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): ~~May~~June 1511, ~~2023~~2024

PUGET SOUND ENERGY, INC.

A Washington Corporation

(Exact name of registrant as specified in its charter)

1-4393

355 110th Ave NE

Bellevue, WA 98004

91-0374630

(Commission

File Number)

(State of incorporation,

address of principal executive offices)

(I.R.S. Employer

Identification Number)

(425) 454-6363

(Telephone)

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))

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

Title of each class

Trading

symbol(s)

Name of each exchange

on which registered

N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

On ~~May 15~~June 11, ~~2023~~2024, Puget Sound Energy, Inc. ~~entered~~(“Puget ~~into~~Sound aEnergy”) ~~purchase~~consummated ~~agreement~~its public offering of $400,000,000 principal amount of 5.330% Senior Notes due June 15, 2034 (the “~~Purchase~~2034 ~~Agreement~~Senior Notes”) ~~with~~and ~~Barclays~~$400,000,000 ~~Capital~~principal ~~Inc.,~~amount Jof 5.P.685% ~~Morgan~~Senior ~~Securities~~Notes ~~LLC~~due ~~and~~June 15, ~~Scotia~~2054 ~~Capital~~ (~~USA)~~the ~~Inc.,~~“2054 Senior Notes” and, ~~each~~together ofwith the ~~other~~2034 ~~underwriters~~Senior ~~named~~Notes, inthe ~~Schedule~~“Senior ANotes”) ~~thereto~~pursuant ~~(collectively~~to a purchase agreement dated June 4, 2024 (the “~~Underwriters~~Purchase Agreement”) inwith ~~connection~~BofA ~~with~~Securities, ~~the~~Inc., ~~public~~Mizuho ~~offering~~Securities byUSA ~~Puget~~LLC, ~~Sound~~MUFG ~~Energy~~Securities ofAmericas ~~$400~~Inc.,~~000~~ and U.S. Bancorp Investments,~~000~~ ~~principal~~Inc., ~~amount~~and each of ~~5.448%~~the ~~Senior~~other ~~Notes~~underwriters ~~due~~named ~~June~~in 1,Schedule ~~2053~~A thereto (collectively, the “~~Senior Notes~~Underwriters”). The Senior Notes ~~are~~were ~~to be~~ issued under an Indenture dated as of December 1, 1997, as supplemented by a Fifth Supplemental Indenture thereto, dated as of May 23, 2018, between the Company and U.S. Bank National Association, as trustee. Puget Sound Energy intends to use the proceeds from the issuance toof ~~fund~~the ~~new~~2034 orSenior ~~existing~~Notes ~~eligible~~to ~~projects~~pay ~~under~~down ~~Puget~~its ~~Energy,~~outstanding ~~Inc.’s~~commercial ~~new~~paper ~~Sustainable~~and ~~Financing~~for ~~Framework.~~general ~~The~~corporate ~~issuance~~purposes and ~~sale~~from the issuance of the 2054 Senior Notes to ~~the~~fund ~~underwriters~~new isor ~~expected~~existing toeligible ~~close,~~projects ~~subject~~under toPuget ~~standard closing conditions~~Energy, onInc.’s ~~May~~Sustainable ~~18,~~Financing ~~2023~~Framework.

The Senior Notes were registered pursuant to a registration statement (Registration No. 333-266649) on Form S-3 under the Securities Act of 1933 that Puget Sound Energy filed on August 8, 2022 and that was declared effective by the U.S. Securities and Exchange Commission (the “Commission”) on August 23, 2022 (the “Registration Statement”). The Registration Statement was supplemented by a Prospectus Supplement setting forth the terms of the Senior Notes that Puget Sound Energy filed with the Commission on ~~May 15~~June 4, ~~2023~~2024.

Initially, each of the 2034 Senior Notes and the 2054 Senior Notes will be secured by a respective series of Puget Sound Energy’s electric utility first mortgage bonds, referred to as “Pledged First Mortgage Bonds,” which are secured by the Company’s electric utility property. The Pledged First Mortgage Bonds ~~will~~were be issued under the Company’s First Mortgage, dated as of June 2, 1924, as supplemented by a Ninety-Second Supplemental Indenture thereto, dated as of May 1, 2013, between the Company and U.S. Bank National Association, as trustee.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 1.1 to this Report.

Perkins Coie LLP, counsel to Puget Sound Energy, has issued an opinion, dated June 11, 2024, regarding the legality of the Senior Notes. A copy of the opinion as to legality is filed as Exhibit 5.1 hereto.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits

ExhibitNumber	Description	~~Description~~
1.1	Purchase Agreement dated June 4, 2024, between Puget Sound Energy, Inc. BofA Securities, Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., and U.S. Bancorp Investments, Inc., and each of the other underwriters named in Schedule A thereto.	Purchase Agreement dated May 15, 2023, between Puget Sound Energy, Inc. Barclays Capital Inc., J.P. Morgan Securities LLC and Scotia Capital (USA) Inc. and each of the other underwriters named in Schedule A thereto.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
5.1	Opinion of Perkins Coie LLP.
23.1	Consent of Perkins Coie LLP (included in Exhibit 5.1 hereto).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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

PUGET SOUND ENERGY, INC.

~~PUGET SOUND ENERGY, INC.~~

Dated: May 18, 2023

By:

/s/ Cara Peterman

Dated: June 11, 2024

By:

/s/ Jamie Martin

Name:

Jamie Martin

~~Name:~~

~~Cara Peterman~~

Title:

Senior Vice President and Chief Financial Officer

~~Title:~~

~~Corporate Treasurer~~

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