Business Context and Reporting Period
This Form 8-K Current Report, dated March 16, 2026, is filed by Hawaiian Electric Industries, Inc. (HEI) and Hawaiian Electric Company, Inc. (Hawaiian Electric). The filing addresses the resolution of previously disclosed stockholder derivative actions through a Stipulation of Settlement entered into on December 31, 2025.
Key Financial Metrics
The filing does not report standard operating financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The primary financial disclosure relates to a specific settlement obligation:
- Settlement Payment: $100 million to be paid on behalf of individual defendants by the Company's insurers.
- Attorneys' Fees: Plaintiffs' counsel intends to request fees equal to 25% of the settlement proceeds, plus expenses not to exceed $475,000.
- Related Class Action Funding: $47.75 million of the anticipated $100 million settlement payment is designated to fund a separate securities class action settlement.
Material Changes and Events
The filing discloses the following material developments regarding the Derivative Actions:
- Settlement Agreement: A complete resolution of claims in the Hawaii Federal Action, Hawaii State Action, and California Federal Action was reached on December 31, 2025.
- Court Approval: On March 9, 2026, the United States District Court for the District of Hawaii issued a Preliminary Order granting preliminary approval of the settlement.
- Final Approval Hearing: A hearing for final approval is scheduled for May 28, 2026, at 10:00 a.m. HST.
- Objection Deadline: Stockholders must submit objections by May 7, 2026.
Guidance, Risks, and Contingencies
The settlement is contingent upon approval by the boards of directors of HEI and Hawaiian Electric, final court approval, and the entry of final judgment and dismissal orders. The agreement includes no admission of liability by the defendants, who will receive a customary full release of all claims. The filing notes that the $47.75 million portion allocated to the securities class action was preliminarily approved by the Northern District of California on March 3, 2026, with a final approval hearing set for August 13, 2026.
Investor Verification Checklist
- Verify the final court approval status of the $100 million derivative settlement at the May 28, 2026 hearing.
- Confirm the final determination of attorneys' fees and expenses, which could reduce the net settlement proceeds available to the company.
- Monitor the status of the related securities class action settlement, specifically the final approval hearing scheduled for August 13, 2026.
- Review the FY2025 10-K filed on February 27, 2026, for detailed disclosures regarding the $47.75 million allocation to the securities class action.