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Edison International 8-K Report, Corporate Update (Nov 20, 2025)

Reports
Other Events·Exhibits & Filings
Filing Date
Filed November 20, 2025
Period End
November 20, 2025
Security
EIX
In the record · 2016–202610-K1110-Q348-K186

EIX filed 11 annual reports (10-K), 34 quarterly reports (10-Q) and 186 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Feb ’18Feb ’18
  2. Material agreement8-K · May ’20May ’20
  3. Material agreement8-K · Nov ’22Nov ’22
  4. Leadership change8-K · Feb ’25Feb ’25

Summary

Summary of the 8-K filed November 20, 2025. Cited figures are marked; the original filing is the authoritative source.

Edison International (EIX) has commenced cash tender offers to purchase any and all of its outstanding 5.00%a Series B and 5.375% Series A Fixed-Rate Reset Cumulative Perpetual Preferred Stock.

The Series B offer price is $995b per $1,000 liquidation preference, a 0.5% discount to par, while the Series A offer price is $1,000 per $1,000 liquidation preference, equal to par. Both prices are plus accrued dividends up to the settlement date. The offers expire December 19, 2025 at 5:00 p.m.

New York time unless extended or terminated earlier, and holders may withdraw tendered securities until expiration. The aggregate liquidation preference outstanding is approximately $503.5 millionc for Series B and $1,159.3 million for Series A, about $1.66 billion in total. At the stated offer prices, the maximum cash consideration before accrued dividends is roughly $1.66 billion.

Edison International expects to fund the purchases and related fees and expenses with cash on hand. The filing does not state the strategic rationale for the offers, and the 8-K does not disclose whether a specific purchase amount or minimum tender condition applies beyond the general conditions described in the Offer to Purchase. For investors, the key points are the scale of the potential cash outlay relative to the company's capital structure, the differing economics between the two series, and the fact that the Series B discount may make it less attractive for holders to tender, which could affect the amount actually repurchased.

Barclays, J.P. Morgan, Mizuho and Santander are acting as dealer managers, and Global Bondholder Services is the tender and information agent. Investors seeking full terms, including conditions, the settlement timeline and proration mechanics, should review the Schedule TO and Offer to Purchase filed with the SEC.

Key Highlights

  1. Cash tender offers launched for any and all outstanding Series B (5.00%) and Series A (5.375%) Fixed-Rate Reset Cumulative Perpetual Preferred Stock, expiring December 19, 2025 at 5:00 p.m. NYC time unless extended or terminated.
  2. Series B offer price is $995 per $1,000 liquidation preference (a discount to par), while Series A offer price is $1,000 per $1,000 liquidation preference (par), in each case plus accrued dividends to the settlement date.
  3. Aggregate liquidation preference outstanding is about $503.5 million for Series B (CUSIP 281020AT4) and $1,159.3 million for Series A (CUSIP 281020AS6), roughly $1.66 billion in total.
  4. At the stated offer prices, maximum cash consideration is roughly $1.66 billion before accrued dividends, funded with cash on hand.
  5. Tendered securities may be validly withdrawn at any time on or before the expiration date.
  6. The offers are subject to satisfaction or waiver of conditions described in the Offer to Purchase dated November 20, 2025; the 8-K does not state the strategic purpose of the offers.
  7. Barclays, J.P. Morgan, Mizuho and Santander are dealer managers; Global Bondholder Services is tender and information agent.

Frequently Asked Questions

  1. Why is Edison International offering to buy back its preferred stock?

    The 8-K and press release do not state the rationale for the offers. Investors should review the Offer to Purchase and Schedule TO filed with the SEC for any stated purpose.

  2. Why would a Series B holder tender at $995 when the liquidation preference is $1,000?

    The Series B offer price is $995 per $1,000 liquidation preference, which is below par. Holders would receive accrued dividends in addition to that price, so tendering may still be attractive to some holders, depending on their own valuation and alternatives. Because the discount is small, participation may be limited relative to the Series A offer at par.

  3. How much cash could Edison International need to pay for these tenders?

    If all outstanding shares of both series are tendered, the cash cost at the offer prices would be about $1.66 billion before accrued dividends (roughly $500.9 million for Series B and $1,159.3 million for Series A). The company expects to pay with cash on hand, and actual amounts depend on how many shares are tendered and accepted.

  4. When must holders act, and can they change their minds?

    Tenders must be made by 5:00 p.m. New York City time on December 19, 2025, unless the offers are extended or terminated. Tendered securities may be validly withdrawn at any time on or before the expiration date, following the procedures in the Offer to Purchase.