01—Abstract
Summary
Summary of the 8-K filed December 22, 2025. Cited figures are marked; the original filing is the authoritative source.
Edison International (NYSE: EIX) filed an 8-K on December 22, 2025 (signed December 19, 2025) to report the results and expiration of its cash tender offers for its 5.00%a Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series B and 5.375% Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series A.
The Offers expired December 19, 2025 at 5 p.m. New York time. Holders validly tendered $415.5 millionb aggregate liquidation preference of Series B preferred and $745.0 million of Series A preferred, and the company has accepted all such shares for purchase.
Settlement is expected on December 23, 2025. The tender consideration is $995c per $1,000 liquidation preference for Series B and $1,000 per $1,000 for Series A, plus accrued dividends through the settlement date. The Series B price is set below par, while the Series A price is at par, so the economics differ between the two series.
All offer conditions were satisfied or waived. Dealer managers were Barclays, J.P. Morgan, Mizuho and Santander, and Global Bondholder Services acted as tender and information agent.
For investors, the filing is primarily a capital structure event. Edison is retiring roughly $1.16 billiond of preferred equity in aggregate, which reduces the preferred stock layer and its fixed dividend obligations.
The filing does not disclose how the repurchases will be funded, so the balance-sheet impact depends on financing terms that are not included here. The 8-K also contains no earnings, guidance, or wildfire-related updates.
02—Key points
Key Highlights
- Tender offers for Series B (5.00%) and Series A (5.375%) preferred stock expired December 19, 2025, with all validly tendered shares accepted for purchase.
- Series B: $415.5 million aggregate liquidation preference tendered, at $995 per $1,000 preference plus accrued dividends.
- Series A: $745.0 million aggregate liquidation preference tendered, at $1,000 per $1,000 preference plus accrued dividends.
- Combined repurchases total roughly $1.16 billion of preferred equity, a meaningful reduction in the company's preferred stock layer.
- Settlement is expected December 23, 2025, and all offer conditions were satisfied or waived by the expiration date.
- The filing does not disclose funding sources for the purchases, which is a key open item for assessing leverage and interest cost impact.
- The 8-K contains no financial results, guidance, or wildfire-related updates; it is limited to the tender offer outcome.
03—Questions
Frequently Asked Questions
How much preferred stock did Edison International repurchase in the tender offers?
Holders validly tendered $415,517,000 aggregate liquidation preference of Series B preferred stock and $744,975,000 of Series A preferred stock. The company accepted all validly tendered shares, for a combined total of about $1.16 billion.
What price are holders receiving for their shares?
Series B holders receive $995 per $1,000 liquidation preference, a discount to par. Series A holders receive $1,000 per $1,000 liquidation preference, which is par. Both amounts are paid plus accrued dividends up to the settlement date.
When will the purchases settle?
Edison expects the settlement date to be December 23, 2025, when it will pay the aggregate purchase price for accepted shares.
Does this filing include any earnings or guidance changes?
No. The 8-K reports only the expiration and results of the tender offers, along with the press release and exhibit index. It contains no financial results, guidance, or operational updates.
How will the repurchases affect Edison's financial position?
Retiring this preferred equity removes fixed dividend obligations and reduces the preferred layer. The filing does not state how the purchases were funded, so the net effect on leverage and interest cost cannot be determined from this document alone.
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