the relevant forward sale agreement. Although the Company expects to settle any forward sale agreement with a full physical settlement, it may, except in limited circumstances elect a cash or net share settlement for all or a portion of its obligations under such forward sale agreement. If the Company elects to cash settle or net share settle a forward sale agreement, the Company may not (in the case of cash settlement) or will not (in the case of net share settlement) receive any proceeds, and the Company may owe cash (in the case of cash settlement) or shares of Common Stock (in the case of net share settlement) to the relevant Forward Purchaser.
The Company will pay each Manager a commission of up to 1.000% of the sales price of all Shares issued by the Company and sold through the relevant Manager under the Equity Distribution Agreement. The remaining sales proceeds, after deducting any expenses payable by the Company and any transaction fees imposed by any governmental, regulatory, or self-regulatory organization in connection with the sales, will be the Company’s net proceeds for the sale of the Shares. In connection with each forward sale agreement, the relevant Forward Seller will receive, in the form of a reduced initial forward sale price payable by the relevant Forward Purchaser under its forward sale agreement, a commission of up to 1.000% of the volume weighted average of the sales prices of all borrowed shares of Common Stock sold during the applicable period by it as a Forward Seller.
The Managers, Forward Purchasers, and Forward Sellers, and/or their affiliates, have acted and/or are acting as lenders to, and/or have from time to time performed and/or are performing certain investment banking, advisory, general financing, and commercial banking and other commercial transactions and services for, the Company and its subsidiaries for which they have received and, in the future, may receive customary fees and expenses. For instance, certain Managers serve as lenders under the Company’s and Idaho Power Company’s revolving credit facilities.
The Shares will be issued pursuant to the Company’s automatic shelf registration statement filed with the U.S. Securities and Exchange Commission on February 21, 2025 (File No. 333-285140), a base prospectus, dated February 21, 2025, included as part of the registration statement, and a prospectus supplement, dated May 15, 2026, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act.
The foregoing descriptions of the Equity Distribution Agreement and the Master Forward Sale Confirmations do not purport to be complete and are qualified in their entirety by reference to the terms and conditions of the Equity Distribution Agreement and form of Master Forward Sale Confirmation, which are filed as Exhibits 1.1 and 1.2, respectively, and are incorporated by reference into this Item 1.01.
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Forward-Looking Statements
This Current Report on Form 8-K contains statements that relate to future events and expectations, such as, but not limited to, statements regarding the potential offer, sale, and issuance of Shares and receipt of any related proceeds by IDACORP. Such statements constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions, or future events or performance, often, but not always, through the use of words or phrases such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “potential,” “plans,” “predicts,” “preliminary,” “projects,” “targets,” “may,” “may result,” “may continue,” or similar expressions, are not statements of historical facts and may be forward-looking. Forward-looking statements are not guarantees of future performance, involve estimates, assumptions, risks, and uncertainties, and may differ materially from actual results, performance, or outcomes. In addition to any assumptions and other factors and matters referred to specifically in connection with such forward-looking statements, factors that could cause actual results or outcomes to differ materially from those contained in forward-looking statements include those factors set forth in this Current Report on Form 8-K, IDACORP’s and Idaho Power Company’s (“Idaho Power”) most recent Annual Report on Form 10-K, particularly Part I, Item 1A - “Risk Factors” and Part II, Item 7 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of that report, subsequent reports filed by IDACORP and Idaho Power with the Securities and Exchange Commission, and the following important factors: (a) changes in market conditions; (b) changes in the trading price of the Common Stock; and (c) changes in IDACORP’s or Idaho Power’s financial condition or strategy. Any forward-looking statement speaks only as of the date on which such statement is made. New factors emerge from time to time, and it is not possible for IDACORP and Idaho Power to predict all such factors, nor can they assess the impact of any such factor on the business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. IDACORP and Idaho Power disclaim any obligation to update publicly any forward-looking information, whether in response to new information, future events, or otherwise, except as required by applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished as part of this report.
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Exhibit
Number |
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Description |
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| 1.1 |
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Equity Distribution Agreement, dated May 15, 2026 |
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| 1.2 |
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Form of Master Forward Sale Confirmation |
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| 5.1 |
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Opinion of Perkins Coie LLP |
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| 23.1 |
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Consent of Perkins Coie LLP (included in Exhibit 5.1) |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
