Avista (NYSE: AVA) sells new mortgage bonds as 2026 shareholders back board, keep 80% rule

Rhea-AI Filing Summary

Avista Corporation reported issuing and selling $90.0 million of 4.77% first mortgage bonds due in 2029 and $70.0 million of 6.10% first mortgage bonds due in 2056 in a private placement with institutional investors. The company expects to issue an additional $70.0 million of 6.10% bonds in August 2026. These secured bonds are issued under Avista’s long-standing Mortgage and Deed of Trust, are redeemable with a make-whole premium, and are secured by a lien on substantially all company property. Net proceeds will be used to refinance existing debt and fund utility capital spending.

Avista also held its 2026 annual meeting, where shareholders elected eleven directors and ratified Deloitte & Touche LLP as auditor. An advisory vote approved executive compensation. A proposal to amend the articles to lower certain approval thresholds from 80% to a simple majority received strong support but did not reach the required 80% of outstanding shares and therefore failed.

Insights

Utility capital structure analyst

Avista adds long-term secured debt and maintains existing governance thresholds.

Avista Corporation issued first mortgage bonds totaling $160.0 million now, with a further $70.0 million expected in August 2026. These secured instruments, bearing coupons of 4.77% and 6.10%, refinance existing borrowings and support utility capital expenditures, keeping leverage largely within an established framework.

The bonds sit under a Mortgage and Deed of Trust that creates a lien on substantially all company property, typical for regulated utilities. Redemption terms include a make-whole premium and special treatment if an original purchaser is a specified foreign entity, potentially limiting certain investor types without changing core economics.

On governance, shareholders backed all directors, auditor ratification, and executive pay. A proposal to reduce certain supermajority requirements from 80% of outstanding shares to a simple majority received more “for” than “against” votes but failed due to the high threshold, leaving existing approval standards unchanged for now.

8-K Event Classification

4 items: 1.01, 2.03, 5.07, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

New bonds 2029: $90.0 million, 4.77% first mortgage bonds New bonds 2056: $70.0 million, 6.10% first mortgage bonds Expected additional bonds: $70.0 million, 6.10% first mortgage bonds +4 more

7 metrics

New bonds 2029 $90.0 million, 4.77% first mortgage bonds Issued May 14, 2026, maturing 2029

New bonds 2056 $70.0 million, 6.10% first mortgage bonds Issued May 14, 2026, maturing 2056

Expected additional bonds $70.0 million, 6.10% first mortgage bonds Expected issuance in August 2026

Shares outstanding 82,359,072 shares Common stock issued and outstanding as of March 13, 2026

Shares represented 72,287,745 shares Shares represented at 2026 annual meeting

Say-on-pay support 62,854,984 votes for Advisory executive compensation vote at 2026 annual meeting

Supermajority amendment support 64,317,253 votes for Proposal to reduce 80% threshold; did not pass

Key Terms

first mortgage bonds, make-whole premium, specified foreign entity, Mortgage and Deed of Trust, +2 more

6 terms

first mortgage bonds financial

"issued and sold $90.0 million of 4.77 percent first mortgage bonds due in 2029 and $70.0 million of 6.10 percent first mortgage bonds due in 2056"

First mortgage bonds are debt securities backed by a company’s property, granting bondholders the primary legal claim to that real estate if the issuer cannot pay. Think of them as being first in line for repayment, like a homeowner’s mortgage lender who gets paid before other creditors. For investors, this priority and the tangible collateral typically make these bonds less risky than unsecured debt, which can mean lower yields but greater protection in bankruptcy.

make-whole premium financial

"subject to redemption prior to maturity, at the option of the Company, at a redemption price equal to the principal amount thereof plus a “make-whole” premium"

A make-whole premium is an extra payment a borrower must give bondholders when repaying debt early to compensate them for lost future interest; think of it as a lump-sum “catch-up” to leave lenders financially where they would have been if the loan had run its full term. It matters to investors because it affects how much they receive on early redemption and influences a company’s decision to refinance or repay debt, altering bond value and expected returns.

specified foreign entity regulatory

"reasonably likely that an original purchaser of bonds of either series is a “specified foreign entity” (as defined in Section 7701 (a)(51)(B) of the Internal Revenue Code of 1986, as amended)"

Mortgage and Deed of Trust financial

"issued under and in accordance with the Mortgage and Deed of Trust, dated as of June 1, 1939, from the Company to Citibank, N.A., trustee"

broker non-votes regulatory

"Broker Non-Votes ... All directors were elected since the number of votes cast “for” each nominee exceeded the number of votes “against.” Abstentions and broker non-votes had no effect"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory (non-binding) vote regulatory

"Proposal 3: Advisory (non-binding) vote on executive compensation."

Understanding 8-K Material Events →

false0000104918AVISTA CORP00001049182026-05-142026-05-14

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2026

AVISTA CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Washington			001-03701	91-0462470
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
1411 East Mission Avenue
Spokane, Washington				99202-2600
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 509 489-0500

(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))

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 Stock		AVA		The New York Stock Exchange

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 ☐

If 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. ☐

Section 1 - Registrant's Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

See Item 2.03 for a discussion of the issuance and sale by the Company of two series of first mortgage bonds.

Section 2 - Financial Information

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On May 14, 2026, Avista Corporation (Avista Corp. or the Company) issued and sold $90.0 million of 4.77 percent first mortgage bonds due in 2029 and $70.0 million of 6.10 percent first mortgage bonds due in 2056 pursuant to a bond purchase agreement with institutional investors in the private placement market. The Company expects to issue and sell an additional $70.0 million of 6.10 percent first mortgage bonds under this bond purchase agreement in August 2026. The new first mortgage bonds were issued under and in accordance with the Mortgage and Deed of Trust, dated as of June 1, 1939, from the Company to Citibank, N.A., trustee, as amended and supplemented by various supplemental indentures and other instruments, including the Seventieth Supplemental Indenture, dated as of May 1, 2026 (the “Mortgage”). The new bonds are subject to redemption prior to maturity, at the option of the Company, at a redemption price equal to the principal amount thereof plus a “make-whole” premium and plus accrued interest. In addition, if the Company determines that it is reasonably likely that an original purchaser of bonds of either series is a “specified foreign entity” (as defined in Section 7701 (a)(51)(B) of the Internal Revenue Code of 1986, as amended), the bonds held by such purchaser would be redeemable prior to maturity, at the option of the Company, at a redemption price of 100 percent of the principal amount thereof plus accrued interest. The Mortgage constitutes a lien on substantially all the property of the Company (other than excepted property).

The net proceeds from the sale of the new bonds will be used to refinance existing indebtedness and utility capital expenditures.

The bonds have not been, and will not be, registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The Mortgage, as previously amended and supplemented, is referred to in and filed as Exhibits 4.1 through 4.70 to the Company’s Annual Report on Form 10-K for the year 2025.

Section 5 – Corporate Governance and Management

Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2026 Annual Meeting of Shareholders of Avista Corporation (Avista Corp.) was held on May 14, 2026. Four proposals were submitted to shareholders as disclosed in Avista Corp.'s Definitive Proxy Statement filed on April 1, 2026, three of which were approved. There were 82,359,072 shares of common stock issued and outstanding as of March 13, 2026, the record date, with 72,287,745 shares represented at the meeting. The proposals and the results of the voting are as follows:

Proposal 1: Election of eleven directors, for one-year terms expiring at the 2027 Annual Meeting of Shareholders, and until their successors are elected.

Director		For				Against				Abstain				Broker Non-Votes
Julie A. Bentz			65,044,528				262,432				141,220				6,839,565
Donald C. Burke			63,703,512				1,590,088				154,580				6,839,565
Kevin B. Jacobsen			64,985,237				308,391				154,552				6,839,565
Rebecca A. Klein			64,058,130				1,249,310				140,740				6,839,565
Sena M. Kwawu			64,992,991				302,410				152,779				6,839,565
Scott H. Maw			64,086,499				1,202,858				158,823				6,839,565
Scott L. Morris			63,739,971				1,552,127				156,082				6,839,565
Jeffry L. Philipps			64,934,330				352,405				161,445				6,839,565
Heather L. Rosentrater			64,655,105				651,224				141,851				6,839,565
Heidi B. Stanley			63,734,859				1,563,792				149,529				6,839,565
Janet D. Widmann			58,951,492				6,351,486				145,202				6,839,565

All directors were elected since the number of votes cast “for” each nominee exceeded the number of votes “against.” Abstentions and broker non-votes had no effect on the election.

Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2026.

For

Against

Abstain

Broker Non-Votes

69,874,464

2,281,840

131,441

N/A

This proposal was approved as the number of votes cast “for” exceeded the number of votes “against.” Abstentions had no effect on the outcome.

Proposal 3: Advisory (non-binding) vote on executive compensation.

For				Against				Abstain				Broker Non-Votes
	62,854,984				2,274,875				318,321				6,839,565

This advisory (non-binding) resolution was approved as the number of votes cast “for” exceeded the number of votes “against.” Abstentions and broker non-votes had no effect on the outcome.

Proposal 4: Amendment of the Restated Articles of Incorporation to reduce the shareholder approval requirement for specified matters from 80% of the total number of shares of common stock outstanding to a majority of such shares outstanding.

For				Against				Abstain				Broker Non-Votes
	64,317,253				805,879				325,048				6,839,565

This proposal was not approved as it did not receive the affirmative vote of the holders of 80 percent of the issued and outstanding shares of Avista Corp. common stock. Abstentions and broker non-votes had the same effect as negative votes.
 

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
4.1	Seventieth Supplemental Indenture to the Mortgage dated as of May 1, 2026
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 thereunto duly authorized.

			Avista Corporation
			(Registrant)
Date:	May 19, 2026	By:	/s/ Kevin J. Christie
			Kevin J. Christie Senior Vice President, Chief Financial Officer, Treasurer and Regulatory Affairs Officer

FAQ

What new debt did Avista Corporation (AVA) issue in this 8-K?

Avista issued $90.0 million of 4.77% first mortgage bonds due 2029 and $70.0 million of 6.10% first mortgage bonds due 2056. These privately placed, secured bonds refinance existing indebtedness and help fund utility capital expenditures under Avista’s long-standing Mortgage and Deed of Trust.

How much additional debt does Avista Corporation (AVA) expect to issue?

Avista expects to issue an additional $70.0 million of 6.10% first mortgage bonds under the same bond purchase agreement in August 2026. This follow-on tranche will carry the same stated interest rate and also support refinancing and utility capital spending needs.

What will Avista Corporation (AVA) use the bond proceeds for?

Avista plans to use net proceeds from the new first mortgage bonds to refinance existing indebtedness and fund utility capital expenditures. This suggests a focus on strengthening the balance sheet while continuing investment in regulated utility infrastructure and related capital projects.

Were Avista Corporation (AVA) directors re-elected at the 2026 annual meeting?

Yes. Shareholders elected eleven directors to one-year terms expiring at the 2027 annual meeting. Each nominee received more votes “for” than “against,” with abstentions and broker non-votes having no effect on these election outcomes under the company’s voting standards.

Did Avista Corporation (AVA) shareholders approve the 2026 say-on-pay vote?

Yes. The advisory vote on executive compensation received 62,854,984 votes “for” and 2,274,875 “against,” with additional abstentions and broker non-votes. Because votes in favor exceeded votes against, the non-binding resolution on Avista’s executive pay program passed.

Why did Avista Corporation’s (AVA) proposal to lower supermajority thresholds fail?

The proposal to reduce certain approval requirements from 80% of outstanding common shares to a simple majority received 64,317,253 votes “for” but did not reach the required 80% of all issued and outstanding shares, so abstentions and broker non-votes counted effectively as negative votes.

How many Avista Corporation (AVA) shares were outstanding and represented at the 2026 meeting?

There were 82,359,072 shares of common stock issued and outstanding as of the record date, March 13, 2026. At the annual meeting, 72,287,745 shares were represented, providing the voting base for director elections and the four shareholder proposals.

Filing Exhibits & Attachments

2 documents

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