UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2026

Commission File Number: 001-42631

 

 

Emera Incorporated

(Exact name of registrant as specified in its charter)

 

 

5151 Terminal Road

Halifax NS B3J 1A1

Canada

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐   Form 40-F ☒

 

 
 

EXHIBIT INDEX

 

Exhibit No.    Description
99.1    Form 52-109F1 Certification of Annual Filings by the Chief Executive Officer
99.2    Form 52-109F1 Certification of Annual Filings by the Chief Financial Officer
99.3    Emera Incorporated Earnings Coverage Ratio for the Twelve Months Ended December 31, 2025
99.4    Emera Incorporated Media Release dated February 23, 2026

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, thereunto duly authorized.

 

    EMERA INCORPORATED
Date: February 23, 2026     By:  

/s/ Brian C. Curry

      Name: Brian C. Curry
      Title: Corporate Secretary

Exhibit 99.1

FORM 52-109F1

CERTIFICATION OF ANNUAL FILINGS

FULL CERTIFICATE

I, Scott Balfour, President and Chief Executive Officer of Emera Inc., certify the following:

 

1.

Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Emera Inc., (the “issuer”) for the financial year ended December 31, 2025.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

 

4.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end

 

  a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

  i.

material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and

 

  ii.

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

  b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Internal Control – Integrated Framework.

 

5.2

N/A

5.3

Limitation on scope of design: The issuer has disclosed in its annual MD&A

 

  a.

the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of:

 

  i.

a proportionately consolidated entity in which the issuer has an interest;

 

  ii.

a special purpose entity in which the issuer has an interest; or

 

  iii.

a business that the issuer acquired not more than 365 days before the issuer’s financial year end; and

 

  b.

summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer’s financial statements

 

6.

Evaluation: The issuer’s other certifying officer(s) and I have

 

  a.

evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and

 

  b.

evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A

 

  i.

our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and

 

  ii.

N/A

 

7.

Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on October 1, 2025 and ended on December 31, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

8.

Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR.

Date: February 23, 2026

“Scott Balfour”

                

Scott Balfour

President and Chief Executive Officer

Exhibit 99.2

FORM 52-109F1

CERTIFICATION OF ANNUAL FILINGS

FULL CERTIFICATE

I, Jared Green, Chief Financial Officer of Emera Inc., certify the following:

 

1.

Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Emera Inc., (the “issuer”) for the financial year ended December 31, 2025.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

 

4.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end

 

  a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

  i.

material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and

 

  ii.

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

  b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Internal Control – Integrated Framework.

 

5.2

N/A

5.3

Limitation on scope of design: The issuer has disclosed in its annual MD&A

 

  a.

the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of:

 

  i.

a proportionately consolidated entity in which the issuer has an interest;

 

  ii.

a special purpose entity in which the issuer has an interest; or

 

  iii.

a business that the issuer acquired not more than 365 days before the issuer’s financial year end; and

 

  b.

summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer’s financial statements

 

6.

Evaluation: The issuer’s other certifying officer(s) and I have

 

  a.

evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and

 

  b.

evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A

 

  i.

our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and

 

  ii.

N/A

 

7.

Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on October 1, 2025 and ended on December 31, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

8.

Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR.

Date: February 23, 2026

“Jared Green”

 

Jared Green

Chief Financial Officer

Exhibit 99.3

Emera Incorporated

Earnings Coverage Ratio

Pursuant to Section 8.4 of National Instrument 44-102, this updated calculation of the earnings coverage ratio is filed as an exhibit to the consolidated financial statements of Emera Incorporated (“Emera”) for the year ended December 31, 2025.

The following earnings coverage ratio is calculated on a consolidated basis for the year ended December 31, 2025.

 

     Year ended
December 31, 2025		  

Earnings Coverage (1)

      1.89  

 

(1) 

Earnings coverage is equal to consolidated net income attributable to common shareholders plus: income taxes, interest on debt, amortization of debt financing costs, allowance for funds used during construction and preferred share dividends declared during the period together with undeclared preferred share dividends, if any, divided by the sum of interest on debt, amortization of debt financing costs, allowance for funds used during construction, capitalized interest and preferred dividends grossed up to a before-tax equivalent using an effective tax rate of 29.0 per cent.

Emera’s dividend requirements on all of its preferred shares, grossed up to a before-tax equivalent using an effective income tax rate of 29.0 per cent, amounted to $106 million for the year ended December 31, 2025. Emera’s interest requirements for the year ended December 31, 2025 amounted to $1,062 million. Emera’s consolidated income before interest and income tax for the year ended December 31, 2025 was $2,203 million, which is 1.89 times Emera’s aggregate preferred dividends and interest requirements for this period.

Exhibit 99.4

 

LOGO

Emera Reports 2025 Fourth Quarter Financial and Annual Financial Results, Extends Growth Target

HALIFAX, Nova Scotia – Today, February 23, 2026, Emera Inc. (“Emera”) (TSX/NYSE: EMA) reported 2025 fourth quarter and annual financial results1.

Highlights

 

  •  

Delivered record annual adjusted earnings per share2 (“EPS”) of $3.49 for 2025, a 19% year-over-year increase, and annual reported EPS of $3.39.

 

  •  

For the first time, reported more than $1 billion in annual adjusted net income2, with 2025 adjusted net income2 of $1.045 billion and reported net income of $1.014 billion.

 

  •  

Executed largest ever annual capital plan of $3.6 billion, driving 8% rate base growth year-over-year.

 

  •  

Extended average adjusted EPS2 growth target of 5-7%3 through 2030.

“Without question, 2025 was a strong year for Emera,” said Scott Balfour, President and CEO of Emera Inc. “For the first time, we exceeded $1 billion in annual adjusted net income and saw a 19% increase in average adjusted EPS2 over 2024. We are making disciplined, strategic investments in the business at historic levels, strengthening the essential infrastructure our customers rely on. Every dollar invested is paced with care—balancing customer affordability with the long-term reliability, resilience and value our stakeholders expect.”

Extension of Average Adjusted EPS1 Growth Target

Emera is extending its average adjusted EPS2 growth target of 5-7%3 through 2030. This decision highlights the company’s commitment to driving long-term shareholder value, including through focused investments in the robust and high growth jurisdictions in which it operates.

2025 Financial Results

2025 adjusted net income2 was $1.045 billion, or $3.49 per common share, compared with $849 million, or $2.94 per common share in 2024. The increase in 2025 adjusted net income2 was primarily due to increased earnings at Tampa Electric (“TEC”), Emera Energy Services (“EES”) and New Mexico Gas Company (“NMGC”). These were partially offset by the impact of the sale of Emera’s interest in the Labrador Island Link (“LIL”) which contributing earnings in early 2024 before its sale, lower earnings at Nova Scotia Power (“NSPI”) and higher Corporate costs.

 

1

LOGO

 

2025 reported net income was $1.014 billion, or $3.39 per common share, compared with a reported net income of $494 million, or $1.71 per common share in 2024. The increase in 2025 reported net income included a $41 million mark-to-market (“MTM”) gain, after-tax, compared to a $291 million MTM loss, after-tax in 2024, and $72 million in charges related to the pending sale of NMGC, after-tax. Reported net income for 2024 included a $129 million gain, after tax and transaction costs, on the sale of Emera’s equity interest in LIL, a $58 million tax benefit related to a specific financing structure and its wind-up, $225 million in charges to goodwill related to the pending sale of NMGC, after-tax and $26 million in charges related to wind-down costs and certain asset impairments after-tax.

For the year ended December 31, 2025, the impact of a weaker CAD on US denominated earnings increased adjusted net income2 by $13 million and increased reported net income by $49 million, compared to the same period in 2024. Impacts of the changes in the translation of the CAD include the impacts of Corporate FX hedges used to mitigate translation risk of USD earnings in the Other segment.

Q4 2025 Financial Results

Q4 2025 adjusted net income2 was $167 million, or $0.55 per common share, compared to $246 million, or $0.84 per common share, in Q4 2024. The decrease was primarily due to decreased earnings at NSPI and NMGC, reduced tax recoveries, and unfavourable weather at Tampa Electric, partially offset by increased earnings at EES.

Q4 2025 reported net income was $68 million, or $0.23 per common share, compared to net income of $154 million, or $0.52 per common share, in Q4 2024, primarily due to lower adjusted net income as described above, partially offset by a $47 million decrease in MTM losses, after-tax. Q4 2024 reported net income also included a $58 million tax benefit related to a specific financing structure and its wind-up and a $22 million tax benefit related to the incremental gain on sale of LIL, partially offset by $26 million in charges related to wind-down costs and certain asset impairments.

In Q4 2025 the translation impact of a stronger CAD on USD denominated earnings decreased adjusted net income2 by $3 million and decreased reported net income by $3 million, compared to the same period in 2024.

 

(1)

Financial information is presented in Canadian dollars unless otherwise specified.

 

(2)

See “Non-GAAP Financial Measures and Ratios” noted below and “Segment Results and Non-GAAP Reconciliation” below for reconciliation to nearest USGAAP measure.

 

(3)

Adjusted EPS growth guidance continues to use 2024 as base year.

 

2

LOGO

 

Segment Results and Non-GAAP Reconciliation

 

For the   

Three months ended

December 31

     

Year ended

December 31

  

millions of Canadian dollars (except per share amounts)

    2025      2024      2025      2024  

Adjusted net income 1,2

            

Florida Electric Utility

    $ 119      $ 120      $ 845        644  

Canadian Electric Utilities

      31        77        182        232  

Gas Utilities and Infrastructure

      76        87        276        267  

Other Electric Utilities

      15        21        43        48  

Other3

      (74 )       (59 )       (301 )       (342 ) 
  

 

 

     

 

 

     

 

 

     

 

 

  

Adjusted net income1,2

    $ 167      $ 246      $ 1,045      $ 849  
  

 

 

     

 

 

     

 

 

     

 

 

  

MTM (loss) gain, after-tax 4

      (99 )       (146 )       41        (291 ) 

Charges related to the pending sale of NMGC, after-tax 5,6

      —         —         (72 )       (225 ) 

Gain on sale of LIL, after tax 7

      —         22        —         129  

Financing structure wind-up

      —         58        —         58  

Charges related to wind-down costs and certain asset impairments, after-tax 8

      —         (26 )       —         (26 ) 
  

 

 

     

 

 

     

 

 

     

 

 

  

Net income attributable to common shareholders

    $ 68      $ 154      $ 1,014      $ 494  
  

 

 

     

 

 

     

 

 

     

 

 

  

EPS (basic)

    $ 0.23      $ 0.52      $ 3.39      $ 1.71  
  

 

 

     

 

 

     

 

 

     

 

 

  

Adjusted EPS (basic) 1,2

    $ 0.55      $ 0.84      $ 3.49      $ 2.94  
  

 

 

     

 

 

     

 

 

     

 

 

  
 
1 

See “Non-GAAP Financial Measures and Ratios” noted below.

 

2 

Excludes the effect of MTM adjustments, after-tax, charges related to the pending sale of NMGC, after-tax, gain on sale of LIL, after-tax, financing structure wind-up, and certain charges related to wind-down costs and certain asset impairments, after-tax.

 

3 

Lower earnings, quarter-over-quarter, primarily due to lower income tax recovery, partially offset by higher contributions from EES. Higher earnings year-over-year due to higher contributions from EES, partially offset by lower income tax recovery and higher interest expense.

 

4

Net of income tax recovery of $39 million for the three months ended December 31, 2025 (2024 – $57 million recovery) and $17 million expense for the year ended December 31, 2025 (2024 – $117 million recovery).

 

5

Represents (i) $71 million non-cash impairment charge, after-tax and $1 million in transaction costs, after-tax for the year ended December 31, 2025 and (ii) $206 million in non-cash goodwill and other impairment charges, after-tax and $19 million in transaction costs, after-tax for the year ended December 31, 2024.

 

6

Net of income tax recovery of $5 million for the year ended December 31, 2025 (2024 – $21 million).

 

7 

Includes an income tax recovery of $22 million for the three months ended December 31, 2024, and net of income tax expense of $53 million for the year ended December 31, 2024.

 

8

Net of income tax recovery of $6 million for the three months and year ended December 31, 2024.

 

3

LOGO

 

Consolidated Financial Review

The following table highlights significant quarter-over-quarter and year-over-year changes in adjusted net income from 2024 to 2025:

 

For the millions of Canadian dollars

    Three months ended
December 31		     Year ended
December 31		  

Adjusted net income – 2024 1,2

    $ 246     $ 849  
  

 

 

    

 

 

  
Operating Unit Performance     

Increased earnings at TEC year-over-year due to higher revenue from new base rates, customer growth, favourable weather, and the impact of a weaker CAD. These were partially offset by higher operating, maintenance and general expenses (“OM&G”), depreciation, interest expense, and income tax expense

      (1 )      201  
  

 

 

    

 

 

  

Increased earnings at EES due to favourable weather conditions that led to higher natural gas prices and increased volatility that created profitable opportunities

      17       50  
  

 

 

    

 

 

  

Decreased earnings at NMGC quarter-over-quarter due to higher OM&G. Increased earnings year-over-year due to higher revenue from new base rates, partially offset by higher OM&G and depreciation expense

      (12 )      10  
  

 

 

    

 

 

  

Decreased income from equity investments due to the sale of LIL in Q2 2024

      —        (28 ) 
  

 

 

    

 

 

  

Decreased earnings at NSPI quarter-over-quarter primarily due to lower income tax recovery due to the utilization of tax loss carryfowards recognized as a deferred income tax regulatory liability in 2024. For both quarter-over-quarter and year-over-year decreased earnings due to higher OM&G and higher depreciation expense, partially offset by higher revenue due to favourable weather

      (49 )      (19 ) 
  

 

 

    

 

 

  
Corporate     

Increased interest expense due to the increased higher Corporate debt and the impact of a weaker CAD on USD interest expense, partially offset by lower interest rates

      (4 )      (14 ) 
  

 

 

    

 

 

  

Decreased income tax recovery due to decreased deferred income tax asset valuation allowance adjustment

      (27 )      (9 ) 
  

 

 

    

 

 

  
Other Variances      (3 )      5  
  

 

 

    

 

 

  

Adjusted net income – 2025 1,2

    $ 167     $ 1,045  
  

 

 

    

 

 

  
 
1

See “Non-GAAP Financial Measures and Ratios” noted below and “Segment Results and Non-GAAP Reconciliation” for reconciliation to nearest GAAP measure.

2

Excludes the effect of MTM adjustments, after-tax, charges related to the pending sale of NMGC, after-tax, gain on sale of LIL, after-tax, financing structure wind-up, and certain charges related to wind-down costs and certain asset impairments, after-tax.

 

4

LOGO

 

1 Non-GAAP Financial Measures and Ratios

Emera uses financial measures that do not have standardized meaning under USGAAP and may not be comparable to similar measures presented by other entities. Emera calculates the non-GAAP measures and ratios by adjusting certain GAAP measures for specific items. Management believes excluding these items better distinguishes the ongoing operations of the business. For further information on the non-GAAP financial measure, adjusted net income, and the non-GAAP ratio, adjusted EPS – basic, refer to the “Non-GAAP Financial Measures and Ratios” section of Emera’s Q4 2025 MD&A, which is incorporated herein by reference and can be found on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Reconciliation to the nearest GAAP measure is included in “Segment Results and Non-GAAP Reconciliation” above.

Forward-Looking Information

This news release contains forward-looking information or forward-looking statements within the meaning of applicable securities laws (collectively, “forward-looking information”), including without limitation, statements about the Company’s expectations regarding future growth, including plans to target an average adjusted EPS1 growth rate of 5 to 7 per cent through 2030; the Company’s plans for future strategic investments to strengthen essential infrastructure and balance customer affordability with long-term reliability, resilience and stakeholder value; and the Company’s commitment to increasing shareholder value through focused investments in its high-growth operating jurisdictions. By its nature, forward-looking information requires Emera to make assumptions and is subject to inherent risks and uncertainties. These statements reflect Emera management’s current beliefs and are based on information currently available to Emera management. There is a risk that predictions, forecasts, conclusions and projections that constitute forward-looking information will not prove to be accurate, that Emera’s assumptions may not be correct and that actual results may differ materially from those expressed or implied by such forward-looking information. Additional detailed information about these assumptions, risks and uncertainties is included in Emera’s securities regulatory filings, including under the heading “Enterprise Risk and Risk Management” in Emera’s annual Management’s Discussion and Analysis, and under the heading “Principal Financial Risks and Uncertainties” in the notes to Emera’s annual and interim financial statements, which can be found on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. The forward-looking information in this news release is made only as of the date of thereof, and Emera disclaims any intention or obligation to update or revise any forward-looking information.

 

5

LOGO

 

Teleconference Call

The company will be hosting a teleconference today, Monday, February 23, 2026, at 9:30 a.m. Atlantic (8:30 a.m. Eastern) to discuss the Q4 2025 financial results.

Analysts and other interested parties in North America are invited to participate by dialing 1-800-717-1738. International parties are invited to participate by dialing 1-289-514-5100. Participants should dial in at least 10 minutes prior to the start of the call. No pass code is required.

A live and archived audio webcast of the teleconference will be available on the Company’s website, www.emera.com. A replay of the teleconference will be available on the Company’s website two hours after the conclusion of the call.

About Emera

Emera (TSX/NYSEMA) is a leading North American provider of energy services headquartered in Halifax, Nova Scotia, with investments in regulated electric and natural gas utilities, and related businesses and assets. The Emera family of companies delivers safe, reliable energy to approximately 2.7 million customers in Canada, the United States and the Caribbean. Our team of 7,800 employees is committed to our purpose of energizing modern life and delivering a cleaner energy future for all. Emera’s common and preferred shares are listed and trade on the Toronto Stock Exchange and its common shares are listed and trade on the New York Stock Exchange. Additional information can be accessed at www.emera.com, on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

Emera Inc.

Investor Relations

Dave Bezanson, VP, Investor Relations & Pensions

902-233-2674

dave.bezanson@emera.com

Media

media@emera.com

 

6