HAWAIIAN ELECTRIC INDUSTRIES INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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Hawaiian Electric Industries, Inc.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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March 28, 2025​

Dear Fellow Shareholder:

On behalf of the Board of Directors of Hawaiian Electric Industries, Inc. (HEI), I invite you to attend the 2025 Annual Meeting of Shareholders (2025 Annual Meeting) of HEI.

While the Notice of Annual Meeting of Shareholders and Proxy Statement that accompany this letter describe the business to be conducted at the 2025 Annual Meeting, and include other details about the 2025 Annual Meeting, I wanted to highlight a few items:

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The meeting will be held on Monday, May 12, 2025 at 10:00 a.m., Hawai‘i time. To increase shareholder access and reduce the expenses associated with holding an in-person meeting, we will conduct our annual meeting virtually, entirely via live audio webcast. You will be able to listen to the official meeting, submit questions and vote your shares from any location with an Internet connection. Please see the accompanying Proxy Statement for more information on how to participate.

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Your vote is very important. Whether or not you attend the meeting, and no matter how many shares you own, it is important that your views be represented. Please vote by signing and returning your proxy card or by using telephone or internet voting. Instructions on how to vote are detailed in the “Voting Procedures” section of the Proxy Statement. Please note that you will need to retain the control number printed on your proxy card to attend the virtual 2025 Annual Meeting.

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For further details on HEI’s performance in 2024, please see my letter in the accompanying Annual Report, as well as the attached letter from our Board of Directors.

The Board of Directors and management team of HEI would like to express our appreciation to you for your confidence and support.

Aloha,

Scott W. H. Seu

President and Chief Executive Officer

A Message from Our Board of Directors

Dear Fellow Shareholder:

2024 was a pivotal year for our HEI family of companies. We made major strides in strengthening HEI’s financial health, reducing wildfire risk and simplifying our enterprise so we can best serve our customers and communities for the long term.

Commitment to Our Mission

Since the August 2023 windstorm and wildfires, our companies have navigated the most complicated, challenging time in HEI’s history. Among the most critical roles of the board and senior leadership — particularly in times of significant change and uncertainty — is to ensure we keep the organization focused on our core mission and long-term goals. This has meant grounding our decisions and our oversight responsibilities in what is needed to ensure the company can deliver on its commitment to serving our communities with safe, reliable, resilient and affordable electricity.

Rebuilding Financial Strength

Delivering on our mission requires us to have the financial strength to invest in wildfire safety, reliable generation and resilient transmission and distribution systems. We made significant progress in shoring up our financial position in 2024, including:

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Entering into a global settlement with six other defendants for the Maui wildfire tort litigation. Once fully approved, the settlement will provide financial support for those who suffered loss in the Maui wildfires, while improving our company’s financial stability.

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Securing funding for the first settlement payment through an equity offering in the third quarter of 2024.

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Selling American Savings Bank, creating flexibility for how we fund future settlement payments and other needs.

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By taking these and many other steps to enhance liquidity throughout the year, we ended 2024 on much stronger financial footing.

Strengthening Wildfire Safety and Resilience

Safety is the foundation of our customer mission. Over the past year, Hawaiian Electric has rapidly advanced efforts to reduce the risk of wildfires. In 2024, this work included investing approximately $120 million in wildfire safety improvements, launching a Public Safety Power Shutoff program, testing and replacing thousands of utility poles, upgrading miles of overhead power lines, clearing intrusive vegetation near electrical equipment and installing weather stations and AI-assisted high-definition video cameras across service territories. We are proud of the work our teams are doing to advance these important initiatives, which will strengthen Hawai‘i’s resilience and safety in the face of increasingly severe weather events.

In 2024, Hawaiian Electric Company, Inc. (Hawaiian Electric or the Utility) also continued its efforts to enhance resilience, reduce carbon emissions and increase energy security through expanding the use of renewables on the utility’s grid. The Utility achieved a 36% renewable portfolio standard in 2024, up from 33% in 2023, keeping Hawaiian Electric on track to reach its interim goal of 40% renewable energy by 2030. The Utility was able to achieve 36% renewable energy while reducing customer rates, with the average residential bill decreasing 7% in 2024.

Simplifying Our Focus

We also took an important step to streamline our HEI enterprise strategy and enhance our focus on our core Utility business. After evaluating numerous paths forward for the bank and considering a range of factors — including transaction certainty, net proceeds, regulatory considerations and potential stakeholder impacts — we determined that selling American Savings Bank (ASB) to independent investors was the right next step for our companies and the people we serve. The sale provided proceeds that strengthened our financial flexibility and also had the benefit of continuing ASB’s strong tradition of service for Hawai‘i customers and support for our communities.

Looking Ahead

As a Board, we are proud of what our talented teams across the HEI family of companies accomplished in 2024. The actions the Board and management team took over the last year have laid the foundation for success in delivering on our customer mission and providing long-term value for shareholders.

On behalf of the Board, I thank you for your continued investment, confidence and support as we navigate a path toward a resilient and sustainable future for our company, our customers and communities, and our shareholders.

Aloha,

HEI Board of Directors

Admiral Thomas B. Fargo, Chair of the Board

The 2024 Annual Report to Shareholders, which is not part of the proxy solicitation materials, has been mailed or made available electronically to shareholders, along with this Notice of 2025 Annual Meeting of Shareholders and accompanying Proxy Statement.

Shareholders of record as of the close of business on the record date are entitled to receive notice of, attend, submit questions and vote at the 2025 Annual Meeting. To attend the virtual meeting via the internet, you must have the 16-digit control number printed on the Notice of Internet Availability, on your proxy card, or if your shares are held in street name, in the proxy materials sent to you by your broker or other holder of record.

On or about March 28, 2025, these proxy materials and annual report are being mailed or made available to shareholders.

How To Vote Your Shares

Your vote is important. Please vote as soon as possible by one of the methods shown below. Make sure to have your proxy card, voting instruction form, or notice of Internet availability in hand and follow the instructions. Shareholders of record may appoint proxies and vote their shares in one of four ways:

Shareholders whose shares are held by a bank, broker or other financial intermediary (i.e., in “street name”) should follow the voting instruction card provided by such intermediary.

Any proxy may be revoked in the manner described in the “Voting Procedures — Changing your vote” section of the accompanying Proxy Statement. It is important that you vote your shares. To ensure that your shares are voted, please follow the instructions on the proxy card to either complete and return the proxy card or vote by telephone or over the Internet. Mailing your proxy card or voting by telephone or over the Internet does not preclude you from changing your vote online during the 2025 Annual Meeting.

By Order of the HEI Board of Directors,

Kurt K. Murao

Executive Vice President, General Counsel,

Chief Administrative Officer and Corporate Secretary

March 28, 2025

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