UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 8.01 Other Events.
On September 10, 2026, Enbridge Inc. (the “Corporation”) entered into an underwriting agreement (the “Underwriting Agreement”) with a syndicate of underwriters led by RBC Dominion Securities Inc. and CIBC World Market Inc. (the “Underwriters”), pursuant to which the Underwriters agreed to purchase, on a bought deal basis, 38,900,000 common shares of the Corporation (“Common Shares”) in a public offering at a price of CDN$66.85 per Common Share (the “Offering”). Pursuant to the Underwriting Agreement, the Underwriters were granted an option to purchase up to 5,835,000 additional Common Shares to cover over-allotments (the “Over-Allotment Option”), which they exercised in full. The aggregate gross proceeds to the Corporation from the Offering, before deducting the underwriting commission and offering expenses payable by the Corporation and including the exercise in full of the Over-Allotment Option, were approximately CDN$3.0 billion.
The Underwriting Agreement contains customary representations, warranties and agreements of the Corporation, conditions to closing, indemnification rights and obligations of the parties and termination provisions. A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.
On September 14, 2026, the Corporation issued and sold 44,735,000 Common Shares pursuant to the Underwriting Agreement. The Offering was made pursuant to an effective shelf registration statement (the “Registration Statement”) filed with the Securities and Exchange Commission on August 1, 2025 (File No. 333-289186), a base prospectus, dated August 1, 2025, included as part of the Registration Statement, and a prospectus supplement, dated September 10, 2026, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended. A copy of the opinion of McCarthy Tétrault LLP relating to the issuance of the Common Shares is attached as Exhibit 5.1 to this Current Report on Form 8-K. Exhibits 1.1 and 5.1 hereto are hereby incorporated by reference into the Registration Statement. The Offering was also made in Canada under the terms of a prospectus supplement, dated September 10, 2026, to a short form base shelf prospectus, dated September 9, 2026, filed with the securities commissions or similar authorities in each of the provinces of Canada.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 1.1 | Underwriting Agreement, dated as of September 10, 2026, by and between Enbridge Inc. and the several Underwriters named therein | |
| 5.1 | Opinion of McCarthy Tétrault LLP | |
| 104 | Cover Page Interactive Data File (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.
| ENBRIDGE INC. (Registrant) | ||
| Date: September 14, 2026 | By: | /s/ David Taniguchi |
| David Taniguchi | ||
| Vice President, Legal & Corporate Secretary (Duly Authorized Officer) | ||