the HEI 2011 Nonemployee Director Stock Plan, the 2010 Equity and Incentive Plan, as amended, and at-the-market offering program. Under HEI’s at-the-market offering program, HEI may offer and sell, from time to time at its sole discretion, its common stock, without par value, having an aggregate offering price of up to $250 million. To date, HEI has not sold any common stock under this program.

Accumulated other comprehensive income/(loss). Changes in the balances of each component of AOCI were as follows:

HEI Consolidated · Hawaiian Electric Consolidated
(in thousands)Net unrealized gains (losses) on securitiesUnrealized gains (losses) on derivativesRetirement benefit plansAOCIAOCI-Retirement benefit plans
Balance, December 31, 2022$(328,904)$1,991$(9,115)$(336,028)$2,861
Current period other comprehensive income (loss) and reclassifications, net of taxes45,941(353)1,09046,678(12)
Balance, December 31, 2023(282,963)1,638(8,025)(289,350)2,849
Current period other comprehensive income (loss) and reclassifications, net of taxes1,7854829173,184(63)
Discontinued operations281,178—8,449289,627—
Balance, December 31, 2024—2,1201,3413,4612,786
Current period other comprehensive income (loss) and reclassifications, net of taxes—(1,520)1,397(123)(146)
Balance, December 31, 2025$—$600$2,738$3,338$2,640

Reclassifications out of AOCI were as follows:

Amount reclassified from AOCI · Affected line item in the Statement of Income/Balance Sheet
Years ended December 31 · 2025 · 2024 · 2023
(in thousands)
HEI consolidated
Available-for sale investment securities:
Net realized losses on securities included in net income$—$—$10,954Assets of discontinued operations
Amortization of unrealized holding losses on held-to-maturity securities—13,01214,398Income (loss) from discontinued operations
Net realized gains on derivatives qualifying as cash flow hedges(1,031)(201)(186)Interest expense
Retirement benefit plans:
Amortization of prior service credit and net gains recognized during the period in net periodic benefit cost(2,057)(1,730)(1,560)See Note 11 for additional details
Impact of D&Os of the PUC included in regulatory assets(74,419)(63,708)(8,204)See Note 11 for additional details
Total reclassifications$(77,507)$(52,627)$15,402
Hawaiian Electric consolidated
Retirement benefit plans:
Amortization of prior service credit and net gains recognized during the period in net periodic benefit cost$(2,182)$(2,035)$(1,983)See Note 11 for additional details
Impact of D&Os of the PUC included in regulatory assets(74,419)(63,708)(8,204)See Note 11 for additional details
Total reclassifications$(76,601)$(65,743)$(10,187)

Note 9 · Leases

The Company leases certain real estate and equipment for various terms under long-term lease agreements. The agreements expire at various dates through 2054 and provide for renewal options up to 10 years. The periods associated with the renewal options are excluded for the purpose of determining the lease term unless the exercise of the renewal option is reasonably certain. In the normal course of business, it is expected that many of these agreements will be replaced by similar agreements. Certain real estate leases require the Company to pay for operating expenses such as common area maintenance, real estate taxes and insurance, which are recognized as variable lease expense when incurred and are not included in the measurement of the lease liability. The Company elected the short-term lease recognition exemption for all of its leases that qualify, and accordingly, does not recognize lease liabilities and ROU assets for all leases that have lease terms that are 12 months or less. The amounts related to short-term leases are not material. The Company elected the practical expedient to not separate lease and non-lease components for its real estate and equipment and fossil fuel and renewable energy PPAs and to separate lease components from non-lease components for renewable energy plus battery storage PPAs.

The Utilities contract with independent power producers to supply energy under long-term power purchase agreements. Certain PPAs are treated as operating leases under the lease standard because the Company elected the practical expedient package under which prior conclusions about lease identification were not reassessed. The fixed capacity payments under the PPAs are included in the lease liability, while the variable lease payments (e.g., payments based on kWh) are excluded from the lease liability. Several as-available PPAs have variable-only payment terms based on production. For PPAs with no minimum lease payments, the Utilities do not recognize any lease liabilities or ROU assets, and the related costs are reported as variable lease costs.

The Utilities’ lease payments for each operating lease agreement were discounted using its estimated unsecured borrowing rates for the appropriate term, reduced for the estimated impact of collateral, which is a reduction of approximately 50 basis points.

The Utilities account for the battery portion of renewable energy plus storage and energy storage PPAs as leases at their commencement dates. As of December 31, 2025, the Utilities recognized additional finance lease liabilities with corresponding ROU assets of $92.4 million, including Hale Kuawehi and Hoohana Solar project that began commercial operations during the year. The timing of the Utilities’ recognition of the expense conforms to ratemaking treatment for the Utilities’ recovery of the cost of electricity and is included in purchased power for the interest and amortization of financing leases related to PPAs. Any material differences between expense recognition and timing of payments are deferred as a regulatory asset or liability in order to match what is being recovered for ratemaking purposes.

Amounts related to the Company’s total lease cost and cash flows arising from lease transactions are as follows:

HEI consolidatedHawaiian Electric consolidated
Year ended December 31, 2025Other leasesPPAs classified as leasesTotalOther leasesPPAs classified as leasesTotal
(dollars in thousands)
Operating lease cost$14,250$5,180$19,430$13,335$5,180$18,515
Variable lease cost5,956192,360198,3165,777192,360198,137
Sublease income(2,972)—(2,972)(2,972)—(2,972)
Total operating lease cost$17,234$197,540$214,774$16,140$197,540$213,680
Finance lease costs:
Amortization of right-of-use assets$446$23,870$24,316$—$23,870$23,870
Interest on lease liabilities2241,02041,042—41,02041,020
Total finance lease cost$468$64,890$65,358$—$64,890$64,890
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.