Material Agreement, Financial Obligation (Form 8-K)

Item 1.01Entry into a Material Definitive Agreement

On December 23, 2025, Edison International entered into a Term Loan Credit Agreement (the "Term Loan Agreement") with the lenders named therein and Wells Fargo Bank, National Association, as Administrative Agent. The Term Loan Agreement provides for a $900 million term loan that matures on December 22, 2026. The term loan may be prepaid in whole or in part at any time without any premium or penalty. Edison International expects to use the proceeds of the term loan for general corporate and working capital purposes which may include the repayment of debt. The term loan bears interest at either an adjusted term SOFR plus a margin of 1.25% or a base rate plus a margin of 0.25%. The Term Loan Agreement contains customary representations and warranties, covenants and events of default and has one financial covenant, requiring that Edison International maintain at the end of each quarter a ratio of consolidated total recourse indebtedness to consolidated capital at a level that does not exceed 0.70 to 1.0.

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The lenders that are a party to the Term Loan Agreement or their affiliates have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending and/or commercial banking services for Edison International and certain of its subsidiaries and affiliates, for which service they have in the past received, and may in the future receive, customary compensation and reimbursement of expenses. In addition, each of the lenders party to the Term Loan Agreement are currently lenders under the $1.5 billion revolving credit facility of Edison International and the $3.35 billion revolving credit facility of its subsidiary, Southern California Edison.

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The foregoing descriptions are qualified in their entirety by reference to the full text of the Term Loan Agreement, filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

See Item 1.01.