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HEI - Hawaiian Electric Industries Inc.

07/31/2026 | Press release | Distributed by Public on 07/31/2026 14:10

Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.
On July 27, 2026, Hawaiian Electric Company, Inc. (Hawaiian Electric) and Kalaeloa Partners L.P. (Kalaeloa), entered into a Power Purchase Agreement for Firm Capacity Renewable Dispatchable Generation (New PPA). The New PPA will govern the purchase and sale of electric energy between Kalaeloa and Hawaiian Electric following the termination of the Amended and Restated Power Purchase Agreement for Firm Renewable Dispatchable Capacity and Energy dated October 2021 (Amended and Restated PPA), which is expected to occur in early 2033. Kalaeloa owns its LSFO-fired combined-cycle electrical cogeneration facility pursuant to the Amended and Restated PPA and under the New PPA, seeks to repower the firm capacity facility to allow fuel flexibility and provide the capability to produce electrical energy that qualifies as renewable energy under the Hawaii Renewable Portfolio Standards Law.1
The New PPA provides for 208 megawatts (MW) of firm capacity for a term of 30 years following the commercial operation date. The fixed capacity charge is reduced to $93/kilowatt (kW) per year for the full 208 MW, compared to $100/kW per year for the full 208 MW under the Amended and Restated PPA. In addition, the pricing and structure for operations and maintenance charges under the Amended and Restated PPA were updated in the New PPA with a variable operations and maintenance charge of $0.004/kilowatt-hour (kWh) (in 2023 dollars), escalating with the gross domestic product implicit price deflator (GDPIPD); a fixed operations and maintenance charge of $96/kW per year (in 2023 dollars), escalating with GDPIPD, for 208 MW; and an overhaul component charge of $300/hour (in 2023 dollars) for each hour that each combustion turbine generation unit is operated, plus the number of times that each combustion turbine starts multiplied by 20 during the calendar month, escalating with GDPIPD.
Similar to the Amended and Restated PPA, the New PPA includes provisions that (i) include performance standards to encourage reliability of the facility, (ii) require Kalaeloa to provide operating period security, (iii) require Kalaeloa to conduct certain community engagement and outreach activities, and (iv) require Kalaeloa to implement cybersecurity policies and standards.
Subject to limited exceptions, the effectiveness of the New PPA is subject to the satisfaction of certain conditions, including the issuance by the Public Utilities Commission of the State of Hawaii (PUC) of an order approving the New PPA that is acceptable to Hawaiian Electric. Upon satisfaction of all such conditions, the New PPA will become effective. Prior to that time, the New PPA may be declared null and void by (A) either party if (i) PUC approval is not received, under certain conditions, within 12 months of submittal of the application for approval to the PUC, (ii) non-appealable PUC approval is not received, under certain conditions, within 24 months in the event of an appeal, or (iii) the request for PUC approval is denied; or (B) Hawaiian Electric if Kalaeloa breaches any of its representations, warranties or covenants, and such breach, in Hawaiian Electric's reasonable judgment, either has a material adverse effect on Kalaeloa's ability to perform under the New PPA or materially increases Hawaiian Electric's operational, financial or reputational risk associated with the New PPA.
The foregoing description of the New PPA is a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the New PPA, which will be filed as an exhibit to the registrant's Quarterly Report on Form 10-Q for the quarter ending September 30, 2026.
HEI and Hawaiian Electric intend to continue to use HEI's website, www.hei.com, as a means of disclosing additional information. Such disclosures will be included on HEI's website in the Investor Relations section. Accordingly, investors should routinely monitor such portions of HEI's website, in addition to following HEI's and Hawaiian Electric's press releases, HEI's, Hawaiian Electric's Securities and Exchange Commission (SEC) filings and HEI's public conference calls and webcasts. The
1 Hawaii Revised Statutes Sections 269-91 through 269-95.
1
information on HEI's website is not incorporated by reference in this document or in HEI's and Hawaiian Electric's SEC filings unless, and except to the extent, specifically incorporated by reference. Investors may also wish to refer to the PUC website at dms.puc.hawaii.gov/dms in order to review documents filed with and issued by the PUC. No information on the PUC website is incorporated by reference in this document or in HEI's and Hawaiian Electric's other SEC filings.
HEI - Hawaiian Electric Industries Inc. published this content on July 31, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on July 31, 2026 at 20:10 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]