Kenon Holdings (KEN) shifts CPV portfolio with Maryland plant deal

Rhea-AI Filing Summary

Kenon Holdings, through subsidiary OPC Energy, reported that 70%-owned CPV Group agreed to swap its 10% stake in CPV Three Rivers in Illinois for the partner’s 25% stake in CPV Maryland, a 745 MW Maryland power plant, plus an immaterial cash payment.

The deal, expected to close in the second quarter of 2026 subject to regulatory and other conditions, would raise CPV’s ownership in CPV Maryland to 100% and remove its interest in CPV Three Rivers, leading to full consolidation of CPV Maryland in CPV’s and OPC’s financial statements.

OPC is reviewing the accounting effects and also signed a non-binding 12‑month memorandum of understanding with the same partner to explore further asset swaps involving certain CPV natural gas plants and rights in CPV.

Insights

Infrastructure & utilities analyst

Kenon’s energy mix shifts toward fully owned Maryland capacity.

The agreement moves CPV from a 10% interest in CPV Three Rivers to full ownership of the 745 MW CPV Maryland plant. Full ownership typically allows clearer operational control and will bring CPV Maryland onto CPV’s and OPC’s consolidated financial statements.

The impact will depend on CPV Maryland’s profitability versus CPV Three Rivers and on the final accounting treatment that OPC is still examining. The transaction and any follow‑on deal under the 12‑month memorandum of understanding remain subject to regulatory approvals and internal approvals.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

 March 3, 2026

Commission File Number 001-36761

Kenon Holdings Ltd.

1 Temasek Avenue #37-02B
Millenia Tower
Singapore 039192
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

EXHIBIT 99.1 TO THIS REPORT ON FORM 6-K IS INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-201716) OF KENON HOLDINGS LTD. AND IN THE PROSPECTUSES RELATING TO SUCH REGISTRATION STATEMENT.

Exhibits

99.1 Press Release, dated March 3, 2026: Kenon’s Subsidiary OPC Energy Ltd. Announces Agreement to Swap Interests in Maryland Power Plant and Three River Power Plant

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.

	KENON HOLDINGS LTD.
Date: March 3, 2026	By:	/s/ Robert L. Rosen
		Name: Robert L. Rosen
		Title: Chief Executive Officer

Exhibit 99.1

Kenon’s Subsidiary OPC Energy Ltd. Announces Agreement to Swap Interests in

Maryland Power Plant and Three Rivers Power Plant

Singapore, March 3, 2026. Kenon Holdings Ltd.’s (NYSE: KEN, TASE: KEN) subsidiary OPC Energy Ltd. (“OPC”) has announced that CPV Group LP (“CPV”), a 70%-owned subsidiary of OPC, has, through a wholly-owned subsidiary, entered into an agreement (the “Agreement”) with the other partner (the “Seller”) in CPV Maryland, LLC (“CPV Maryland”) for the exchange of the Seller’s 25% ownership interest in CPV Maryland, which owns a 745 MW power plant located in Maryland, in exchange for CPV’s 10% interest in CPV Three Rivers LLC (“CPV Three Rivers”), which owns a 1,258 MW power plant in Illinois, together with an immaterial amount of cash to be transferred to the Seller. OPC expects the transaction to be completed in the second quarter of 2026, subject to fulfilment of conditions precedent, including regulatory approvals. OPC also announced that the transaction would increase CPV’s stake in CPV Maryland to 100%, resulting in consolidation of CPV Maryland in CPV’s and consequently in OPC’s financial statements, as well as in CPV no longer owning any interest in CPV Three Rivers. OPC is examining the accounting implications of the consolidation of CPV Maryland on its financial statements.

OPC also announced that CPV has entered into a non-binding Memorandum of Understanding (the “MOU”) with the Seller to explore a potential transaction which may involve increasing CPV’s holdings in certain natural gas power plants currently held by CPV in exchange for certain rights in CPV. The MOU sets out a 12-month period for discussions and negotiations, subject to earlier termination by either party. Any resulting transaction would be subject to further review, discussions and negotiation of key terms by the parties, as well as the internal approval process of the parties.

For further information, see Kenon’s Report on Form 6-K furnished to the U.S. Securities and Exchange Commission on November 19, 2025.

Caution Concerning Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “estimate,” “intend,” “plan,” “believe,” “likely to” or “should,” or other similar expressions. These statements include OPC’s statements about the Agreement, including the satisfaction of conditions precedent to the Agreement (including regulatory approvals), OPC’s expected timing of completion, the accounting treatment and implications of the transaction, the MOU and terms thereof and other non-historical statements. These forward-looking statements are based on current expectations or beliefs and are subject to uncertainty and changes in circumstances. These forward-looking statements are subject to a number of risks and uncertainties which could cause the actual results to differ materially from those indicated in such forward-looking statements. Such risks include risks relating to satisfaction of certain conditions precedent contemplated by the Agreement, including obtaining required regulatory approvals, the risk that the transaction may not be completed on the anticipated terms or timeline, or at all, the accounting treatment and implications of the transaction, risks relating to the MOU and transactions contemplated thereby and other risks including those set forth under the heading “Risk Factors” in Kenon’s most recent Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission. Except as required by law, Kenon undertakes no obligation to update these forward-looking statements, whether as a result of new information, future events, or otherwise.

FAQ

What transaction did Kenon Holdings (KEN) announce through OPC Energy?

Kenon’s subsidiary OPC Energy announced that CPV Group agreed to exchange its 10% stake in CPV Three Rivers for the partner’s 25% stake in CPV Maryland, plus an immaterial cash payment, shifting CPV toward full ownership of the Maryland power plant.

How does the CPV Maryland and CPV Three Rivers swap affect CPV’s ownership structure?

After the swap, CPV’s stake in CPV Maryland will increase to 100%, while CPV will no longer own any interest in CPV Three Rivers. This change gives CPV full ownership of the Maryland plant and removes exposure to the Illinois facility.

When is the CPV Maryland ownership swap expected to close for Kenon (KEN)?

OPC expects the swap transaction to be completed in the second quarter of 2026. Completion is subject to satisfaction of conditions precedent, including regulatory approvals and other customary closing conditions referenced in the agreement.

What are the financial reporting implications of CPV owning 100% of CPV Maryland?

Once CPV owns 100% of CPV Maryland, the power plant will be consolidated into CPV’s and consequently OPC’s financial statements. OPC is currently examining the accounting implications, which may affect reported revenues, assets and liabilities once consolidation occurs.

What is the memorandum of understanding (MOU) mentioned by Kenon Holdings?

CPV signed a non-binding 12‑month MOU with the same partner to explore a potential transaction. Discussions may involve increasing CPV’s holdings in certain natural gas plants held by CPV in exchange for certain rights in CPV, subject to negotiations and internal approvals.

Are Kenon’s announced transactions under the MOU with the Seller binding?

The memorandum of understanding is explicitly described as non-binding. Any resulting transaction would require further review, negotiation of key terms, and completion of each party’s internal approval processes before it could proceed on agreed terms.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 6.7 KB