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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April 29, 2026​

Dear Fellow Shareholder:

On behalf of the Board of Directors of Hawaiian Electric Industries, Inc. (HEI), I invite you to attend the 2026 Annual Meeting of Shareholders (2026 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 2026 Annual Meeting, and include other details about the 2026 Annual Meeting, I wanted to highlight a few items:

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The meeting will be held on Thursday, June 11, 2026, 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 2026 Annual Meeting.

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For further details on HEI’s performance in 2025, 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:

HEI is entering a pivotal new chapter as a pure-play electric utility holding company. As we have transitioned from a diversified enterprise to one focused solely on our operating utility, the Board has actively engaged with management to provide steady oversight and to strengthen the company’s financial, operational, and risk foundations — so it can continue to serve Hawai’i safely, reliably, and affordably for generations to come.

Aligning Governance with Our Pure-Play Utility Focus

Following the divestiture of our non-utility businesses, the Hawai’i Public Utilities Commission approved regulatory changes that allow for a unified management team and shared board membership across HEI and Hawaiian Electric. With our governance structure aligned with our streamlined business model, we believe the company is well positioned to address the complex challenges facing our company and our state.

In connection with this integrated structure, we are nominating the current Hawaiian Electric Board members for election to the HEI Board at the upcoming annual meeting. This slate brings deep utility, financial, strategic, risk management, and leadership experience, along with local knowledge and perspective essential to oversight of a utility operating in Hawai’i’s unique cultural, geographic, and regulatory environment. We remain committed to ongoing review and thoughtful refreshment of our board composition to ensure the right mix of skills, experience, and judgment as the company’s needs evolve.

Board Oversight in a Changing Risk Landscape

The risk environment facing companies today changes at breakneck speed. Wildfires, extreme weather events — such as the storms that flooded many Hawai’i communities this spring, supply-chain constraints, affordability pressures, increasing electricity demand and cybersecurity threats, among other factors, are reshaping how we plan, invest, and operate.

Since 2023, a central focus of the Board’s work has been guiding the company through recovery from the Maui wildfires while strengthening resilience to future risks. A critical milestone along this path was the resolution of the wildfire tort litigation. Court approval of the settlement in April cleared the way for our first settlement payment, marking a meaningful step forward for affected families and communities, and for the company’s ability to move ahead with greater clarity.

The Board continues to oversee implementation of Hawaiian Electric’s wildfire safety strategy, including infrastructure hardening, enhanced operational practices, advanced monitoring technologies, and strengthened coordination with communities and emergency responders. Proactive risk management and continuous improvement will continue to be touchstones of our approach as we move forward.

Disciplined Financial Stewardship

Over the past year, HEI and Hawaiian Electric delivered solid financial results, reflecting the strength of our core utility business and our disciplined financial approach. In 2025, the companies generated $123 million in net income, or $0.71 per share. On a core basis, which reflects underlying operations by excluding expenses relating to the Maui wildfire and the Pacific Current divestment, earnings totaled $149 million, or $0.86 per share. A reconciliation of core and GAAP earnings can be found on Exhibit A.

The companies ended the year with significant balance-sheet strength, including $1.6 billion of liquidity, providing flexibility to support funding for the wildfire tort settlement while continuing to invest in critical utility infrastructure.

The companies continue to advance regulatory initiatives designed to support long-term financial strength, including an innovative rate-rebasing proposal developed collaboratively with stakeholders and currently under review by the Hawai’i Public Utilities Commission. Collectively, these efforts position the companies to sustain reliable access to capital, support needed investment in system safety and resilience, and maintain a strong financial foundation over the long term.

Looking Ahead

Our enterprise has made tremendous progress over the past couple of years. While significant work remains, we believe the company is stronger, more resilient, and better equipped to meet the needs of Hawai’i in the years ahead.

We thank our employees for their dedication, our communities for their partnership, and you — our shareholders — for your continued trust and support.

Aloha,

HEI Board of Directors

Admiral Thomas B. Fargo, Chair of the Board

Annual Report:

The 2025 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 2026 Annual Meeting of Shareholders and accompanying Proxy Statement.

Who Can Attend:

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 2026 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.

Date of Mailing:

On or about April 29, 2026, 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 2026 Annual Meeting.

By Order of the HEI Board of Directors,

Kurt K. Murao

Executive Vice President, General Counsel,

Chief Administrative Officer and Corporate Secretary

April 29, 2026

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