UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported)

June 29, 2022

Entergy Mississippi, LLC

(Exact name of registrant as specified in its charter)

Texas

1-31508

83-1950019

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)

308 East Peal Street, Jackson, Mississippi

39201

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code

(601) 368-5000

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

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 12, 2023

Entergy Mississippi, LLC

(Exact name of registrant as specified in its charter)

Texas

1-31508

83-1950019

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


308 East Pearl Street, Jackson, MS		39201
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (601) 368-5000

(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 (see General Instruction A.2. below):

☐	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))

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

Title of Class		TradingSymbol		Name of Each Exchangeon Which Registered
Title of each class	Trading Symbol(s)		Name of each exchange on which registered
Mortgage Bonds, 4.90% Series due October 2066	EMP	~~EMP~~	New York Stock Exchange	~~New York Stock Exchange~~

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. ☐

Item 28.0301 ~~Creation~~Other ~~of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~Events.

On ~~June 29~~May 9, ~~2022~~2023, Entergy Mississippi, LLC (the “Company”), ~~as borrower,~~ entered into ~~the~~an ~~term~~Underwriting ~~loan~~Agreement ~~credit~~for ~~agreement (~~the ~~“Credit~~sale ~~Agreement”), dated as~~ of ~~June 29~~$300, ~~2022~~000,000 ~~among~~aggregate ~~the~~principal ~~Company,~~amount asof ~~borrower,~~its ~~the~~First ~~lenders~~Mortgage ~~from~~Bonds, ~~time~~5.0% toSeries ~~time~~due ~~party~~September 1, ~~thereto~~2033 ~~and The Bank of Nova Scotia~~ (the “~~Scotia~~Bonds”)~~, as Administrative Agent~~. The ~~Credit~~sale ~~Agreement~~of ~~provided~~ the ~~Company~~Bonds ~~with~~closed aon ~~$150~~May 12, ~~million~~2023. ~~unsecured~~The ~~term~~Bonds ~~loan~~were ~~(the~~offered ~~“Term~~pursuant ~~Loan”),~~to ~~which~~the ~~matures~~Company’s ~~and~~Registration isStatement ~~payable~~ on ~~December~~Form ~~29,~~S-3 ~~2023~~(No. ~~The~~ ~~Term~~333-266624-03), ~~Loan~~which ~~may~~became beeffective ~~prepaid~~upon ~~by the Company without a prepayment premium~~filing.

Borrowings under the Term Loan bear interest at a variable interest rate reflecting either (A) a spread over term SOFR for either a one month period or a three month period or (B) Base Rate. Base Rate is equal to the greater of (i) Scotia’s prime commercial lending rate, (ii) the federal funds rate plus ½ of 1%, or (iii) SOFR for the interest period of one month plus 1.10%.

The Credit Agreement contains certain customary covenants, including restrictions on the Company’s pledging its assets and on certain asset sales. It also contains a covenant that requires the Company to maintain a consolidated debt ratio of 65% or less of its total capitalization. The Term Loan bears interest at a variable interest rate payable either monthly or quarterly on the last day of each of March, June, September and December, and the Company paid certain fees in connection with its entry into the Term Loan. The Company’s obligations under the Credit Agreement may be accelerated upon an event of default, which includes non-payment of principal or interest, breach of representation or warranty, breach of covenant, cross-default, bankruptcy, material judgments, certain ERISA events, the occurrence of a change of control with respect to the Company, where Entergy Corporation (“Entergy”) ceases to own, directly or indirectly, at least 80% of the Company’s common equity, and the occurrence of certain change of control events with respect to Entergy.

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety be reference to the Credit Agreement filed as Exhibit 4.1 to this Current Report on Form 8-K.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
ExhibitNo.	Description of Exhibit
4.1		Term Loan Credit Agreement dated as of June 29, 2022, among Entergy Mississippi, LLC, as Borrower, the lenders from time to time party thereto, and The Bank of Nova Scotia, as Administrative Agent.
4.73	Forty-first Supplemental Indenture establishing the terms of the Bonds.
104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.
5.08	Opinion of Morgan, Lewis & Bockius LLP with respect to the Bonds.
5.09	Opinion of Jennings, Strouss & Salmon, P.L.C. with respect to the Bonds.
23.09	Consent of Morgan, Lewis & Bockius LLP with respect to its Opinion relating to the Bonds (included in Exhibit 5.08).
23.10	Consent of Jennings, Strouss & Salmon, P.L.C. with respect to its Opinion relating to the Bonds (included in Exhibit 5.09).
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

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 Mississippi, LLC~~	Entergy Mississippi, LLC
	~~(Registrant)~~	(Registrant)
Date: July 5, 2022
Date: May 12, 2023
	/s/ Kimberly A. Fontan
		/s/ Barrett E. Green
	(Signature)Kimberly A. FontanSenior Vice President and Chief Accounting Officer
		(Signature) Barrett E. Green Vice President and Treasurer

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