Material Event Form 8 K

On October 9, 2024, Eastern Energy Gas Holdings, LLC (the "Company") issued $900,000,000 aggregate principal amount of the Company's 2024 Series A 5.650% Senior Notes due 2054 (the "Senior Notes"). The Senior Notes were offered and sold pursuant to the provisions of an underwriting agreement (the "Underwriting Agreement") among the Company, BofA Securities, Inc., MUFG Securities Americas Inc., SMBC Nikko Securities America, Inc., Truist Securities, Inc. and U.S. Bancorp Investments, Inc., as representatives for several underwriters (collectively, the "Underwriters"), dated October 7, 2024. The Underwriting Agreement contains certain customary representations, warranties and covenants concerning the Company and the registration statement relating to the offering of the Senior Notes. In addition, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.

The Senior Notes were issued pursuant to the Indenture, dated October 1, 2013 (the "Indenture"), between the Company and Deutsche Bank Trust Company Americas, as trustee, as supplemented by the Sixteenth Supplemental Indenture, dated October 9, 2024 (the "Supplemental Indenture").

The Company intends to use the net proceeds from the sale of the Senior Notes, together with other available funds, to refinance the Company's (a) 2019 Series A Notes, maturing on November 15, 2024 in an aggregate outstanding principal amount of $600,000,000, and (b) 2014 Series B Notes, maturing on December 15, 2024 in an aggregate outstanding principal amount of $339,000,000.

The Senior Notes will be redeemable prior to maturity, under the terms and conditions set forth in the Supplemental Indenture.

The descriptions of the Underwriting Agreement, the Indenture, the Supplemental Indenture and the Senior Notes are qualified in their entirety by reference to the Underwriting Agreement, the Indenture, the Supplemental Indenture and the specimen global certificate evidencing the Senior Notes, copies of which are filed as exhibits to this Form 8-K.