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Portland General Electric Company Announces Public Offering of $480,000,000 of Shares of Common Stock

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Portland General Electric (NYSE: POR) announced an underwritten public offering of $480,000,000 of common stock tied to forward sale agreements, with a 30-day underwriter option for up to $70,000,000 additional shares (aggregate potential proceeds $550,000,000).

Forward purchasers may borrow and sell the shares to underwriters; PGE expects physical settlement no later than 24 months. The company will not initially receive proceeds and intends to use net proceeds upon settlement for general corporate purposes and investment in renewable and non-emitting dispatchable capacity.

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Positive

  • Underwritten offering sized at $480,000,000
  • Up to $550,000,000 aggregate if option exercised
  • Proceeds intended for renewable energy and non-emitting capacity investments

Negative

  • Company will not initially receive proceeds from the forward sales
  • Settlement may occur up to 24 months, delaying cash receipt
  • Potential dilution to shareholders upon physical settlement up to $550,000,000

News Market Reaction – POR

-3.01%
-3.01% Session close to close

In the Feb 18 session, POR declined 3.01%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details an underwritten common stock offering of $480,000,000, with a 30-day optio...
Analysis

This announcement details an underwritten common stock offering of $480,000,000, with a 30-day option that could raise the total to $550,000,000 through forward sale agreements. The company plans to eventually use proceeds for general corporate purposes, including renewable energy and non-emitting capacity tied to its 2023 All-Source RFP, and potential debt repayment. Investors may track how quickly the forward agreements are settled over the 24‑month window and how the added equity supports planned growth and recent acquisition and financing commitments.

Key Figures

Offering size: $480,000,000 Greenshoe option: $70,000,000 Max total offering: $550,000,000 +2 more
5 metrics
Offering size $480,000,000 Initial underwritten public offering via forward sale agreements
Greenshoe option $70,000,000 30-day option for additional common shares
Max total offering $550,000,000 Total common stock if option exercised in full
Settlement window 24 months Company expects physical settlement of forward sales within 24 months
Option period 30 days Underwriters’ option period to purchase additional shares

Historical Context

5 past events · Latest: Feb 13 (Positive)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
Feb 13 Dividend declaration Positive +2.9% Announced quarterly dividend of $0.525 per share with payout target range.
Jan 20 Earnings scheduling Neutral +1.1% Set date and time for Q4 and full-year 2025 earnings release and call.
Oct 31 Earnings results Positive -0.3% Reported Q3 2025 EPS and reaffirmed full-year guidance with load growth.
Oct 22 Dividend declaration Positive +1.0% Declared $0.525 dividend and reiterated 60–70% long-term payout target.
Oct 08 Infrastructure project Positive +0.2% Announced GridCARE project enabling over 80 MW capacity in 2026 and more.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent POR news has mostly seen modest positive price reactions, with a slight divergence on the last earnings release.

Recent Company History

Over the last several months, Portland General Electric has highlighted steady dividends of $0.525 per share, solid Q3 2025 earnings with both GAAP and non-GAAP EPS reported, and growing industrial load tied to data centers. It also advanced data-center related capacity projects exceeding 400 MW. These updates supported generally positive single-day reactions, except for a small pullback on earnings. Today’s common stock offering and forward sale structure fits into an ongoing capital-raising and growth narrative involving load growth and infrastructure expansion.

Key Terms

underwritten public offering, forward sale agreements, book-runners, shelf registration statement, +1 more
5 terms
underwritten public offering financial
"today announced the commencement of an underwritten public offering of $480,000,000"
An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.
forward sale agreements financial
"all of which are being offered in connection with the forward sale agreements described below"
A forward sale agreement is a deal where two parties agree today to sell and buy an asset at a set price on a future date. It’s like promising to sell your car to a friend next month at today's price, regardless of how the car's value changes. These agreements help businesses lock in prices and reduce uncertainty about future costs or income.
book-runners financial
"Wells Fargo Securities and BofA Securities are acting as lead book-runners"
Book-runners are the banks or financial firms that lead and manage the sale of new securities, acting like the head organizer of an offering: they collect investor orders, gauge demand, help set the offering price, and decide who gets allocated shares. For investors, book-runners matter because their pricing and allocation choices influence how easily you can buy the securities, the initial trading price, and how stable the market is after the offering — similar to how a lead planner shapes the success of a big event.
shelf registration statement regulatory
"All of the shares of common stock will be offered under the Company's effective shelf registration statement"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
preliminary prospectus supplement regulatory
"A preliminary prospectus supplement and accompanying prospectus relating to the offering will be filed"
A preliminary prospectus supplement is an initial document that provides important details about a new stock or bond offering before it is finalized. It helps investors understand what is being sold and why, so they can decide whether to invest. Think of it as a preview before the full sales brochure is ready.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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PORTLAND, Ore., Feb. 17, 2026 /PRNewswire/ -- Portland General Electric Company (NYSE: POR) ("PGE" or the "Company"), an integrated energy company, today announced the commencement of an underwritten public offering of $480,000,000 of shares of its common stock, all of which are being offered in connection with the forward sale agreements described below.

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.

In connection with the offering of shares of common stock, the Company expects to enter 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 $480,000,000 of shares of the Company's common stock.

The underwriters of the offering also expect to be granted a 30-day option to purchase up to $70,000,000 of 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 $480,000,000 of shares of the Company's common stock (or an aggregate of $550,000,000 of 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 $480,000,000 of shares of common stock (or an aggregate of $550,000,000 of 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 preliminary 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 preliminary prospectus supplement and accompanying prospectus relating to the offering may be obtained from Wells Fargo Securities, LLC, 90 South 7th Street, 5th Floor, Minneapolis, MN 55402, Attention: WFS Customer Service, toll-free at 1-800-645-3751 or email to WFScustomerservice@wellsfargo.com; BofA Securities, Inc., NC1-022-02-25, 201 North Tryon Street, Charlotte, North Carolina 28255-0001, Attention: Prospectus Department, by email: dg.prospectus_requests@bofa.com, or by telephone: (800) 294-1322; or by visiting the EDGAR database on the SEC's web site at www.sec.gov.

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 U.S. Customer Experience Index and is committed to reducing emissions from its retail power supply by 80% by 2030 and 100% by 2040. In 2024, PGE employees, retirees and the PGE Foundation donated $5.5 million and volunteered nearly 23,000 hours to more than 480 nonprofit organizations.

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, timing and sizing of its proposed public offering, its expectations with respect to granting the underwriters options to purchase additional shares, 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

Cision View original content:https://www.prnewswire.com/news-releases/portland-general-electric-company-announces-public-offering-of-480-000-000-of-shares-of-common-stock-302689941.html

SOURCE Portland General Company

FAQ

What did Portland General Electric (POR) announce on February 17, 2026 about a stock offering?

The company announced an underwritten public offering of $480,000,000 of common stock. According to the company, a 30-day underwriter option could raise aggregate proceeds to $550,000,000 if exercised.

How will the POR offering deliver shares and when will Portland General Electric receive proceeds?

Shares are tied to forward sale agreements and may be physically settled within 24 months. According to the company, PGE will not initially receive proceeds and expects net proceeds only upon future settlement.

What is the role of forward purchasers and underwriters in the POR $480M offering?

Forward purchasers are expected to borrow and sell shares to underwriters for immediate distribution. According to the company, if borrowing fails, PGE will issue shares directly to underwriters for the shortfall.

What will Portland General Electric (POR) use the net proceeds from the offering for?

Net proceeds upon settlement are intended for general corporate purposes and renewable investments. According to the company, funds may include repayment of indebtedness and investment in non-emitting dispatchable capacity from its 2023 RFP.

How large is the underwriter option in the POR offering and what is the total potential size?

Underwriters have a 30-day option to buy up to $70,000,000 additional shares. According to the company, exercising the option would increase aggregate potential proceeds to $550,000,000.