---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-24-284174"
form_type: "8-K"
ticker: null
cik: "0001634997"
company_name: "Avangrid, Inc."
filed_at: "2024-12-23T23:59:59+00:00"
generated_at: "2026-05-28T23:38:20.253837+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Avangrid completes $35.75/share all-cash merger with Iberdrola; stock delisted

## Summary
- Merger completed on Dec 23, 2024; shareholders receive $35.75 per share in cash, no interest.
- Common stock (AGR) delisted from NYSE; deregistration under Section 12(b) requested.
- All prior directors resigned; David José Mesonero Molina, Gonzalo Cerón Hernández, África Benito de Valle Villalba appointed.
- Avangrid becomes wholly-owned subsidiary of Iberdrola; shareholder agreement terminated.
- Quarterly dividend of $0.40 per share to be paid pro-rata on Jan 2, 2025 to holders as of Dec 2.

## SEC filing metadata
- accession: 0001193125-24-284174
- form_type: 8-K
- cik: 0001634997
- company_name: Avangrid, Inc.
- filed_at: 2024-12-23T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.02, 2.01, 3.01, 3.03, 5.02, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1634997/000119312524284174/0001193125-24-284174-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1634997/000119312524284174/d784430d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-284174
- JSON: https://secwatch.observer/filing/0001193125-24-284174.json
- Plain text: https://secwatch.observer/filing/0001193125-24-284174.txt

## Key facts
- Governance Changes
  Avangrid, Inc.: Amended and Restated By-Laws amended and restated in their entirety following merger.
  - Change: bylaw amendment
  source text: the Amended and Restated By-Laws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be in the form of the bylaws attached as Exhibit 3.2 to this Current Report
  evidence_url: https://www.sec.gov/Archives/edgar/data/1634997/000119312524284174/0001193125-24-284174-index.htm
- Governance Changes
  Avangrid, Inc.: Certificate of Incorporation amended and restated following merger.
  - Change: charter amendment
  source text: Immediately following the Effective Time, the Certificate of Incorporation of the Surviving Corporation was amended and restated to be in the form of the certificate of incorporation attached as Exhibit 3.1 to this Current Report
  evidence_url: https://www.sec.gov/Archives/edgar/data/1634997/000119312524284174/0001193125-24-284174-index.htm
- M&A Transactions
  Avangrid, Inc. underwent a change of control involving Iberdrola, S.A. for $35.75 per share of Common Stock in cash (closed 2024-12-23).
  - Action: change of control
  - Counterparty: Iberdrola, S.A.
  - Consideration: $35.75 per share of Common Stock in cash
  - Closing: 2024-12-23
  source text: subsidiary of Avangrid, and in each case not held on behalf of third parties) was automatically cancelled and ceased to exist and was converted into the right to receive $35.75 per share of Common Stock in cash (the “ Per Share Merger Consideration ”), without interest. Pursuant to the terms and conditions set forth in the Merger Agreement, immediately
  evidence_url: https://www.sec.gov/Archives/edgar/data/1634997/000119312524284174/0001193125-24-284174-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.