Ormat Technologies (ORA) raises $1B in 2031 converts and retires 2027 notes
Rhea-AI Filing Summary
Ormat Technologies completed a private offering of $1 billion of convertible senior notes due 2031, split between $825 million of 1.50% Series A Notes and $175 million of 0.00% Series B Notes, including full exercise of purchasers’ options. Both series are senior unsecured and convertible into cash and, at Ormat’s election, cash, common stock, or both, at an initial conversion rate of 7.1225 shares per $1,000 (conversion price about $140.40 per share).
Ormat estimates net proceeds of approximately $975.7 million. It used about $287.9 million of proceeds, plus $25 million cash on hand and roughly 0.6 million shares, to repurchase approximately $285.9 million principal of its 2.50% convertible notes due 2027, leaving about $190.6 million outstanding. The company is also using about $25 million to repurchase common stock at $108.00 per share, with remaining proceeds earmarked for general corporate purposes.
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Insights
Large convert issue refinances 2027 notes and adds flexible capital.
Ormat raised $1 billion via low‑coupon convertible notes maturing in 2031, partly replacing its existing 2.50% 2027 converts. The new Series A carries a 1.50% rate, while Series B is zero‑coupon, reducing near‑term cash interest versus straight debt of similar size.
The company is using about $287.9 million of proceeds, plus cash and roughly 0.6 million shares, to retire $285.9 million of 2027 notes and another $25 million to repurchase stock at $108.00. This shifts part of its capital structure further out in maturity while introducing potential equity dilution at a conversion price around $140.40 per share.
Remaining net proceeds are designated for general corporate purposes, giving management incremental funding capacity. Future filings detailing leverage metrics and any additional conversions or repurchases will help clarify the long‑term balance between debt load, interest savings and dilution.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
Convertible Notes Indentures
On March 20, 2026, Ormat Technologies, Inc. (the “Company”) completed its previously announced offering of $1 billion aggregate principal amount of convertible senior notes, consisting of (i) $825 million aggregate principal amount of 1.50% Series A Convertible Senior Notes due 2031 (the “Series A Notes”) and (ii) $175 million aggregate principal amount of 0.00% Series B Convertible Senior Notes due 2031 (the “Series B Notes” and, together with the Series A Notes, the “Notes”), in each case, including the exercise in full of the initial purchasers’ options to purchase an additional $100 million and $25 million of Series A Notes and Series B Notes, respectively.
The Series A Notes were issued pursuant to an indenture, dated March 20, 2026 (the “Series A Notes Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
The Series B Notes were issued pursuant to an indenture, dated March 20, 2026 (the “Series B Notes Indenture” and, together with the Series A Indenture, the “Indentures”), between the Company and the Trustee.
Each series of Notes will mature on March 15, 2031, unless earlier converted, redeemed or repurchased in accordance with its terms prior to such date. For the Series A Notes, interest will accrue at a rate of 1.50% per year and will be payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2026. The Series B Notes will not bear regular interest, and the principal amount of the Series B Notes will not accrete. The Company will pay special interest, if any, on the Series B Notes as set forth in the Series B Notes Indenture.
The Notes of each series are convertible into cash up to the aggregate principal amount of the Notes to be converted and cash, shares of the Company’s common stock (“Common Stock”) or a combination of cash and shares of Common Stock, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the Notes being converted. The initial conversion rate for the Series A Notes will be 7.1225 shares of Common Stock for each $1,000 principal amount of Series A Notes (equivalent to an initial conversion price of approximately $140.40 per share of Common Stock), and the initial conversion rate for the Series B Notes will be 7.1225 shares of Common Stock for each $1,000 principal amount of Series B Notes (equivalent to an initial conversion price of approximately $140.40 per share of Common Stock). The conversion rate of each series of Notes, and thus the conversion price of such series of Notes, may be adjusted under certain circumstances, including in connection with conversions made following a fundamental change or a redemption notice and under other circumstances, in each case as set forth in the applicable Indenture.
Prior to 5:00 p.m., New York City time, on the business day immediately preceding November 15, 2030, each series of Notes will be convertible only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2026 (and only during such calendar quarter), if the last reported sale price of the Common Stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to (x) prior to March 15, 2030, 150% and (y) on or after March 15, 2030, 130%, in each case, of the conversion price of such series of Notes on each applicable trading day; (2) during the five consecutive business day period immediately after any five consecutive trading day period (the “measurement period”) in which the “trading price” per $1,000 principal amount of such series of Notes, as determined following a request by a holder or holders of such series of Notes in accordance with the procedures described in the applicable Indenture, for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Common Stock and the conversion rate of such series of Notes on each such trading day; (3) if the Company calls any or all of such series of Notes for redemption, at any time prior to the close of business on the second scheduled trading day prior to the redemption date (as defined in the applicable Indenture), but only with respect to the Notes of such series called (or deemed called as set forth in the applicable Indenture) for redemption; or (4) upon the occurrence of specified corporate events as described in the applicable Indenture. On or after November 15, 2030 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Notes at the relevant conversion rate at any time irrespective of the foregoing conditions.
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The Company may not redeem either series of Notes prior to March 20, 2029. The Company may redeem for cash all or any portion of either or both series of Notes, at the Company’s option, on or after March 20, 2029 and on or before the 61st scheduled trading day immediately preceding the maturity date, if the last reported sale price of the Common Stock has been at least 130% of the conversion price for the relevant series of Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus (1) in the case of the Series A Notes, accrued and unpaid interest or (2) in the case of the Series B Notes, any accrued and unpaid special interest, in each case to, but excluding, the redemption date. No sinking fund is provided for the Notes.
Holders of the Series B Notes may require the Company to repurchase for cash all or part of their Series B Notes in principal amounts of $1,000 or a multiple thereof on March 15, 2027 (the “optional repurchase date”) at an optional repurchase price equal to 100% of the principal amount of the Series B Notes to be repurchased, plus any accrued and unpaid special interest to, but excluding, the optional repurchase date.
If a fundamental change (as defined in the applicable Indenture) occurs (other than an exempted fundamental change, as defined in the applicable Indenture), holders of each series of Notes may require the Company to repurchase for cash all or any portion of their Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus (1) in the case of the Series A Notes, accrued and unpaid interest or (2) in the case of the Series B Notes, any accrued and unpaid special interest, in each case to, but excluding, the relevant fundamental change repurchase date.
The Notes are the Company’s senior unsecured obligations and rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Notes; equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated, including the Company’s 2.50% Convertible Senior Notes due 2027 (the “2027 Notes”); effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables but excluding intercompany obligations and liabilities of a type not required to be reflected on a balance sheet of such subsidiaries in accordance with GAAP) of the Company’s subsidiaries.
The events of default with respect to a series of Notes, which may result in the acceleration of the maturity of such series of Notes, include, among other things, (1) default in any payment of interest or special interest, as the case may be, on any Note of such series when due and payable and the default continues for a period of 30 days; (2) default in the payment of principal of any Note of such series when due and payable at its stated maturity, upon optional redemption, upon any required repurchase, upon declaration of acceleration or otherwise; (3) failure by the Company to comply with its obligation to convert the Notes of such series in accordance with the relevant Indenture upon exercise of a holder’s conversion right and such failure continues for a period of three business days; (4) failure by the Company to (x) give a fundamental change notice or notice of a make-whole fundamental change (as defined in the applicable Indenture), in each case when due and such failure continues for three business days, or (y) give notice of a specified corporate transaction (as defined in the applicable Indenture); (5) failure by the Company to comply with its obligations in respect of any consolidation, merger or sale of assets; (6) failure by the Company for 60 days after written notice from the Trustee or the holders of at least 25% in aggregate principal amount of such series of Notes then outstanding has been received to comply with any of the Company’s other agreements contained in such series of Notes or the relevant Indenture; (7) default by the Company or any of its significant subsidiaries with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed (other than non-recourse indebtedness) in excess of $100,000,000 (or its foreign currency equivalent) in the aggregate of the Company and/or any such significant subsidiary, whether such indebtedness now exists or shall hereafter be created (x) resulting in such indebtedness becoming or being declared due and payable or (y) constituting a failure to pay the principal or interest of any such indebtedness when due and payable (after the expiration of all applicable grace periods) at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, and in the cases of clauses (x) and (y), such acceleration has not been rescinded or annulled or where such default is not cured or waived within 30 days after notice to the Company by the Trustee or to the Company and the Trustee by holders of at least 25% of the aggregate principal amount of Notes then outstanding, in accordance with the relevant Indenture; or (8) certain events of bankruptcy, insolvency, or reorganization of the Company or any of its significant subsidiaries.
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If an event of default with respect to a series of Notes involving bankruptcy, insolvency or reorganization occurs and is continuing with respect to the Company, 100% of the principal amount of such series of Notes then outstanding and accrued and unpaid interest or special interest, as the case may be, if any, on all the outstanding Notes of such series will be automatically due and payable. If any other event of default occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Notes of such series, by written notice to the Company, may declare 100% of the principal amount of such series of Notes then outstanding and accrued and unpaid interest, or special interest, as the case may be, if any, on the outstanding Notes of such series to be due and payable.
The Company estimates that the net proceeds from the offering of the Notes will be approximately $975.7 million after deducting fees and estimated offering expenses.
The Company (1) used approximately $287.9 million of the net proceeds from the sale of the Notes, as well as approximately $25 million cash on hand, and issued approximately 0.6 million shares of Common Stock to repurchase approximately $285.9 million aggregate principal amount of the 2027 Notes through privately negotiated transactions entered into concurrently with the pricing of the offering, (2) used approximately $25 million of the net proceeds from the offering to repurchase concurrently with the closing of the offering, shares of Common Stock in privately negotiated transactions at a price per share equal to $108.00 and (3) expects to use the remainder of the net proceeds from the offering for general corporate purposes. Such share repurchases and the use of cash on hand were intended to offset a portion of the dilutive effect of the 2027 Notes.
The description of each Indenture and each series of Notes is qualified in its entirety by reference to the text of the Series A Notes Indenture, the Form of Series A Note, the Series B Notes Indenture and the Form of Series B Note, as applicable, copies of which are attached as Exhibits 4.1, 4.2, 4.3 and 4.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The Notes were issued to certain initial purchasers in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), in transactions not involving any public offering. The Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believe are “qualified institutional buyers,” as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of Common Stock that may be issued upon conversion of the Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders.
Initially, a maximum of 9,259,200 shares of Common Stock may be issued upon conversion of the Notes, based on the initial maximum conversion rate for each series of Notes of 9.2592 shares of Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.
The information set forth under the heading “Repurchases of 2027 Notes” in Item 8.01 below is incorporated by reference into this Item 2.03.
This Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or 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.
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Item 8.01 Other Events
Notes Offering Press Releases
On March 17, 2026, the Company issued a press release announcing (i) the Company’s proposed private offering of $600 million aggregate principal amount of Series A Notes and $150 million aggregate principal amount of Series B Notes, each pursuant to Rule 144A under the Securities Act and (ii) the Company’s intent to repurchase a portion of the 2027 Notes. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
On March 18, 2026, the Company issued a press release announcing that it had priced the above-referenced offering in an upsized amount of $725 million aggregate principal amount of Series A Notes and $150 million aggregate principal amount of Series B Notes. A copy of the press release is filed as Exhibit 99.2 hereto and is incorporated herein by reference.
Repurchases of 2027 Notes
Concurrently with the pricing of the offering of Notes, the Company entered into privately negotiated exchange agreements (the “Exchange Agreements”) with certain holders of its 2027 Notes, pursuant to which the Company agreed to repurchase approximately $285.9 million aggregate principal amount of its 2027 Notes using approximately $287.9 million of cash from the offering to repay the par amount, as well as approximately $25 million cash on hand, and issuing approximately 0.6 million shares of Common Stock for the remainder. The issuance of the shares of Common Stock in connection with such repurchases was undertaken in reliance upon an exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof.
The Company anticipates that such repurchases will settle on or about March 20, 2026. Upon settlement of such repurchases, the aggregate principal amount of 2027 Notes outstanding is expected to be reduced to approximately $190.6 million.
Item 9.01 Financial Statements and Exhibits
(d)
| Exhibit No. | Description | |
| 4.1 | Series A Notes Indenture, dated March 20, 2026, between Ormat Technologies, Inc. and U.S. Bank Trust Company, National Association, as trustee. | |
| 4.2 | Form of 1.50% Series A Convertible Senior Note due 2031 (included in Exhibit 4.1). | |
| 4.3 | Series B Notes Indenture, dated March 20, 2026, between Ormat Technologies, Inc. and U.S. Bank Trust Company, National Association, as trustee. | |
| 4.4 | Form of 0.00% Series B Convertible Senior Note due 2031 (included in Exhibit 4.3). | |
| 99.1 | Press Release dated March 17, 2026. | |
| 99.2 | Press Release dated March 18, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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 hereunto duly authorized.
| ORMAT TECHNOLOGIES, INC. | ||
| Dated: March 20, 2026 | By: | /s/ Assaf Ginzburg |
| Name: | Assaf Ginzburg | |
| Title: | Chief Financial Officer | |
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Exhibit 99.1
| Ormat Technologies Contact: Smadar Lavi VP Head of IR and ESG Planning & Reporting 775-356-9029 (ext. 65726) slavi@ormat.com |
Investor Relations Agency Contact: Joseph Caminiti or Josh Carroll Alpha IR Group 312-445-2870 ORA@alpha-ir.com |
Ormat Technologies, Inc. Announces Proposed Offering of $600 Million OF SERIES A Convertible Senior Notes and $150 Million of SERIES B Convertible Senior Notes
Reno, NV – March 17, 2026 – Ormat Technologies, Inc. (NYSE: ORA) (“Company” or “Ormat”) announced today its intention to offer $600 million aggregate principal amount of Series A Convertible Senior Notes due 2031 (the “Series A Notes”) and $150 million aggregate principal amount of Series B Convertible Senior Notes due 2031 (the “Series B Notes” and, together with the Series A Notes, the “Notes”) in private offerings to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), subject to market conditions and other factors. The Company also expects to grant to the initial purchasers options to purchase, in each case within a 13-day period beginning on, and including, the date on which the Notes are first issued, up to an additional $90 million aggregate principal amount and $22.5 million aggregate principal amount of Series A Notes and Series B Notes, respectively.
The Notes of each series will be unsecured senior obligations of the Company. Each series of Notes will mature on March 15, 2031, unless earlier converted, redeemed or repurchased in accordance with its terms prior to such date. Interest on each series of Notes will be payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2026.
The Notes of each series will be convertible at the option of the holders, prior to the close of business on the business day immediately preceding November 15, 2030, only under certain circumstances and during certain periods, and on or after November 15, 2030, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Company will pay cash up to the aggregate principal amount of the Notes to be converted and pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the Notes being converted. Neither series of Notes will be redeemable at the Company’s option prior to March 20, 2029. On or after March 20, 2029 and on or prior to the 61st scheduled trading day immediately preceding the maturity date, the Notes of each series will be redeemable at the Company’s option (subject to certain limitations) if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for such series of Notes for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on and including the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
Holders of the Series B Notes may require the Company to repurchase for cash all or part of their Series B Notes in principal amounts of $1,000 or a multiple thereof on March 15, 2027 (the “optional repurchase date”) at an optional repurchase price equal to 100% of the principal amount of the Series B Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the optional repurchase date.
The terms of the Notes of each series, including the interest rate, conversion rate, and principal amount, will depend on market conditions at the time of pricing and will be determined by negotiations between the Company and the initial purchasers.
The Company expects to use (1) a portion of the net proceeds from the proposed offering, as well as $25 million cash on hand, to repurchase concurrently with the pricing of the offering a portion of its outstanding 2.50% convertible senior notes due 2027 (the “2027 Notes”) through privately negotiated transactions as described below, (2) up to $25 million of the net proceeds from the offering to repurchase concurrently with the closing of this offering shares of its common stock in privately negotiated transactions at a price per share equal to the closing price of such common stock on the date of the pricing of the offering, and (3) the remainder of the net proceeds from the offering for general corporate purposes. Such share repurchases and the use of cash on hand are intended to offset a portion of the dilutive effect of the 2027 Notes.
The share repurchases referenced above could increase (or reduce the size of any decrease) the market price of the Company’s common stock or the Notes, which could affect the noteholders’ ability to convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of the Notes, it could affect the number of shares of common stock, if any, and value of the consideration that noteholders will receive upon conversion of the Notes.
The Company expects to repurchase a portion of the 2027 Notes through privately negotiated transactions entered into concurrently with the pricing of the offering. The terms of any repurchases of the 2027 Notes will depend on factors including the market price of the Company’s common stock and the trading price of the 2027 Notes at the time of such repurchases. The consideration for any such repurchases is expected to include a combination of cash from the offering to repay the par amount, and $25 million cash on hand and shares of the Company’s common stock for the remainder. The Company expects that holders of the outstanding 2027 Notes that have hedged their equity price risk with respect to the 2027 Notes (the “hedged holders”) will, concurrently with the pricing of the Notes, unwind their hedge positions by buying the Company’s common stock and/or entering into or unwinding various derivative transactions with respect to the Company’s common stock. The amount of the Company’s common stock to be purchased by the hedged holders may be substantial in relation to the historic average daily trading volume of the Company’s common stock. This activity by the hedged holders may increase the effective conversion price of the Notes. In connection with any repurchase of the 2027 Notes, the Company intends to permit the existing capped call transactions that the Company entered into when the 2027 Notes were issued to remain outstanding in accordance with their terms.
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The Notes will only be offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The offer and the sale of the Notes and the shares of the Company’s common stock issuable upon conversion of the Notes or in connection with any repurchases of the 2027 Notes, if any, have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from such registration requirements.
This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes or the shares of the Company’s common stock issuable upon conversion of the Notes, if any, nor will there be any offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
ABOUT ORMAT TECHNOLOGIES
With over five decades of experience, Ormat Technologies, Inc. is a leading geothermal company, and the only vertically integrated company engaged in geothermal and recovered energy generation (“REG”), with robust plans to accelerate long-term growth in the energy storage market and to establish a leading position in the U.S. energy storage market. The Company owns, operates, designs, manufactures and sells geothermal and REG power plants primarily based on the Ormat Energy Converter – a power generation unit that converts low-, medium- and high-temperature heat into electricity. The Company has engineered, manufactured and constructed power plants, which it currently owns or has installed for utilities and developers worldwide, totaling approximately 3,600MW of gross capacity. Ormat leveraged its core capabilities in the geothermal and REG industries and its global presence to expand the Company’s activity into energy storage services, solar Photovoltaic (PV) and energy storage plus Solar PV. Ormat’s current total generating portfolio is 1,835MW with a 1,340MW geothermal and solar generation portfolio that is spread globally in the U.S., Kenya, Guatemala, Indonesia, Honduras, and Guadeloupe, and a 495MW energy storage portfolio that is located in the U.S.
ORMAT’S SAFE HARBOR STATEMENT
Information provided in this press release may contain statements relating to current expectations, estimates, forecasts and projections about future events that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects or anticipates will or may occur in the future, including such matters as the terms of the proposed offering (including the intended use of proceeds from the offering), expectations regarding the repurchases of the 2027 Notes, the effect of the share repurchases and any repurchases of the 2027 Notes, our projections of annual revenues, expenses and debt service coverage with respect to our debt securities, future capital expenditures, business strategy, competitive strengths, goals, development or operation of generation assets, legal, market, industry and geopolitical developments and incentives, technological changes, demand for renewable energy, and the growth of our business and operations, are forward-looking statements. When used in this press release, the words “may”, “will”, “could”, “should”, “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “predicts”, “projects”, “potential”, “targets”, “goal”, “outlook”, “guidance”, or “contemplate” or the negative of these terms or other comparable terminology are intended to identify forward-looking statements, although not all forward-looking statements contain such words or expressions. These forward-looking statements generally relate to Ormat’s plans, objectives, goals and expectations for future operations and are based upon its management’s current estimates and projections of future results or trends. Although the Company believes that its plans and objectives reflected in or suggested by these forward-looking statements are reasonable, the Company may not achieve these plans or objectives. Actual future results may differ materially from those projected as a result of certain risks and uncertainties, including risks related to regulatory changes, geopolitical developments, commodity prices, interest rates, supply chain disruptions, and other risks described under “Risk Factors” as described in Ormat’s annual report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”) on February 26, 2026 and our other reports that are filed from time to time with the SEC.
These forward-looking statements are made only as of the date hereof, and, except as legally required, the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
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Exhibit 99.2
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Ormat Technologies Contact:
|
Investor Relations Agency Contact: Joseph Caminiti or Josh Carroll Alpha IR Group 312-445-2870 ORA@alpha-ir.com |
Ormat Technologies, Inc. Announces pricing of upsized Offering of $725 Million OF SERIES A Convertible Senior Notes and $150 Million of SERIES B Convertible Senior Notes
Reno, NV – March 18, 2026 – Ormat Technologies, Inc. (NYSE: ORA) (“Company” or “Ormat”) announced today that it priced private offerings of $725 million aggregate principal amount of 1.50% Series A Convertible Senior Notes due 2031 (the “Series A Notes”) and $150 million aggregate principal amount of 0.00% Series B Convertible Senior Notes due 2031 (the “Series B Notes” and, together with the Series A Notes, the “Notes”). The size of the offering was increased from the previously announced $750 million total aggregate principal amount ($600 million principal amount of the Series A Notes and $150 million of the Series B Notes). The Notes will only be sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company also granted to the initial purchasers options to purchase, in each case within a 13-day period beginning on, and including, the date on which the Notes are first issued, up to an additional $100 million aggregate principal amount and $25 million aggregate principal amount of Series A Notes and Series B Notes, respectively. The sale is expected to close on March 20, 2026, subject to satisfaction of the conditions to closing.
The Notes of each series will be unsecured senior obligations of the Company. Each series of Notes will mature on March 15, 2031, unless earlier converted, redeemed or repurchased in accordance with its terms prior to such date. For the Series A Notes, interest will accrue at a rate of 1.50% per year and will be payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2026. The Series B Notes will not bear regular interest, and the principal amount of the Series B Notes will not accrete.
The Notes of each series will be convertible at the option of the holders, prior to the close of business on the business day immediately preceding November 15, 2030, only under certain circumstances and during certain periods, and on or after November 15, 2030, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The initial conversion rate for the Series A Notes will be 7.1225 shares of the Company’s common stock for each $1,000 principal amount of Series A Notes (equivalent to an initial conversion price of approximately $140.40 per share of the Company’s common stock, which represents a premium of approximately 30% over the last reported sales price of the Company’s common stock on the New York Stock Exchange on March 17, 2026), and the initial conversion rate for the Series B Notes will be 7.1225 shares of the Company’s common stock for each $1,000 principal amount of Series B Notes (equivalent to an initial conversion price of approximately $140.40 per share of the Company’s common stock, which represents a premium of approximately 30% over the last reported sales price of the Company’s common stock on the New York Stock Exchange on March 17, 2026). Upon conversion, the Company will pay cash up to the aggregate principal amount of the Notes to be converted and pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the Notes being converted. Neither series of Notes will be redeemable at the Company’s option prior to March 20, 2029. On or after March 20, 2029, and on or prior to the 61st scheduled trading day immediately preceding the maturity date, the Notes of each series will be redeemable at the Company’s option (subject to certain limitations) if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for such series of Notes for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on and including the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus (i) in the case of the Series A Notes, accrued and unpaid interest or (ii) in the case of the Series B Notes, any accrued and unpaid special interest, in each case to, but excluding, the redemption date.
Holders of the Series B Notes may require the Company to repurchase for cash all or part of their Series B Notes in principal amounts of $1,000 or a multiple thereof on March 15, 2027 (the “optional repurchase date”) at an optional repurchase price equal to 100% of the principal amount of the Series B Notes to be repurchased, plus any accrued and unpaid special interest to, but excluding, the optional repurchase date.
The Company estimates that the net proceeds from the sale of the Notes, after deducting initial purchasers discounts and offering expenses, will be approximately $853.6 million (or approximately $975.7 million if the initial purchasers exercise their options to purchase additional Notes of each series in full). The Company expects to use (1) approximately $287.9 million of the net proceeds from the offering, as well as approximately $25 million cash on hand, and to issue approximately 0.6 million shares of its common stock to repurchase approximately $285.9 million aggregate principal amount of the Company’s 2.50% convertible senior notes due 2027 (the “2027 Notes”) through privately negotiated transactions entered into concurrently with the pricing of the offering as described below, (2) approximately $25 million of the net proceeds from the offering to repurchase concurrently with the closing of this offering, shares of its common stock in privately negotiated transactions at a price per share equal to $108.00, which is the last reported sales price of such common stock on the New York Stock Exchange on March 17, 2026, and (3) the remainder of the net proceeds from the offering for general corporate purposes. Such share repurchases and the use of cash on hand are intended to offset a portion of the dilutive effect of the 2027 Notes.
The share repurchases referenced above could increase (or reduce the size of any decrease) the market price of the Company’s common stock or the Notes, which could affect the noteholders’ ability to convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of the Notes, it could affect the number of shares of common stock, if any, and value of the consideration that noteholders will receive upon conversion of the Notes.
Concurrently with the pricing of the offering, the Company entered into privately negotiated transactions with certain holders of the 2027 Notes to repurchase, for approximately $287.9 million of cash from the offering to repay the par amount, as well as approximately $25 million cash on hand and shares of the Company’s common stock for the remainder, approximately $285.9 million aggregate principal amount of its 2027 Notes, including accrued and unpaid interest on the 2027 Notes, on terms negotiated with each holder of 2027 Notes repurchased (each, a “note repurchase transaction”). The offering is not contingent upon the repurchase of the 2027 Notes. In connection with any note repurchase transaction, the Company expects that holders of the outstanding 2027 Notes who have hedged their equity price risk with respect to the 2027 Notes (the “hedged holders”) will unwind their hedge positions by buying the Company’s common stock and/or entering into or unwinding various derivative transactions with respect to the Company’s common stock. The amount of the Company’s common stock to be purchased by the hedged holders may be substantial in relation to the historic average daily trading volume of the Company’s common stock. This activity by the hedged holders could increase (or reduce the size of any decrease in) the market price of the Company’s common stock, including concurrently with the pricing of the Notes, and may have resulted in higher effective conversion prices of the Notes. In connection with any repurchase of the 2027 Notes, the Company intends to permit the existing capped call transactions that the Company entered into when the 2027 Notes were issued to remain outstanding in accordance with their terms.
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The Notes were only offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The offer and the sale of the Notes and the shares of the Company’s common stock issuable upon conversion of the Notes or in connection with any repurchases of the 2027 Notes, if any, have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction, and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from such registration requirements.
This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes or the shares of the Company’s common stock issuable upon conversion of the Notes, if any, nor will there be any offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
ABOUT ORMAT TECHNOLOGIES
With over five decades of experience, Ormat Technologies, Inc. is a leading geothermal company, and the only vertically integrated company engaged in geothermal and recovered energy generation (“REG”), with robust plans to accelerate long-term growth in the energy storage market and to establish a leading position in the U.S. energy storage market. The Company owns, operates, designs, manufactures and sells geothermal and REG power plants primarily based on the Ormat Energy Converter – a power generation unit that converts low-, medium- and high-temperature heat into electricity. The Company has engineered, manufactured and constructed power plants, which it currently owns or has installed for utilities and developers worldwide, totaling approximately 3,600MW of gross capacity. Ormat leveraged its core capabilities in the geothermal and REG industries and its global presence to expand the Company’s activity into energy storage services, solar photovoltaic (PV) and energy storage plus Solar PV. Ormat’s current total generating portfolio is 1,835MW with a 1,340MW geothermal and solar generation portfolio that is spread globally in the U.S., Kenya, Guatemala, Indonesia, Honduras, and Guadeloupe, and a 495MW energy storage portfolio that is located in the U.S.
ORMAT’S SAFE HARBOR STATEMENT
Information provided in this press release may contain statements relating to current expectations, estimates, forecasts and projections about future events that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects or anticipates will or may occur in the future, including such matters as the terms of the offering (including the intended use of proceeds from the offering), expectations regarding the repurchases of the 2027 Notes, the effect of the share repurchases and any repurchases of the 2027 Notes, our projections of annual revenues, expenses and debt service coverage with respect to our debt securities, future capital expenditures, business strategy, competitive strengths, goals, development or operation of generation assets, legal, market, industry and geopolitical developments and incentives, technological changes, demand for renewable energy, and the growth of our business and operations, are forward-looking statements. When used in this press release, the words “may”, “will”, “could”, “should”, “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “predicts”, “projects”, “potential”, “targets”, “goal”, “outlook”, “guidance”, or “contemplate” or the negative of these terms or other comparable terminology are intended to identify forward-looking statements, although not all forward-looking statements contain such words or expressions. These forward-looking statements generally relate to Ormat’s plans, objectives, goals and expectations for future operations and are based upon its management’s current estimates and projections of future results or trends. Although the Company believes that its plans and objectives reflected in or suggested by these forward-looking statements are reasonable, the Company may not achieve these plans or objectives. Actual future results may differ materially from those projected as a result of certain risks and uncertainties, including risks related to regulatory changes, geopolitical developments, commodity prices, interest rates, supply chain disruptions, and other risks described under “Risk Factors” as described in Ormat’s annual report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”) on February 26, 2026 and our other reports that are filed from time to time with the SEC.
These forward-looking statements are made only as of the date hereof, and, except as legally required, the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
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