Form 8-K - Current report

falseUS0000065984CHX12/3100000659842024-12-122024-12-120000065984exch:XNYS2024-12-122024-12-120000065984exch:XCHI2024-12-122024-12-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

December 12, 2024

Entergy Corporation

(Exact name of registrant as specified in its charter)

Delaware

1-11299

72-1229752

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

639 Loyola Avenue, New Orleans, Louisiana

70113

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code

[phone]

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

Title of Class			Trading Symbol			Name of Each Exchange on Which Registered
Common Stock, $0.01 Par Value			ETR			New York Stock Exchange
Common Stock, $0.01 Par Value			ETR			NYSE Chicago, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

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Item 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 31, 2024, Entergy Corporation (the “Company”) announced a two-for-one forward stock split (the “Stock Split”) of the Company’s issued common stock, to be effected through the filing of an amendment to the Company’s Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware. On December 11, 2024, the Company filed the Amendment to effect the Stock Split and proportionately increase the number of shares of the Company’s authorized common stock from 499,000,000 shares to 998,000,000 shares. The Amendment, which became effective at 5:00 p.m. Eastern Time on December 12, 2024, is filed as Exhibit 3.1 to this Current Report on Form 8-K. Trading is expected to commence on a split-adjusted basis at market open on December 13, 2024.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description
3.1			Amendment to Restated Certificate of Incorporation of Entergy Corporation
104			Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Entergy Corporation
			By:     /s/ Marcus V. Brown
			Marcus V. Brown Executive Vice President and General Counsel
Dated: December 12, 2024

Exhibit 3.1

CERTIFICATE OF AMENDMENT TO THE

RESTATED

CERTIFICATE OF INCORPORATION

OF

ENTERGY CORPORATION

Entergy Corporation (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:

1.This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware (the “Certificate of Incorporation”).

2.Article Fourth, Section A of the Restated Certificate of Incorporation is hereby amended and restated in its entirety as follows:

The total number of shares of stock which the Corporation shall have authority to issue is 999,000,000 shares, of which 1,000,000 shares, no par value per share, shall be designated “Preferred Stock” and 998,000,000 shares, par value $.01 per share, shall be designated “Common Stock.” At 5:00 p.m., Eastern Time, on December 12, 2024 (the “Effective Time”), each share of Common Stock (and each fraction of a share) issued and outstanding, and each share of Common Stock (and each fraction of a share) held as treasury stock, in each case as of immediately prior to the Effective Time, shall automatically, without further action on the part of the Corporation or any holder of thereof, be subdivided and reclassified into two fully paid and nonassessable shares (or twice the number of fully paid and non-assessable fractions of a share, as applicable) of Common Stock, reflecting a 2:1 stock split.

3.This amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.

4.All other provisions of the Restated Certificate of Incorporation shall remain in full force and effect.

5.This Certificate of Amendment shall be effective at 5:00 p.m., Eastern Time, on December 12, 2024.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer on this 11th day of December, 2024.

ENTERGY CORPORATION

By:     /s/ Marcus V. Brown

Name:     Marcus V. Brown

Title:     Executive Vice President and General Counsel (Authorized Officer)

Document and Entity Information Document	Dec. 12, 2024
Written Communications	false
Amendment Flag	false
Entity File Number	1-11299
Document Type	8-K
Document Period End Date	Dec. 12, 2024
Registrant Name	Entergy Corporation
Entity Tax Identification Number	72-1229752
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	639 Loyola Avenue
Entity Address, City or Town	New Orleans
Entity Address, State or Province	LA
Entity Address, Country	US
Entity Address, Postal Zip Code	70113
City Area Code	504
Local Phone Number	576-4000
Central Index Key	0000065984
Entity Emerging Growth Company	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Current Fiscal Year End Date	--12-31
NEW YORK STOCK EXCHANGE, INC. [Member]
Title of 12(b) Security	Common Stock, $0.01 Par Value
Security Exchange Name	NYSE
Trading Symbol	ETR
NYSE CHICAGO, INC. [Member]
Title of 12(b) Security	Common Stock, $0.01 Par Value
Security Exchange Name	CHX
Trading Symbol	ETR

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