[8-K] IDACORP INC Reports Material Event

Rhea-AI Filing Summary

IDACORP disclosed that director Judith A. Johansen plans to retire from the Boards of IDACORP and Idaho Power effective December 31, 2025. Ms. Johansen has served on the Boards since 2007 and is a member of the Compensation and Human Resources, Corporate Governance and Nominating, and Executive Committees. The company also furnished investor presentation materials as Exhibit 99.1 for use in meetings with analysts and investors and posted the materials on its Investor Relations website. The presentation materials are furnished under Regulation FD and are not being "filed" under the Securities Exchange Act or incorporated by reference in other filings.

Positive

• Orderly communication of a planned director retirement with a clear effective date: December 31, 2025
• Transparency in investor relations by furnishing presentation slides and posting them on the company Investor Relations website

Negative

• Loss of long-tenured director (service since 2007) which may require replacement of committee expertise
• No successor disclosed or timeline for filling the board vacancy in this filing

Insights

Corporate Governance Expert

TL;DR: A long-tenured board member announced a scheduled retirement, requiring succession planning but posing no immediate disclosure of replacements.

The planned retirement of Judith A. Johansen, a director since 2007 and member of three key committees, is a notable governance event because it reduces experienced board representation and will require the nominating process to fill committee roles and maintain board expertise. The filing does not provide information about a successor or timetable for nomination, so stakeholders should expect follow-up disclosures regarding board composition and committee assignments. The disclosure follows standard practice by furnishing investor presentation materials under Regulation FD and clarifying they are not "filed".

Financial Analyst

TL;DR: This 8-K is routine: a director retirement notice plus investor presentation distribution; no financial impact disclosed.

The report contains no financial metrics, guidance, or transactions affecting operations or capital structure. Furnishing presentation slides under Regulation FD signals routine investor communications rather than material corporate action. From a financial-materiality perspective, the events disclosed—director retirement and slide posting—are informational and do not by themselves indicate a change to the company’s financial outlook.

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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) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  September 19, 2025

_______________________

Exact name of registrants as specified in

Commission

their charters, address of principal executive

IRS Employer

File Number

offices and registrants' telephone number

Identification Number

1-14465

IDACORP, Inc.

82-0505802

1-3198

Idaho Power Company

82-0130980

1221 W. Idaho Street

Boise,

Idaho

83702-5627

(208)

388-2200

State or Other Jurisdiction of Incorporation:

Idaho

Former name or former address, if changed since last report:

None

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 Securities Exchange Act of 1934:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock			IDA			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.

□

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Departure of Director.

On September 19, 2025, Judith A. Johansen notified IDACORP, Inc. ("IDACORP") and Idaho Power Company ("Idaho Power") that she plans to retire from the Boards of Directors of IDACORP and Idaho Power (the "Boards"), effective December 31, 2025. Ms. Johansen has served with distinction on the Boards since 2007 and is a member of the Compensation and Human Resources, Corporate Governance and Nominating, and Executive Committees.

Item 7.01 Regulation FD Disclosure.

Furnished as Exhibit 99.1 to this Current Report on Form 8-K are materials that IDACORP will be using during meetings with financial analysts, members of the investment community, and other persons via telephone and in-person beginning as of the date of this report. IDACORP is also making the materials available on its Investor Relations website, www.idacorpinc.com/investor-relations.

The information in Item 7.01 of this report, including the presentation slides furnished as Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Any reference to IDACORP's Internet address shall not, under any circumstances, be deemed to incorporate the information available at such Internet address into this report. In addition, the exhibits furnished herewith contain statements intended as “forward-looking statements” that are subject to any cautionary statements about forward-looking statements set forth in such exhibits.

Exhibit 99.1 furnished with this report contains business segment information for Idaho Power. Accordingly, this report is also being furnished on behalf of such registrant.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.  The following exhibits are being furnished as part of this report.

Exhibit Number						Description
99.1						IDACORP, Inc. Investor Presentation - September 2025
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 registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

Dated:  September 19, 2025

IDACORP, INC.

By:   /s/ Lisa A. Grow

Lisa A. Grow

President and Chief Executive Officer

IDAHO POWER COMPANY

By:   /s/ Lisa A. Grow

Lisa A. Grow

President and Chief Executive Officer

FAQ

When will IDACORP director Judith A. Johansen retire?

Ms. Johansen's retirement from the Boards of IDACORP and Idaho Power is effective December 31, 2025.

How long has Judith A. Johansen served on the IDACORP board?

She has served on the Boards since 2007.

Which board committees is Judith A. Johansen a member of?

She is a member of the Compensation and Human Resources, Corporate Governance and Nominating, and Executive Committees.

Where can I find the investor presentation mentioned in the 8-K for IDA?

IDACORP furnished the presentation as Exhibit 99.1 and made it available on its Investor Relations website at www.idacorpinc.com/investor-relations.

Is the furnished investor presentation considered "filed" with the SEC?

No. The filing states the presentation is furnished under Regulation FD and is not deemed "filed" for purposes of Section 18 of the Exchange Act and is not incorporated by reference into other filings.