Form 8-K

8-K — ENBRIDGE INC

Accession: 0001104659-26-106404

Filed: 2026-09-09

Period: 2026-09-09

CIK: 0000895728

SIC: 4610 (PIPE LINES (NO NATURAL GAS))

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d)

THE SECURITIES EXCHANGE ACT OF 1934

Date

of report (Date of earliest event reported): September 9, 2026

ENBRIDGE

INC.

(Exact

Name of Registrant as Specified in Charter)

Canada

001-15254

98-0377957

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

200,

425 - 1st Street S.W.

Calgary,

Alberta,

Canada T2P

3L8

(Address

of Principal Executive Offices) (Zip Code)

1-403-231-3900

(Registrant’s

telephone number, including area code)

Not

Applicable

(Former

Name or Former Address, if Changed Since Last Report)

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))

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ¨

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. ¨

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which

registered

Common

ENB

New

York Stock Exchange

Item 7.01 Regulation FD Disclosure.

On September 9, 2026, Enbridge Inc. (“Enbridge”)

issued a news release announcing a “bought-deal” offering of Enbridge common shares (the “Offering”). A copy of

the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained under this Item 7.01

in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for

purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities

under that Section and shall not be deemed to be incorporated by reference into any filing of Enbridge under the Securities Act of

1933 or the Exchange Act.

This Current Report on Form 8-K does not

constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale

of any security in any jurisdiction in which such offering, solicitation or sale would be unlawful.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

99.1

News Release of Enbridge Inc. dated September 9, 2026*

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Furnished herewith.

Forward-Looking Information

This communication contains both historical

and forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and

Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and forward-looking information within the meaning of

Canadian securities laws (collectively, “forward-looking statements”). Forward-looking statements have been included in

this Current Report on Form 8-K to provide potential investors with information about Enbridge. This information may not be

appropriate for other purposes. Forward-looking statements are typically identified by words such as “anticipate”,

“expect”, “project”, “estimate”, “forecast”, “plan”,

“intend”, “target”, “believe”, “likely”, and similar words suggesting future

outcomes or statements regarding an outlook. Forward-looking statements included in this Current Report on Form 8-K, including

the exhibit hereto, include, but are not limited to, statements with regarding the closing of the Offering and the use of proceeds

of the Offering.

Although Enbridge believes these forward-looking

statements are reasonable based on the information available on the date such statements are made and processes used to prepare the information,

such statements are not guarantees of future events and readers are cautioned against placing undue reliance on forward-looking statements.

By their nature, these statements involve a variety of assumptions, known and unknown risks and uncertainties and other factors, which

may cause actual events to differ materially from those expressed or implied by such statements.

Enbridge’s forward-looking statements

are subject to risks and uncertainties, including, but not limited to the possibility that the Offering does not close when

expected, or at all, because conditions to closing are not satisfied on a timely basis, or at all, and those other risks and

uncertainties disclosed in Enbridge’s other filings with Canadian and United States securities regulators. The impact of any

one assumption, risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these

are interdependent and Enbridge’s future course of action depends on management’s assessment of all information

available at the relevant time. Except to the extent required by applicable law, Enbridge assumes no obligation to publicly update

or revise any forward-looking statement made in this Current Report on Form 8-K or the exhibit hereto or otherwise, whether as

a result of new information, future events or otherwise. All subsequent forward-looking statements, whether written or oral,

attributable to Enbridge or persons acting on its behalf, are expressly qualified in their entirety by these cautionary

statements.

Enbridge cautions that the foregoing list of important

factors is not exhaustive and other factors could also adversely affect the future results of Enbridge. The forward-looking statements

speak only as of the date of this Current Report on Form 8-K. When relying on Enbridge’s forward-looking statements to make

decisions with respect to Enbridge, investors and others should carefully consider the foregoing factors and other uncertainties and potential

events.

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.

ENBRIDGE INC. (Registrant)

Date: September 9, 2026

By:

/s/ David Taniguchi

David Taniguchi

Vice President, Legal & Corporate Secretary (Duly Authorized Officer)

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2624881d5_ex99-1.htm · Sequence: 2

Exhibit 99.1

Enbridge Announces

CDN$2.6 Billion Bought-Deal Offering of Common Shares

The Canadian

base shelf prospectus is accessible, and the Canadian prospectus supplement or any amendment will be accessible, within two business

days through SEDAR+.

CALGARY,

ALBERTA– (September 9, 2026) - Enbridge Inc. (TSX:ENB) (NYSE:ENB) (“Enbridge” or the

“Company”) today announced that it has entered into an agreement with a syndicate of underwriters (the

“Underwriters”) led by RBC Capital Markets and CIBC Capital Markets, and including Scotiabank, BMO Capital Markets, TD

Securities Inc., and National Bank of Canada Capital Markets as joint bookrunners, under which the Underwriters have agreed to

purchase, on a bought deal basis, 38,900,000 common shares of the Company (“Common Shares”) for aggregate gross proceeds

of CDN$2.6 billion at an offering price of CDN$66.85 per Common Share (the “Offering”).

Enbridge intends

to use the net proceeds from the Offering to partially fund announced acquisitions and to create financial flexibility to fund potential

future growth opportunities. A portion of the net proceeds of the Offering may be temporarily used to reduce indebtedness or invested

in short-term liquid investments.

The Common

Shares will be offered to the public in all of the provinces of Canada through the Underwriters and their affiliates by way of a Canadian

prospectus supplement (the “Canadian Prospectus Supplement”) to Enbridge’s short form base shelf prospectus dated September 9,

2026 (the “Canadian Prospectus”). The Common Shares will be offered to the public in the United States pursuant to Enbridge’s

registration statement, including a prospectus (the “U.S. Prospectus”), filed with the U.S. Securities and Exchange Commission

(the “SEC”), and a prospectus supplement (the “U.S. Prospectus Supplement”) to the U.S. Prospectus. Before investing,

prospective purchasers in Canada should read the Canadian Prospectus Supplement, the Canadian Prospectus and the documents incorporated

by reference therein, and prospective purchasers in the United States should read the U.S. Prospectus, the U.S. Prospectus Supplement

and the documents incorporated by reference therein for more complete information about Enbridge and the Offering in Canada and the United

States, respectively. Common Shares may also be offered on a private placement basis in other international jurisdictions in reliance

on applicable private placement exemptions.

The Offering

is expected to close on or about September 14, 2026. Pursuant to the agreement, the Underwriters have an option to purchase up

to 15% in additional Common Shares by providing notice to Enbridge at any time until the date that is 30 days after the closing of the

Offering, to cover over-allotments, if any. If the over-allotment option is exercised in full, the aggregate gross proceeds from the

Offering will be approximately CDN$3.0 billion.

Access to the

Canadian Prospectus Supplement, the Canadian Prospectus and any amendment to these documents is provided in accordance with securities

legislation relating to procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment.

The Canadian Prospectus is, and the Canadian Prospectus Supplement will be (within two business days of the date hereof), available on

SEDAR+ (http://www.sedarplus.ca). A copy of the U.S. Prospectus is, and a copy of the U.S. Prospectus Supplement will be, available on

the SEC website (http://www.sec.gov). Potential investors can request, without charge, electronic or paper copies of the Canadian Prospectus

and Canadian Prospectus Supplement from RBC Dominion Securities Inc., 180 Wellington Street West, 8th Floor, Toronto, ON M5J 0C2, Attention:

Distribution Centre via email at Distribution.RBCDS@rbccm.com, or from CIBC Capital Markets, 161

Bay Street, 5th Floor, Toronto, ON M5J 2S8, or via telephone: 1-416-956-6378, or via email at Mailbox.CanadianProspectus@cibc.com.

Potential investors can request, without charge, electronic or paper copies of the U.S. Prospectus and U.S. Prospectus Supplement from

RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, NY 10281-8098, Attention: Equity Syndicate, or via telephone: 877-822-4089,

or via email at equityprospectus@rbccm.com, or CIBC Capital Markets, 161 Bay Street, 5th Floor, Toronto, ON M5J 2S8, or via

telephone at 1-416-956-6378, or via email at Mailbox.USProspectus@cibc.com.

This

press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale

of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification

under the securities laws of any such jurisdiction.

FORWARD-LOOKING

INFORMATION

This news release contains both

historical and forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and

Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and forward-looking information within the meaning of

Canadian securities laws (collectively, “forward-looking statements”). Forward-looking statements have been included in

this news release to provide potential investors with information about Enbridge. This information may not be appropriate for other

purposes. Forward-looking statements are typically identified by words such as “anticipate”, “expect”,

“project”, “estimate”, “forecast”, “plan”, “intend”, “target”,

“believe”, “likely”, and similar words suggesting future

outcomes or statements regarding an outlook. Forward-looking statements included in this news release include, but are not limited

to, statements regarding the closing of the Offering and the use of proceeds of the Offering.

Although Enbridge believes these

forward-looking statements are reasonable based on the information available on the date such statements are made and processes used

to prepare the information, such statements are not guarantees of future events and readers are cautioned against placing undue reliance

on forward-looking statements. By their nature, these statements involve a variety of assumptions, known and unknown risks and uncertainties

and other factors, which may cause actual events to differ materially from those expressed or implied by such statements.

Enbridge's forward-looking

statements are subject to risks and uncertainties, including, but not limited to the possibility that the Offering does not close

when expected, or at all, because conditions to closing are not satisfied on a timely basis, or at all, and those other risks and

uncertainties disclosed in Enbridge’s other filings with Canadian and United States securities regulators. The impact of any

one assumption, risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these

are interdependent and Enbridge's future course of action depends on management's assessment of all information available at the

relevant time. Except to the extent required by applicable law, Enbridge assumes no obligation to publicly update or revise any

forward-looking statements made in this news release or otherwise, whether as a result of new information, future events or

otherwise. All subsequent forward-looking statements, whether written or oral, attributable to Enbridge or persons acting on its

behalf, are expressly qualified in their entirety by these cautionary statements.

ABOUT

ENBRIDGE INC.

Enbridge, we safely connect millions of people to the energy they rely on every day, fueling quality of life through our North American

natural gas, oil and renewable power networks and our European offshore wind portfolio. We're investing in modern energy delivery infrastructure

to sustain access to secure, affordable energy and building on more than a century of operating conventional energy infrastructure and

two decades of experience in renewable power. We’re advancing new technologies including hydrogen, renewable natural gas and carbon

capture and storage. Headquartered in Calgary, Alberta, Enbridge's common shares trade under the symbol ENB on the Toronto (TSX)

and New York (NYSE) stock exchanges. To learn more, visit us at enbridge.com.

FOR

FURTHER INFORMATION PLEASE CONTACT:

Enbridge

Inc. – Media

Enbridge

Inc. – Investment Community

Toll Free:

(888) 992-0997

Marlon Samuel

Email: media@enbridge.com

Toll Free:

(800) 481-2804

Email: investor.relations@enbridge.com

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