Portland General Electric Company Announces Pricing of a Public Offering of 9,467,455 Shares of Common Stock
Rhea-AI Summary
Portland General Electric (NYSE: POR) priced an underwritten public offering of 9,467,455 shares at a public offering price of $50.70 per share, expected to close on February 19, 2026. The offering involves forward sale agreements and a 30-day option for 1,380,670 additional shares. The company expects physical settlement no later than 24 months and intends to use net proceeds for general corporate purposes and investment in renewable and non-emitting dispatchable capacity.
Positive
- Priced offering of 9,467,455 shares at $50.70
- Net proceeds targeted to renewable and non-emitting capacity
- Underwritten by major banks including Wells Fargo and BofA
Negative
- Company will not initially receive proceeds from forward sales
- Physical settlement may be delayed up to 24 months
- Potential dilution if forward purchasers do not deliver borrowed shares
Key Figures
Market Reality Check
Peers on Argus
POR fell 2.67% while key regulated electric peers like IDA (-1.6%), MGEE (-1.28%), and NWE (-1.21%) were also down but less, suggesting a company-specific reaction to the equity offering rather than a broad sector move.
Historical Context
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Feb 13 | Dividend declaration | Positive | +2.9% | Quarterly dividend of $0.525 per share with payout ratio targets reaffirmed. |
| Jan 20 | Earnings call notice | Neutral | +1.1% | Scheduled Q4 and full-year 2025 earnings release and analyst conference call. |
| Oct 31 | Q3 2025 earnings | Positive | -0.3% | Reported strong Q3, reaffirmed 2025 EPS guidance and highlighted load growth. |
| Oct 22 | Dividend declaration | Positive | +1.0% | Announced $0.525 quarterly dividend with 60–70% payout ratio target. |
| Oct 08 | Infrastructure project | Positive | +0.2% | GridCARE project to add substantial data center capacity through 2029. |
Shares have generally reacted positively to dividends and growth updates, with a mild divergence on a solid Q3 2025 earnings report.
Over the past several months, Portland General Electric has highlighted steady dividends of $0.525 per share and growing industrial demand, including data center-driven load growth and a major GridCARE project enabling over 80 MW of new capacity in 2026. Q3 2025 results reaffirmed adjusted EPS guidance of $3.13–$3.33. Dividend and project announcements saw modest positive price reactions, while earnings prompted a slight dip, indicating investors occasionally fade good news. The current common stock and forward sale offering adds a capital-raising layer to this growth story.
Regulatory & Risk Context
The company has an active S-3ASR shelf registration filed on 2025-07-25, which is effective and has been used multiple times, including recent 424B5 prospectus supplements on 2026-02-17. The current underwritten and forward common stock offering is being conducted under this effective shelf.
Market Pulse Summary
This announcement details a sizable common stock and forward sale offering of 9,467,455 shares at $50.70, with a 30‑day option for 1,380,670 additional shares, all under an effective shelf registration. The structure means PGE initially receives no cash, but expects proceeds upon physical settlement within 24 months. Recent filings outline a $480,000,000 forward equity deal, a $500.0 million ATM program, and a $1.9 billion PacifiCorp asset acquisition, underscoring significant funding plans investors should monitor for execution and regulatory outcomes.
Key Terms
underwritten public offering financial
forward sale agreements financial
forward purchasers financial
shelf registration statement regulatory
prospectus supplement regulatory
AI-generated analysis. Not financial advice.
Wells Fargo Securities and BofA Securities are acting as lead book-runners and Barclays and J.P. Morgan are acting as active book-runners for the offering. BMO Capital Markets and Mizuho are acting as book-running managers and BTIG and Siebert Williams Shank are co-managers for the offering.
In connection with the offering of shares of common stock, the Company entered into forward sale agreements with each of Wells Fargo Bank, National Association and Bank of America, N.A. (which the Company refers to as the "forward purchasers"), with respect to 9,467,455 shares of the Company's common stock.
The underwriters of the offering also have been granted a 30-day option to purchase up to 1,380,670 additional shares of the Company's common stock. If the option to purchase additional shares of the Company's common stock is exercised, the Company expects to enter into one or more additional forward sale agreements with the forward purchasers in respect of the number of shares of the Company's common stock that are subject to exercise of the option to purchase additional shares.
In connection with the forward sale agreements and any additional forward sale agreements, the forward purchasers (or their affiliates) are expected to borrow from third parties and sell to the underwriters an aggregate of 9,467,455 shares of the Company's common stock (or an aggregate of 10,848,125 shares of the Company's common stock if the underwriters exercise their option to purchase additional shares in full). However, a forward purchaser (or its affiliate) is not required to borrow such shares if, after using commercially reasonable efforts, such forward purchaser is unable to borrow such shares, or if borrowing costs exceed a specified threshold. If a forward purchaser (or its affiliate) does not deliver and sell all of the shares of the Company's common stock to be sold by it to the underwriters, the Company will issue and sell to the underwriters a number of shares of its common stock equal to the number of shares that such forward purchaser (or its affiliate) does not deliver and sell, and the number of shares underlying the relevant forward sale agreement or such additional forward sale agreement will be decreased by the number of shares that the Company issues and sells.
Pursuant to the terms of the forward sale agreements and any additional forward sale agreements, and subject to its right to elect cash or net share settlement, the Company intends to issue and deliver, upon physical settlement of the forward sale agreements or any additional forward sale agreements on one or more dates specified by the Company an aggregate of 9,467,455 shares of common stock (or an aggregate of 10,848,125 shares of common stock if the underwriters exercise their option to purchase additional shares in full) to the forward purchasers in exchange for cash proceeds per share equal to the applicable forward sale price, which will be the public offering price, less underwriting discounts and commissions, and will be subject to certain adjustments as provided in the forward sale agreements and additional forward sale agreements. The Company expects to physically settle the forward sale agreements and any additional forward sale agreements in full on one or more dates no later than 24 months from the date of the preliminary prospectus supplement.
The Company will not initially receive any proceeds from the sale of shares of its common stock by the forward purchasers (or affiliates thereof). The Company intends to use the net proceeds, if any, it receives upon future settlement of the forward sale agreements and additional forward sale agreements for general corporate purposes and investment in renewable energy and non-emitting dispatchable capacity related to its 2023 All-Source Request for Proposal, which may include repayment of indebtedness, including commercial paper.
All of the shares of common stock will be offered under the Company's effective shelf registration statement that has been filed with the Securities and Exchange Commission ("SEC"). A final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC's website. When available, a copy of the final prospectus supplement and accompanying prospectus relating to the offering may be obtained from Wells Fargo Securities, LLC, 90 South 7th Street, 5th Floor,
This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Portland General Electric Company
Portland General Electric (NYSE: POR) is an integrated energy company that generates, transmits and distributes electricity to over 950,000 customers serving an area of 1.9 million Oregonians. Since 1889, Portland General Electric (PGE) has been powering social progress, delivering safe, affordable, reliable and increasingly clean electricity while working to transform energy systems to meet evolving customer needs. PGE customers have set the standard for prioritizing clean energy with the No. 1 voluntary renewable energy program in the country. PGE was ranked the No. 1 utility in the 2024 Forrester
Forward-Looking and Cautionary Statements
Statements in this news release that relate to future plans, objectives, expectations, performance, events and the like may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, among other things, statements related to PGE's expectations regarding the completion and timing of its proposed public offering, its expectations with respect to the expected physical settlement of the forward sale agreements, and use of proceeds, as well as other statements containing words such as "anticipates," "believes," "intends," "estimates," "promises," "expects," "should," "conditioned upon," and similar expressions. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Future results may differ materially from those expressed in the forward-looking statements. Investors are cautioned that any such forward-looking statements are subject to risks and uncertainties. As a result, actual results may differ materially from those projected in the forward-looking statements. All forward-looking statements included in this news release are based on information available to the company on the date hereof and such statements speak only as of the date hereof. The company expressly disclaims any current intention to update publicly any forward-looking statement after the distribution of this release, whether as a result of new information, future events, changes in assumptions or otherwise. Prospective investors should also review the risks, assumptions and uncertainties listed in the company's most recent annual report on form 10-K and in other documents that we file with the SEC, including management's discussion and analysis of financial condition and results of operations and the risks described therein from time to time.
Investor Contact:
Nick White
Investor Relations
Phone: 503-464-8073
Media Contact:
Drew Hanson
Public Affairs
Phone: 503-464-2067
Source: Portland General Company
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SOURCE Portland General Company
FAQ
How many shares did Portland General Electric (POR) price in the February 2026 offering?
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Will Portland General Electric (POR) receive proceeds immediately from the forward sale agreements?
What will Portland General Electric (POR) use proceeds from the offering for?
Who are the lead underwriters for Portland General Electric's (POR) February 2026 offering?
How could the forward sale agreements affect Portland General Electric (POR) shareholders?
