Portland General Electric (NYSE: POR) plans $1.9B Washington utility acquisition
Portland General Electric Company agreed to acquire PacifiCorp’s Washington electric utility operations and select generation assets for
To support the purchase, PGE arranged up to
Positive
- Transformational Washington acquisition: Agreement to buy PacifiCorp’s Washington utility operations and select generation for
$1.9 billion , adding roughly 140,000 customers and ~800 MW of generation at about 1.4x estimated2026 rate base, with management expecting first full-year EPS accretion. - Visible growth and guidance: 2025 non-GAAP EPS of
$3.05 alongside 2026 adjusted EPS guidance of$3.33–$3.53 per diluted share and a reiterated 5%–7% long-term EPS growth target, supported by strong industrial demand and sizable capital investment.
Negative
- None.
Insights
PGE is using a large Washington acquisition to expand regulated scale and guided EPS growth.
PGE plans to buy PacifiCorp’s Washington utility for
Financing relies on a mix of bridge debt, a
Operationally, PGE is layering this deal onto robust organic growth, including 430 MW of new data center contracts and 2025 industrial load growth of
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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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:
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Emerging growth company
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Item 1.01 Entry into a Material Definitive Agreement.
On February 15, 2026, Portland General Electric Company, an Oregon corporation (“PGE”), through a newly formed, wholly owned subsidiary (“Buyer”), entered into an Asset Purchase and Service Area Transfer Agreement (the “Agreement) with PacifiCorp, an Oregon corporation (the “Seller”). PGE is party to the Agreement as guarantor of the Buyer’s obligations through the closing of the transactions contemplated by the Agreement (the “Closing”). Under the Agreement, the Buyer will acquire certain assets (the “Transferred Assets”) and assume certain liabilities (the “Assumed Liabilities”) related to: (i) the electric transmission and distribution business conducted by the Seller serving customers in the Washington counties of Lewis, Yakima, Walla Walla, Columbia, Garfield and Benton (the “Service Area”); and (ii) the ownership and operation of the following generation facilities, including related interconnection and other facilities: Chehalis combined cycle gas turbine in Lewis County (“Chehalis”), Goodnoe Hills Wind in Klickitat County and Marengo I and Marengo II Wind in Columbia County (the “Business”). In connection with the Closing, the Buyer will assume the obligation to provide electric service in the Service Area. Certain liabilities are excluded from this transaction, including liabilities associated with wildfires outside of Washington. Capitalized terms used herein and not otherwise defined have the meanings set forth in the Agreement.
Pursuant to the Agreement, in consideration for the Transferred Assets, the Buyer will pay at the Closing $1.9 billion in cash plus additional cash consideration for the value of specified assets delivered at closing (the “Cash Consideration”). The Cash Consideration is subject to certain adjustments as specified in the Agreement and excludes consideration for certain Non-Finalized Regulatory Assets, which will be determined and paid after the Closing upon final regulatory determination.
In connection with its entry into the Agreement, PGE entered into a debt commitment letter, dated February 15, 2026, and related fee letters with Barclays Bank PLC and JPMorgan Chase Bank, N.A. (together, the “Commitment Parties”), pursuant to which, and subject to the terms and conditions set forth therein, the Commitment Parties have committed to provide to PGE up to $1.9 billion in an aggregate principal amount of senior unsecured bridge loans under a 364-day bridge loan credit facility (the “Bridge Facility”). The Bridge Facility is subject to customary commitment reductions in the event that certain permanent financing or other proceeds are obtained on or prior to the Closing and to customary closing conditions, including that, substantially concurrently with the initial funding under the Bridge Facility, the Transaction shall be consummated.
PGE also entered into a credit facilities engagement letter, dated February 15, 2026, and a related fee letter with the Commitment Parties, pursuant to which, and subject to the terms and conditions set forth therein, the Commitment Parties agreed to use commercially reasonable efforts to arrange $681 million in aggregate principal amount of senior unsecured delayed draw term loans under a 364-day term loan credit facility (the “Term Facility” and, together with the Bridge Facility, the “Debt Facilities”) and have committed to provide $476.7 million of such Term Facility. The proceeds of the loans under the Debt Facilities, to the extent drawn upon by PGE and/or the Buyer, as applicable, would be used to finance, in part, the Transaction and the payment of fees and expenses incurred in connection with the Transaction.
The Buyer expects to finance up to $600 million of the Cash Consideration with equity commitments from Manulife Infrastructure Fund III, L.P. and its affiliates including John Hancock Life Insurance Company (U.S.A.) and the remainder with the proceeds of debt financing. Assuming the Closing of the transactions contemplated by the Agreement (the “Transaction”) and the consummation of the financing transaction described above, Manulife Investment Management will be PGE's joint venture partner in the ownership of the Business.
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Consummation of the Transaction is subject to customary closing conditions and the absence of any law or order restraining, enjoining, or otherwise prohibiting the Transaction. The Agreement is also subject to closing conditions for (i) the receipt of regulatory approvals for the execution, delivery, and performance of the Agreement and the consummation of the Transaction, including under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR”), Section 203 of the Federal Power Act from the Federal Energy Regulatory Commission (“FERC”), the Washington Utilities and Transportation Commission (“WUTC”), the Public Utility Commission of Oregon (“OPUC”) (including the Buyer’s purchase of the Transferred Assets (“Asset Purchase Approval”)); the Idaho Public Utilities Commission (“IPUC”), the Public Service Commission of Utah (“UPSC”), the Public Utilities Commission of the State of California (“CPUC”) and the Public Service Commission of Wyoming (“WPSC”); (ii) receipt of a waiver from FERC with respect to the bidding and posting obligations under FERC’s regulations with regard to two gas transportation agreements related to Chehalis; (iii) the transfer, assignment, reissuance, or issuance in the name of the Buyer of certain specified business permits; and (iv) the receipt of certain additional specified federal and state regulatory approvals (collectively, the “Required Regulatory Approvals”), in each case, without the imposition of an unduly burdensome regulatory condition (“Burdensome Condition”). In addition, the Agreement contains closing conditions related to the non-occurrence of a wildfire casualty event that is continuing which would be reasonably expected to have an aggregate liability to the Acquired Business, taken as a whole, after giving effect to the completion of the Transaction of greater than $35 million in excess of available insurance coverage applicable to such liabilities. The establishment of a Holding Company, currently being evaluated by the OPUC, is not a closing condition to the Transaction.
The Agreement also contains customary representations, warranties, and covenants for a transaction of this type, including, among others, covenants regarding (i) the Seller’s conduct of the Business prior to the Closing, (ii) cooperation and efforts (including the preparation of filings and taking other actions) to obtain Required Regulatory Approvals, (iii) financing cooperation, and (iv) public announcements.
The Agreement contains certain customary termination rights, including the right of each of the Seller and the Buyer to terminate the Agreement after August 15, 2027 (the “Outside Date”); provided that the Outside Date will automatically be extended for six months if, at that time, all closing conditions (other than those to be satisfied at the Closing or those relating to the receipt of certain regulatory approvals) are satisfied or are capable of being satisfied at the Closing. The right to terminate on this basis is not available to a party whose breach was the primary cause of the failure to close by the Outside Date.
The Agreement provides for a $35 million termination fee payable by the Buyer to the Seller if the Agreement is terminated due to (i) failure to obtain applicable antitrust clearances or FERC approval (other than, with respect to FERC approval, as a result of the imposition of a Burdensome Condition), (ii) a WUTC determination that the rate base of the Transferred Assets is less than $1.36 billion (or a failure by WUTC to make a determination as to the rate base of the Transferred Assets), or (iii) the Buyer terminating the Agreement due to the existence of certain uncured real property title issues. The Agreement also provides for a $35 million termination fee payable by the Seller to the Buyer if the Agreement is terminated due to (i) failure to obtain certain state regulatory approvals from the IPUC, UPSC, WPSC, WUTC or OPUC, in each case other than as a result of the imposition of a Burdensome Condition); (ii) a termination by the Seller due to a negative decommissioning proceeding outcome resulting in a Burdensome Condition to the Seller; or (iii) an outcome in the Seller’s Multistate Protocol proceedings resulting in a Burdensome Condition to the Seller, in each case as further described in the Agreement.
The Agreement also provides that either party may seek specific performance to enforce its obligations under the
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Agreement, subject to the terms and conditions set forth therein; provided that in no event will the Seller be entitled to receive both a grant of specific performance requiring the Buyer to consummate the Closing and payment of the Termination Fee.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated by reference herein. The Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about PGE, the Buyer, the Seller, or the Transferred Assets. In particular, the representations, warranties, and covenants of each party set forth in the Agreement have been made only for the purposes of, and were and are solely for the benefit of, the parties to the Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosure letter made for the purposes of allocating contractual risk between the parties to the Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. The confidential disclosure letter contains information that modifies, qualifies and creates exceptions to the representations and warranties and certain covenants set forth in the Agreement.
Item 2.02 Results of Operations and Financial Condition.
The following information is furnished pursuant to Item 2.02.
On February 17, 2026, PGE issued a press release announcing its financial results for the quarter and year ended December 31, 2025. The press release is furnished herewith as Exhibit 99.1 to this Report.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 above is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
The following information is furnished pursuant to Item 7.01.
At 8:00 a.m. ET on Tuesday, February 17, 2026, PGE will hold its quarterly earnings call and webcast, and will use a slide presentation in conjunction with the earnings call. A copy of the slide presentation is furnished herewith as Exhibit 99.2 to this Report.
Forward-Looking Statements
The information presented herein includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are based on current expectations, estimates, and projections about the industry and markets in which PGE operates and beliefs of and assumptions made by PGE’s management, involve risks and uncertainties, which are difficult to predict and are not guarantees of future performance, and could significantly affect the financial results of PGE. All statements, other than statements of historical facts, that are presented herein, or in response to questions or otherwise, that address activities, events
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or developments that may occur in the future, including such matters as activities related to our financial or operational projections including financial condition and cash flows, projected synergies, capital expenditures, liquidity, business strategy, competitive strengths, goals, future acquisitions or dispositions, market and industry developments and the growth of our businesses and operations (often, but not always, through the use of words or phrases, or the negative variations of those words or other comparable words of a future or forward-looking nature, including, but not limited to: “intends,” “plans,” “will likely,” “unlikely,” “believe,” “confident”, “expect,” “seek,” “anticipate,” “estimate,” “continue,” “will,” “shall,” “should,” “could,” “may,” “might,” “predict,” “project,” “forecast,” “target,” “potential,” “goal,” “objective,” “guidance” and “outlook”), are forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements.
Although PGE believes that in making any such forward-looking statement, PGE’s expectations are based on reasonable assumptions, any such forward-looking statement involves uncertainties and risks that could cause results to differ materially from those projected in or implied by any such forward-looking statement, including, but not limited to: (i) the ultimate outcome of the Transaction; (ii) PGE’s, the Buyer’s and the Seller’s ability to consummate the Transaction; (iii) the conditions to the completion of the Transaction; (iv) that Required Regulatory Approvals may not be obtained on the terms expected or on the anticipated schedule or at all; (v) the possibility that PGE may be unable to achieve anticipated benefits within the expected time-frames or at all and to successfully integrate the Transferred Assets with those of PGE; (vi) that such integration may be more difficult, time-consuming or costly than expected; and (vii) those additional risks and factors discussed in reports filed with the Securities and Exchange Commission by PGE from time to time, including the uncertainties and risks discussed in the sections entitled “Risk Factors” and “Forward-Looking Statements” in PGE’s annual report on Form 10-K for the year ended December 31, 2025 and any subsequently filed current reports on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
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Exhibits. |
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2.1 |
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Asset Purchase and Service Area Transfer Agreement, dated February 15, 2026, by and among PGE, Gem Sub LLC, and PacifiCorp. |
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99.1 |
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Press release issued by Portland General Electric Company dated February 17, 2026. |
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99.2 |
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Portland General Electric Company Fourth Quarter 2025 Slides dated February 17, 2026. |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
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.
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PORTLAND GENERAL ELECTRIC COMPANY |
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(Registrant) |
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Date: |
February 17, 2026 |
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By: |
/s/ Joseph R. Trpik |
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Joseph R. Trpik |
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Senior Vice President, Finance and Chief Financial Officer |
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Exhibit 99.1
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Portland General Electric One World Trade Center
News Release |
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FOR IMMEDIATE RELEASE |
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Feb. 17, 2026 |
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Media Contact: |
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Investor Contact: |
Drew Hanson |
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Nick White |
Corporate Communications |
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Investor Relations |
Phone: 503-464-2067 |
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Phone: 503-464-8073 |
Portland General Electric announces acquisition of Washington state utility operations and select assets from PacifiCorp, 2025 financial results and initiates 2026 earnings guidance
PORTLAND, Oregon -- Portland General Electric Company (NYSE: POR) today announced an agreement to acquire select Washington state generation, transmission and electric utility operations from PacifiCorp for $1.9 billion, representing a purchase price multiple of 1.4x estimated 2026 rate base. The acquisition will enable PGE to extend its long-standing commitments to reliability, affordability, economic development and a customer centric approach to approximately 140,000 Washington customers. PGE expects accretion in the first full year upon closing and overall enhancement of PGE’s long-term EPS and dividend growth from the transaction.
“We are excited for the opportunity to continue to grow, expanding into Washington and building upon PGE's foundation of operational excellence and customer service," said Maria Pope, president and CEO. "We look forward to our partnership with Manulife Investment Management, who brings a track record of investment success across the utility sector and Pacific Northwest agriculture and timberland industries."
Under the agreement, PGE will acquire three generation facilities: the Chehalis natural-gas plant (477 MW), the Goodnoe Hills wind facility (94 MW), and the Marengo I and II wind facilities (234 MW). The acquisition also includes 4,500 miles of transmission and distribution lines, and local utility operations across 2,700 square miles.
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Central to this acquisition is PGE’s partnership with Manulife Infrastructure Fund III, L.P. and its affiliates including John Hancock Life Insurance Company (USA), which will collectively be a minority owner of the Washington utility business. Manulife Investment Management is an experienced, long-term investor in infrastructure, agriculture, and timberland with roots in the region - having managed farms and forests in the Pacific Northwest for more than two decades.
PGE will manage the Washington operations as a separate company through a newly formed subsidiary regulated by the Washington Utilities and Transportation Commission. PGE expects the state and federal regulatory reviews of the acquisition to close 12 months after submission of regulatory filings.
Lazard served as lead financial advisor and provided a fairness opinion to Portland General Electric. Barclays, J.P. Morgan and Citi also served as financial advisors to Portland General Electric. Latham & Watkins served as legal advisor to Portland General Electric. Goldman Sachs & Co. LLC served as financial advisor to Manulife Investment Management. Simpson Thacher & Bartlett LLP served as legal advisor to Manulife Investment Management.
Find more information on Manulife Investment Management, visit https://www.manulifeim.com/institutional/us/en
2025 Financial Results
Today, PGE also reported net income based on generally accepted accounting principles (GAAP) of $306 million, or $2.77 per diluted share, for the year ended December 31, 2025. After adjusting for the impact of business transformation and optimization expenses, 2025 non-GAAP net income was $336 million, or $3.05 per diluted share.
This compares with GAAP net income of $313 million, or $3.01 per diluted share, for the year ended December 31, 2024. After adjusting for the impact of the January 2024 winter storms, 2024 non-GAAP net income was $327 million, or $3.14 per diluted share.
GAAP net income was $41 million, or $0.36 per diluted share, for the fourth quarter of 2025. After adjusting for the impact of business transformation and optimization expenses, fourth quarter 2025 non-GAAP net income was $53 million, or $0.47 per diluted share. This compares with GAAP net income of $39 million, or $0.36 per diluted share, for the fourth quarter of 2024.
2025 Earnings Compared to 2024 Earnings
On a GAAP basis, total revenues increased, driven by continued demand growth from data center and high-tech customers and improved cost recovery. Purchased power and fuel expense declined slightly, reflecting stable market conditions and lower commodity prices. Operating and maintenance expenses remained largely flat. Depreciation and amortization expense and interest expense increased due to ongoing capital investment. Income tax expense increased primarily due to lower production tax credit benefits.
Additional Company Updates
High-tech and Data Center Growth
In 2025 and the first part of 2026, PGE executed five contracts with data center customers for 430 MW. The contracts build on PGE's track record of strong industrial demand, which has grown at a 10% compounded annual growth rate from 2020 to 2025, and forecast to continue at this rate through 2030.
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Resource Procurement
2023 Request for Proposals (RFP) - After a robust and competitive bidding and negotiating process as part of the 2023 RFP, PGE has entered into agreements to construct two solar and battery hybrid projects for a total of 615 MWs. Agreements for the PGE-owned resources include:
Additional Procurement Activities - PGE has also entered into the following agreements:
2025 Request for Proposals - PGE plans to file a request for acknowledgement of the final shortlist of bidders for the 2025 All-source RFP to the Public Utility Commission of Oregon (OPUC) on February 17, 2026. The final shortlist, which totals approximately 5,000 MW, is made up of both renewables and non-emitting capacity projects.
PGE is proceeding to commercial negotiations with projects on the final shortlist, prioritizing those that include renewable generation, have a viable pathway to achieve commercial operations earlier in the 2028 - 2030 eligibility period and to maximize tax credits to reduce project costs. The ultimate outcome of the RFP process may involve the selection of multiple projects for both renewable and non-emitting dispatchable capacity resources, which PGE expects will be approximately 2,500 MW in total.
Quarterly Dividend
As previously announced, on February 13, 2026, the board of directors of Portland General Electric Company approved a quarterly common stock dividend of $0.525 per share. The quarterly dividend is payable on or before April 15, 2026 to shareholders of record at the close of business on March 23, 2026.
2026 Earnings Guidance
PGE is reaffirming 5% to 7% long-term earnings per share growth using a base of $3.08 per diluted share, the mid-point of original 2024 adjusted earnings guidance.
PGE is also initiating full-year 2026 adjusted earnings guidance of $3.33 to $3.53 per diluted share based on the following assumptions:
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Business Update, Fourth Quarter and Full-Year 2025 Earnings Call and Webcast — Feb. 17, 2026
PGE will host a conference call with financial analysts and investors on Tuesday, February 17, 2026, at 8 a.m. ET. The conference call will be webcast live on the PGE website at investors.portlandgeneral.com. A webcast replay will also be available on PGE's investor website "Events & Presentations" page beginning at 2 p.m. ET on February 17, 2026. This conference call will replace the previously scheduled conference call on February 20, 2026.
Maria Pope, President and CEO; Joe Trpik, Senior Vice President of Finance and CFO; and Nick White, Manager of Investor Relations, will participate in the call. Management will respond to questions following formal comments.
Non-GAAP Financial Measures
This press release contains certain non-GAAP measures, such as adjusted earnings, adjusted EPS and adjusted earnings guidance. These non-GAAP financial measures exclude significant items that are generally not related to our ongoing business activities, are infrequent in nature, or both. PGE believes that excluding the effects of these items provides an alternative measure of the Company’s comparative earnings per share and enables investors to evaluate the Company’s operating financial performance trends, exclusive of items that are not normally associated with ongoing operations. Management utilizes non-GAAP measures to assess the Company’s current and forecasted performance, and for communications with shareholders, analysts and investors. Non-GAAP financial measures are supplementary information that should be considered in addition to, but not as a substitute for, the information prepared in accordance with GAAP.
Items in the periods presented, which PGE believes impact the comparability of comparative earnings and do not represent ongoing operating financial performance, include the following:
Due to the forward-looking nature of PGE’s non-GAAP adjusted earnings guidance, and the inherently unpredictable nature of items and events which could lead to the recognition of non-GAAP adjustments (such as, but not limited to, regulatory disallowances or extreme weather events), management is unable to estimate the occurrence or value of specific items requiring adjustment for future periods, which could potentially impact the Company’s GAAP earnings. Therefore, management cannot provide a reconciliation of non-GAAP adjusted earnings per share guidance to the most comparable GAAP financial measure without unreasonable effort. For the same reasons, management is unable to address the probable significance of unavailable information.
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PGE’s reconciliation of non-GAAP earnings for the years ended December 31, 2025 and December 31, 2024 and the quarter ended December 31, 2025, are below.
Non-GAAP Earnings Reconciliation for the year ended December 31, 2025
(Dollars in millions, except EPS)
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Net Income |
Diluted EPS |
GAAP as reported for the year ended December 31, 2025
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$ 306 |
$ 2.77 |
Exclusion of business transformation and optimization expenses |
42 |
0.38 |
Tax effect (1) |
(12) |
(0.10) |
Non-GAAP as reported for the year ended December 31, 2025
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$ 336 |
$ 3.05 |
Non-GAAP Earnings Reconciliation for the year ended December 31, 2024
(Dollars in millions, except EPS)
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Net Income |
Diluted EPS |
GAAP as reported for the year ended December 31, 2024
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$ 313 |
$ 3.01 |
Exclusion of January 2024 storm costs |
19 |
0.18 |
Tax effect (1) |
(5) |
(0.05) |
Non-GAAP as reported for the year ended December 31, 2024
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$ 327 |
$ 3.14 |
Non-GAAP Earnings Reconciliation for the quarter ended December 31, 2025
(Dollars in millions, except EPS)
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Net Income |
Diluted EPS |
GAAP as reported for the quarter ended December 31, 2025
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$ 41 |
$ 0.36 |
Exclusion of business transformation and optimization expenses |
17 |
0.15 |
Tax effect (1) |
(5) |
(0.04) |
Non-GAAP as reported for the quarter ended December 31, 2025
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$ 53 |
$ 0.47 |
(1) Tax effects were determined based on the Company’s full-year blended federal and state statutory rate.
# # #
About Portland General Electric Company
Portland General Electric (NYSE: POR) is an integrated energy company that generates, transmits and distributes electricity to nearly 960,000 customers serving an area of approximately 2 million Oregonians. Since 1889, Portland General Electric (PGE) has been powering economies, delivering safe, affordable and reliable electricity while working to transform energy systems to meet evolving customer needs. PGE continues to make progress towards emissions reduction targets, and customers have set the standard for prioritizing clean energy with the No. 1 voluntary renewable energy program in the country. PGE is ranked a top ten utility in the 2025 Forrester U.S. Customer Experience Index. In 2025, PGE employees and retirees volunteered over 18,300 hours to more than 400 nonprofits organizations. Through the PGE Foundation, along with corporate contributions and the employee matching gift
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program, more than $5 million was directed to charitable organizations supporting economic growth and community resilience across our service area. For information: portlandgeneral.com/news.
Safe Harbor Statement
Statements in this press release that relate to future plans, objectives, expectations, performance, events and the like may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent our estimates and assumptions as of the date of this report, and the Company assumes no obligation to update or revise any forward-looking statement as a result of new information, future events or other factors. Investors should not rely unduly on any forward-looking statements.
Forward-looking statements include statements, other than statements of historical or current fact, regarding the Company's earnings guidance (including all the assumptions and expectations upon which such guidance is based), the Company’s proposed purchase of electric utility operations and certain assets in Washington state from PacifiCorp (the “Acquisition”), the Company’s financing plans for the Acquisition, the timing of the closing of the Acquisition, and the realization of anticipated benefits of the Acquisition, as well as other statements containing words such as "anticipates," "assumptions," "believes," "continue,” "could," "estimates," "expects," "expected," "forecast," "goals," "guidance,” "intends," “may,” "plans," "predicts," “proposed,” "seeks," "should," well-positioned to execute,” "will," “working to,” or similar expressions.
Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. Such risks, uncertainties and other factors include, without limitation: the timing or outcome of various legal and regulatory actions; closing of the Acquisition being delayed or not occurring at all due to regulatory approvals not being obtained or other closing conditions not being fulfilled; opposition of the Acquisition from special interest groups; the Acquisition may encounter unanticipated delays or be postponed or canceled due to the occurrence of any event, change or other circumstance or condition that could give rise to the delay or termination of the Acquisition; the ability of the Company and Manulife Investment Management to obtain financing and remain invested in the acquired business; successful integration of the acquired business and the Company’s ability to achieve the anticipated benefits of the Acquisition within the expected timeframe; the acquired assets not performing as expected; the Company assuming unexpected risks, liabilities and obligations of the acquired assets; significant transaction costs associated with the Acquisition; the risk that disruptions from the Acquisition will harm the businesses, including current plans and operations; the ability to retain and/or hire key personnel to successfully operate and integrate the acquired assets; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Acquisition; new or revised governmental policies, executive orders, legislative actions, and regulatory audits, investigations and actions; uncertainties associated with increased energy demand or significant accelerated growth in demand due to new data centers; general economic conditions; trade tariffs; rising inflation; volatility in interest rates; changes in the tax code and treatment of tax credits; risks and uncertainties related to current or future All-Source Request for Proposals; changing customer expectations and choices that may reduce customer demand; natural or human-caused disasters and other risks or events that disrupt PGE operations, damage PGE facilities and systems, cause the release of harmful materials, cause fires, and subject the Company to liability; ignitions caused by PGE assets or PGE’s ability to effectively implement a Public Safety Power Shutoffs (PSPS) and de-energize its system in the event of heightened wildfire risk or implement effective system hardening programs; impacts from legislative action on wildfire-related liability; operational factors affecting the Company's power generating and battery storage facilities; default or nonperformance on the part of any parties from whom PGE purchases fuel, capacity or energy; complications arising from PGE’s jointly-owned plant; delays in the supply chain and increased supply costs; failure to complete capital projects on schedule or within budget; failure to obtain permits necessary to operate the business; PGE’s ability to complete negotiations on contracts for capital projects; failure of counterparties to perform under agreements for capital projects; abandonment of capital projects; volatility in wholesale power and natural gas prices; changes in the availability and price of wholesale power and fuels; changes in capital market conditions; future laws, regulations and proceedings that could increase the Company’s costs of operating its thermal generating plants; changes in, and compliance with, and general uncertainty surrounding environmental laws and policies; the effects of climate change, whether global or local in nature; changes in customer growth or demographic patterns; changes in the Company's or
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Manulife Investment Management credit ratings, any of which could impact cost of capital and access to capital markets to support requirements for funding the Acquisition, working capital, construction of capital projects, repayments of maturing debt, and stock-based compensation plans; the effectiveness of PGE's risk management policies and procedures; cybersecurity attacks, data security breaches, physical attacks and security breaches, or other malicious acts internally or to third parties; reputational damage from negative publicity, protests, fines, penalties and other negative consequences; employee workforce factors, including potential strikes, work stoppages, transitions in senior management, and the ability to recruit and retain key employees and other talent and turnover; failure to achieve the Company's greenhouse gas emission goals or being perceived to have either failed to act responsibly with respect to the environment or effectively responded to legislative requirements concerning greenhouse gas emission reductions; acts of war, terrorism or civil disruption; and those risks, uncertainties, and other factors identified in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the United States Securities and Exchange Commission (SEC)and available through the EDGAR system free-of-charge on the SEC's website, www.sec.gov and on the Company's website, investors.portlandgeneral.com.
POR
Source: Portland General Company
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PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in millions, except per share amounts)
(Unaudited)
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Years Ended December 31, |
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2025 |
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2024 |
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2023 |
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|||
Revenues: |
|
|
|
|
|
|
|
|
|
|||
Revenues, net |
|
$ |
3,555 |
|
|
$ |
3,480 |
|
|
$ |
2,912 |
|
Alternative revenue programs, net of amortization |
|
|
21 |
|
|
|
(40 |
) |
|
|
11 |
|
Total Revenues |
|
|
3,576 |
|
|
|
3,440 |
|
|
|
2,923 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|||
Purchased power and fuel |
|
|
1,411 |
|
|
|
1,418 |
|
|
|
1,190 |
|
Generation, transmission and distribution |
|
|
450 |
|
|
|
436 |
|
|
|
374 |
|
Administrative and other |
|
|
392 |
|
|
|
403 |
|
|
|
341 |
|
Depreciation and amortization |
|
|
578 |
|
|
|
496 |
|
|
|
458 |
|
Taxes other than income taxes |
|
|
190 |
|
|
|
175 |
|
|
|
164 |
|
Total operating expenses |
|
|
3,021 |
|
|
|
2,928 |
|
|
|
2,527 |
|
Income from operations |
|
|
555 |
|
|
|
512 |
|
|
|
396 |
|
Interest expense, net |
|
|
232 |
|
|
|
211 |
|
|
|
173 |
|
Other income: |
|
|
|
|
|
|
|
|
|
|||
Allowance for equity funds used during construction |
|
|
18 |
|
|
|
23 |
|
|
|
19 |
|
Miscellaneous income, net |
|
|
18 |
|
|
|
26 |
|
|
|
31 |
|
Other income, net |
|
|
36 |
|
|
|
49 |
|
|
|
50 |
|
Income before income taxes |
|
|
359 |
|
|
|
350 |
|
|
|
273 |
|
Income tax expense |
|
|
53 |
|
|
|
37 |
|
|
|
45 |
|
Net income |
|
$ |
306 |
|
|
$ |
313 |
|
|
$ |
228 |
|
|
|
|
|
|
|
|
|
|
|
|||
Weighted-average shares outstanding (in thousands): |
|
|
|
|
|
|
|
|
|
|||
Basic |
|
|
110,471 |
|
|
|
103,946 |
|
|
|
97,760 |
|
Diluted |
|
|
110,739 |
|
|
|
104,159 |
|
|
|
97,952 |
|
|
|
|
|
|
|
|
|
|
|
|||
Earnings per share: |
|
|
|
|
|
|
|
|
|
|||
Basic |
|
$ |
2.77 |
|
|
$ |
3.02 |
|
|
$ |
2.33 |
|
Diluted |
|
$ |
2.77 |
|
|
$ |
3.01 |
|
|
$ |
2.33 |
|
Page 8
PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In millions)
(Unaudited)
|
|
As of December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
ASSETS |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
76 |
|
|
$ |
12 |
|
Accounts receivable, net |
|
|
460 |
|
|
|
456 |
|
Inventories, at average cost: |
|
|
|
|
|
|
||
Materials and supplies |
|
|
99 |
|
|
|
92 |
|
Fuel |
|
|
25 |
|
|
|
22 |
|
Regulatory assets—current |
|
|
168 |
|
|
|
205 |
|
Other current assets |
|
|
244 |
|
|
|
238 |
|
Total current assets |
|
|
1,072 |
|
|
|
1,025 |
|
Electric utility plant: |
|
|
|
|
|
|
||
In service |
|
|
15,996 |
|
|
|
14,863 |
|
Accumulated depreciation and amortization |
|
|
(5,419 |
) |
|
|
(5,085 |
) |
In service, net |
|
|
10,577 |
|
|
|
9,778 |
|
Construction work-in-progress |
|
|
416 |
|
|
|
567 |
|
Electric utility plant, net |
|
|
10,993 |
|
|
|
10,345 |
|
Regulatory assets—noncurrent |
|
|
619 |
|
|
|
632 |
|
Nuclear decommissioning trust |
|
|
42 |
|
|
|
30 |
|
Non-qualified benefit plan trust |
|
|
36 |
|
|
|
34 |
|
Other noncurrent assets |
|
|
468 |
|
|
|
478 |
|
Total assets |
|
$ |
13,230 |
|
|
$ |
12,544 |
|
PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES
Page 9
CONSOLIDATED BALANCE SHEETS, continued
(In millions, except share amounts)
(Unaudited)
|
|
As of December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
330 |
|
|
$ |
365 |
|
Liabilities from price risk management activities—current |
|
|
158 |
|
|
|
147 |
|
Current portion of long-term debt |
|
|
— |
|
|
|
170 |
|
Current portion of finance lease obligations |
|
|
27 |
|
|
|
27 |
|
Accrued expenses and other current liabilities |
|
|
478 |
|
|
|
410 |
|
Total current liabilities |
|
|
993 |
|
|
|
1,119 |
|
Long-term debt, net of current portion |
|
|
4,662 |
|
|
|
4,354 |
|
Regulatory liabilities—noncurrent |
|
|
1,490 |
|
|
|
1,440 |
|
Deferred income taxes |
|
|
601 |
|
|
|
564 |
|
Deferred investment tax credits |
|
|
194 |
|
|
|
61 |
|
Unfunded status of pension and postretirement plans |
|
|
107 |
|
|
|
140 |
|
Liabilities from price risk management activities—noncurrent |
|
|
56 |
|
|
|
72 |
|
Asset retirement obligations |
|
|
299 |
|
|
|
292 |
|
Non-qualified benefit plan liabilities |
|
|
70 |
|
|
|
74 |
|
Finance lease obligations, net of current portion |
|
|
263 |
|
|
|
276 |
|
Other noncurrent liabilities |
|
|
362 |
|
|
|
358 |
|
Total liabilities |
|
|
9,097 |
|
|
|
8,750 |
|
Commitments and contingencies (see notes) |
|
|
|
|
|
|
||
Shareholders’ equity: |
|
|
|
|
|
|
||
Preferred stock, no par value, 30,000,000 shares authorized; |
|
|
— |
|
|
|
— |
|
Common stock, no par value, 160,000,000 shares authorized; 115,559,079 and 109,342,251 shares issued and outstanding as of December 31, 2025 and 2024, respectively |
|
|
2,382 |
|
|
|
2,118 |
|
Accumulated other comprehensive loss |
|
|
(4 |
) |
|
|
(4 |
) |
Retained earnings |
|
|
1,755 |
|
|
|
1,680 |
|
Total shareholders’ equity |
|
|
4,133 |
|
|
|
3,794 |
|
Total liabilities and shareholders’ equity |
|
$ |
13,230 |
|
|
$ |
12,544 |
|
Page 10
PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
|
|
Years Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|||
Net income |
|
$ |
306 |
|
|
$ |
313 |
|
|
$ |
228 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization |
|
|
578 |
|
|
|
496 |
|
|
|
458 |
|
Deferred income taxes |
|
|
37 |
|
|
|
23 |
|
|
|
8 |
|
Allowance for equity funds used during construction |
|
|
(18 |
) |
|
|
(23 |
) |
|
|
(19 |
) |
Pension and other postretirement benefits |
|
|
12 |
|
|
|
6 |
|
|
|
5 |
|
Alternative revenue programs |
|
|
(21 |
) |
|
|
40 |
|
|
|
(11 |
) |
Stock-based compensation |
|
|
16 |
|
|
|
24 |
|
|
|
17 |
|
Regulatory assets |
|
|
24 |
|
|
|
(126 |
) |
|
|
20 |
|
Regulatory liabilities |
|
|
(21 |
) |
|
|
(20 |
) |
|
|
24 |
|
Tax credit sales |
|
|
179 |
|
|
|
112 |
|
|
|
24 |
|
Other non-cash income and expenses, net |
|
|
64 |
|
|
|
57 |
|
|
|
40 |
|
Changes in working capital: |
|
|
|
|
|
|
|
|
|
|||
Accounts receivable and unbilled revenues |
|
|
(16 |
) |
|
|
(66 |
) |
|
|
(29 |
) |
Margin deposits |
|
|
9 |
|
|
|
(33 |
) |
|
|
24 |
|
Accounts payable and accrued liabilities |
|
|
44 |
|
|
|
47 |
|
|
|
(166 |
) |
Margin deposits from wholesale counterparties |
|
|
16 |
|
|
|
— |
|
|
|
(135 |
) |
Other working capital items, net |
|
|
(10 |
) |
|
|
(12 |
) |
|
|
(20 |
) |
Contribution to pension and other postretirement plans |
|
|
(24 |
) |
|
|
(19 |
) |
|
|
(14 |
) |
Contribution to non-qualified employee benefit trust |
|
|
(10 |
) |
|
|
(10 |
) |
|
|
(7 |
) |
Asset retirement obligation settlements |
|
|
(13 |
) |
|
|
(16 |
) |
|
|
(25 |
) |
Other, net |
|
|
(34 |
) |
|
|
(15 |
) |
|
|
(2 |
) |
Net cash provided by operating activities |
|
|
1,118 |
|
|
|
778 |
|
|
|
420 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|||
Capital expenditures |
|
|
(1,189 |
) |
|
|
(1,268 |
) |
|
|
(1,358 |
) |
Purchases of nuclear decommissioning trust securities |
|
|
(9 |
) |
|
|
(8 |
) |
|
|
(1 |
) |
Sales of nuclear decommissioning trust securities |
|
|
4 |
|
|
|
2 |
|
|
|
1 |
|
Other, net |
|
|
(2 |
) |
|
|
(23 |
) |
|
|
— |
|
Net cash used in investing activities |
|
|
(1,196 |
) |
|
|
(1,297 |
) |
|
|
(1,358 |
) |
Page 11
PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS, continued
(In millions)
(Unaudited)
|
|
Years Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|||
Proceeds from issuance of long-term debt |
|
$ |
310 |
|
|
$ |
670 |
|
|
$ |
600 |
|
Payments on long-term debt |
|
|
(170 |
) |
|
|
(130 |
) |
|
|
(260 |
) |
Proceeds from issuances of common stock, net of issuance costs |
|
|
250 |
|
|
|
346 |
|
|
|
485 |
|
Issuance (maturities) of commercial paper, net |
|
|
— |
|
|
|
(146 |
) |
|
|
146 |
|
Dividends paid |
|
|
(225 |
) |
|
|
(200 |
) |
|
|
(179 |
) |
Other |
|
|
(23 |
) |
|
|
(14 |
) |
|
|
(14 |
) |
Net cash provided by financing activities |
|
|
142 |
|
|
|
526 |
|
|
|
778 |
|
Change in cash and cash equivalents |
|
|
64 |
|
|
|
7 |
|
|
|
(160 |
) |
Cash and cash equivalents, beginning of year |
|
|
12 |
|
|
|
5 |
|
|
|
165 |
|
Cash and cash equivalents, end of year |
|
$ |
76 |
|
|
$ |
12 |
|
|
$ |
5 |
|
|
|
|
|
|
|
|
|
|
|
|||
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
|
|
|
|||
Cash paid (received) for: |
|
|
|
|
|
|
|
|
|
|||
Interest, net of amounts capitalized |
|
$ |
198 |
|
|
$ |
174 |
|
|
$ |
136 |
|
Income taxes, net |
|
|
(162 |
) |
|
|
(90 |
) |
|
|
12 |
|
Non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
|
|||
Accrued capital additions |
|
|
126 |
|
|
|
184 |
|
|
|
212 |
|
Accrued dividends payable |
|
|
63 |
|
|
|
57 |
|
|
|
51 |
|
Page 12
PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES
SUPPLEMENTAL OPERATING STATISTICS
(Unaudited)
|
|
Years Ended December 31, |
|
|||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||||||||||||||
Retail revenues (1) (dollars in millions): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Residential |
|
$ |
1,486 |
|
|
|
48 |
% |
|
$ |
1,457 |
|
|
|
51 |
% |
|
$ |
1,263 |
|
|
|
52 |
% |
Commercial |
|
|
985 |
|
|
|
32 |
|
|
|
924 |
|
|
|
33 |
|
|
|
808 |
|
|
|
33 |
|
Industrial |
|
|
561 |
|
|
|
18 |
|
|
|
458 |
|
|
|
16 |
|
|
|
368 |
|
|
|
15 |
|
Subtotal |
|
|
3,032 |
|
|
|
98 |
% |
|
|
2,839 |
|
|
|
100 |
% |
|
|
2,439 |
|
|
|
100 |
% |
Alternative revenue programs, net of amortization |
|
|
21 |
|
|
|
1 |
|
|
|
(40 |
) |
|
|
(1 |
) |
|
|
11 |
|
|
|
— |
|
Other accrued (deferred) revenues, net |
|
|
17 |
|
|
|
1 |
|
|
|
16 |
|
|
|
1 |
|
|
|
(3 |
) |
|
|
— |
|
Total retail revenues |
|
$ |
3,070 |
|
|
|
100 |
% |
|
$ |
2,815 |
|
|
|
100 |
% |
|
$ |
2,447 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Retail energy deliveries (2) (MWh in thousands): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Residential |
|
|
7,596 |
|
|
|
34 |
% |
|
|
7,732 |
|
|
|
36 |
% |
|
|
7,952 |
|
|
|
37 |
% |
Commercial |
|
|
7,015 |
|
|
|
31 |
|
|
|
7,024 |
|
|
|
32 |
|
|
|
7,178 |
|
|
|
34 |
|
Industrial |
|
|
7,919 |
|
|
|
35 |
|
|
|
6,941 |
|
|
|
32 |
|
|
|
6,293 |
|
|
|
29 |
|
Total retail energy deliveries |
|
|
22,530 |
|
|
|
100 |
% |
|
|
21,697 |
|
|
|
100 |
% |
|
|
21,423 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Average number of retail customers: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Residential |
|
|
840,457 |
|
|
|
88 |
% |
|
|
829,721 |
|
|
|
88 |
% |
|
|
815,920 |
|
|
|
88 |
% |
Commercial |
|
|
114,912 |
|
|
|
12 |
|
|
|
113,942 |
|
|
|
12 |
|
|
|
112,667 |
|
|
|
12 |
|
Industrial |
|
|
286 |
|
|
|
— |
|
|
|
281 |
|
|
|
— |
|
|
|
273 |
|
|
|
— |
|
Total |
|
|
955,655 |
|
|
|
100 |
% |
|
|
943,944 |
|
|
|
100 |
% |
|
|
928,860 |
|
|
|
100 |
% |
Page 13
PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES
SUPPLEMENTAL OPERATING STATISTICS, continued
(Unaudited)
|
|
Heating Degree-Days |
|
|
Cooling Degree-Days |
|
||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
15-Year |
|
|
2025 |
|
|
2024 |
|
|
15-Year |
|
||||||
1st quarter |
|
|
1,772 |
|
|
|
1,755 |
|
|
|
1,819 |
|
|
|
4 |
|
|
|
— |
|
|
|
— |
|
2nd quarter |
|
|
464 |
|
|
|
547 |
|
|
|
606 |
|
|
|
102 |
|
|
|
108 |
|
|
|
109 |
|
3rd quarter |
|
|
19 |
|
|
|
36 |
|
|
|
60 |
|
|
|
588 |
|
|
|
643 |
|
|
|
521 |
|
4th quarter |
|
|
1,294 |
|
|
|
1,324 |
|
|
|
1,502 |
|
|
|
— |
|
|
|
— |
|
|
|
6 |
|
Total |
|
|
3,549 |
|
|
|
3,662 |
|
|
|
3,987 |
|
|
|
694 |
|
|
|
751 |
|
|
|
636 |
|
Increase (decrease) from the 15-year average |
|
|
(11 |
)% |
|
|
(8 |
)% |
|
|
|
|
|
9 |
% |
|
|
18 |
% |
|
|
|
||
Note: “Average” amounts represent the 15-year rolling averages provided by the National Weather Service (Portland Airport).
|
|
Years Ended December 31, |
|
|||||||||||||
|
|
2025 |
|
|
2024 |
|
||||||||||
Sources of energy (MWh in thousands): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Generation: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Thermal: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Natural gas |
|
|
11,424 |
|
|
|
37 |
% |
|
|
10,939 |
|
|
|
36 |
% |
Coal |
|
|
1,936 |
|
|
|
6 |
|
|
|
1,910 |
|
|
|
6 |
|
Total thermal |
|
|
13,360 |
|
|
|
43 |
|
|
|
12,849 |
|
|
|
42 |
|
Hydro |
|
|
1,205 |
|
|
|
4 |
|
|
|
1,267 |
|
|
|
4 |
|
Wind |
|
|
2,711 |
|
|
|
9 |
|
|
|
2,922 |
|
|
|
10 |
|
Total generation |
|
|
17,276 |
|
|
|
56 |
|
|
|
17,038 |
|
|
|
56 |
|
Purchased power: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Hydro |
|
|
7,431 |
|
|
|
24 |
|
|
|
6,752 |
|
|
|
22 |
|
Wind |
|
|
1,195 |
|
|
|
4 |
|
|
|
1,386 |
|
|
|
5 |
|
Solar |
|
|
1,415 |
|
|
|
5 |
|
|
|
1,119 |
|
|
|
4 |
|
Natural Gas |
|
|
885 |
|
|
|
3 |
|
|
|
94 |
|
|
|
— |
|
Waste, Wood and Landfill Gas |
|
|
107 |
|
|
|
— |
|
|
|
170 |
|
|
|
1 |
|
Source not specified |
|
|
2,539 |
|
|
|
8 |
|
|
|
3,789 |
|
|
|
12 |
|
Total purchased power |
|
|
13,572 |
|
|
|
44 |
|
|
|
13,310 |
|
|
|
44 |
|
Total system load |
|
|
30,848 |
|
|
|
100 |
% |
|
|
30,348 |
|
|
|
100 |
% |
Less: wholesale sales |
|
|
(9,383 |
) |
|
|
|
|
|
(9,722 |
) |
|
|
|
||
Retail load requirement |
|
|
21,465 |
|
|
|
|
|
|
20,626 |
|
|
|
|
||
Page 14

Acquisition of the Washington Electric Utility from PacifiCorpQ4 2025 Earnings Conference Call PORTLAND GENERAL ELECTRIC February 17, 2026 Exhibit 99.2

Cautionary statement Information Current as of February 17, 2026 Except as expressly noted, the information in this presentation is current as of February 17, 2026 – the date on which PGE filed its Annual Report on Form 10-K for the year ended December 31, 2025 - and should not be relied upon as being current as of any subsequent date. PGE undertakes no duty to update this presentation, except as may be required by law. Forward-Looking Statement Statements in this press release that relate to future plans, objectives, expectations, performance, events and the like may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent our estimates and assumptions as of the date of this report, and the Company assumes no obligation to update or revise any forward-looking statement as a result of new information, future events or other factors. Investors should not rely unduly on any forward-looking statements. Forward-looking statements include statements, other than statements of historical or current fact, regarding the Company's earnings guidance (including all the assumptions and expectations upon which such guidance is based), the Company’s proposed purchase of electric utility operations and certain assets in Washington state from PacifiCorp (the “Acquisition”), the Company’s financing plans for the Acquisition, the timing of the closing of the Acquisition, and the realization of anticipated benefits of the Acquisition, as well as other statements containing words such as "anticipates," "assumptions," "believes," "continue,” "could," "estimates," "expects," "expected," "forecast," "goals," "guidance,” "intends," “may,” "plans," "predicts," “proposed,” "seeks," "should," well-positioned to execute,” "will," “working to,” or similar expressions. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. Such risks, uncertainties and other factors include, without limitation: the timing or outcome of various legal and regulatory actions; closing of the Acquisition being delayed or not occurring at all due to regulatory approvals not being obtained or other closing conditions not being fulfilled; opposition of the Acquisition from special interest groups; the Acquisition may encounter unanticipated delays or be postponed or canceled due to the occurrence of any event, change or other circumstance or condition that could give rise to the delay or termination of the Acquisition; the ability of the Company and Manulife Investment Management to obtain financing and remain invested in the acquired business; successful integration of the acquired business and the Company’s ability to achieve the anticipated benefits of the Acquisition within the expected timeframe; the acquired assets not performing as expected; the Company assuming unexpected risks, liabilities and obligations of the acquired assets; significant transaction costs associated with the Acquisition; the risk that disruptions from the Acquisition will harm the businesses, including current plans and operations; the ability to retain and/or hire key personnel to successfully operate and integrate the acquired assets; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Acquisition; new or revised governmental policies, executive orders, legislative actions, and regulatory audits, investigations and actions; uncertainties associated with increased energy demand or significant accelerated growth in demand due to new data centers; general economic conditions; trade tariffs; rising inflation; volatility in interest rates; changes in the tax code and treatment of tax credits; risks and uncertainties related to current or future All-Source Request for Proposals; changing customer expectations and choices that may reduce customer demand; natural or human-caused disasters and other risks or events that disrupt PGE operations, damage PGE facilities and systems, cause the release of harmful materials, cause fires, and subject the Company to liability; ignitions caused by PGE assets or PGE’s ability to effectively implement a Public Safety Power Shutoffs (PSPS) and de-energize its system in the event of heightened wildfire risk or implement effective system hardening programs; impacts from legislative action on wildfire-related liability; operational factors affecting the Company's power generating and battery storage facilities; default or nonperformance on the part of any parties from whom PGE purchases fuel, capacity or energy; complications arising from PGE’s jointly-owned plant; delays in the supply chain and increased supply costs; failure to complete capital projects on schedule or within budget; failure to obtain permits necessary to operate the business; PGE’s ability to complete negotiations on contracts for capital projects; failure of counterparties to perform under agreements for capital projects; abandonment of capital projects; volatility in wholesale power and natural gas prices; changes in the availability and price of wholesale power and fuels; changes in capital market conditions; future laws, regulations and proceedings that could increase the Company’s costs of operating its thermal generating plants; changes in, and compliance with, and general uncertainty surrounding environmental laws and policies; the effects of climate change, whether global or local in nature; changes in customer growth or demographic patterns; changes in the Company's or Manulife Investment Management credit ratings, any of which could impact cost of capital and access to capital markets to support requirements for funding the Acquisition, working capital, construction of capital projects, repayments of maturing debt, and stock-based compensation plans; the effectiveness of PGE's risk management policies and procedures; cybersecurity attacks, data security breaches, physical attacks and security breaches, or other malicious acts internally or to third parties; reputational damage from negative publicity, protests, fines, penalties and other negative consequences; employee workforce factors, including potential strikes, work stoppages, transitions in senior management, and the ability to recruit and retain key employees and other talent and turnover; failure to achieve the Company's greenhouse gas emission goals or being perceived to have either failed to act responsibly with respect to the environment or effectively responded to legislative requirements concerning greenhouse gas emission reductions; acts of war, terrorism or civil disruption; and those risks, uncertainties, and other factors identified in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the United States Securities and Exchange Commission (SEC)and available through the EDGAR system free-of-charge on the SEC's website, www.sec.gov and on the Company's website, investors.portlandgeneral.com.

Today’s presenters Maria Pope, President and CEO Joe Trpik, Senior Vice President of Finance and CFO

Expands PGE’s operations into Central and Southeastern Washington State PGE brings a track record of safe, reliable, affordable operations, wildfire risk mitigation and customer service Diversifies and enhances PGE’s regional growth opportunities driven by electricity demand and state policies EPS accretion expected in the first full year; Enhances PGE’s long-term EPS and dividend growth guidance of 5% to 7%; Supports strong, investment grade credit ratings at all entities Manulife Investment Management (“Manulife IM”), and its affiliate, John Hancock, a blue-chip infrastructure investor, will partner with PGE on the transaction Transaction is subject to customary regulatory approvals; Close expected 12 months after regulatory filing submission PGE to acquire PacifiCorp’s Washington electric utility for $1.9 billion in cash 100% regulated, vertically-integrated utility Approx. 140,000 customers, 800 MW of owned generation, 4,000 distribution miles, 500 miles of transmission Purchase price represents 1.4x 2026E rate base

Q4 2025 Earnings and Updates

$1.00(2) Q4 2025 Q4 2024 2025 2024 GAAP net income (in millions) $41 $39 $306 $313 GAAP diluted earnings per share (EPS) $0.36 $0.36 $2.77 $3.01 Non-GAAP adjusted diluted earnings per share(2) $0.47 NA $3.05 $3.14 The amount and timing of dividends payable and the dividend policy are at the sole discretion of the Portland General Electric Board of Directors and, if declared and paid, dividends may be in amounts that are less than projected PGE believes that excluding the effects of the business transformation and optimization expenses in 2025 and previously disclosed January 2024 storm costs provides a meaningful representation of the Company’s comparative earnings and reflects the present operating financial performance (see appendix for important information about non-GAAP measures) Quarterly values may not sum to annual totals due to rounding Return on average equity calculated using GAAP net income 2025 financial results $1.21(2) $0.36 $0.69 $0.90 2024 Accounting ROE(4) 8.8% 2024 GAAP Diluted EPS $3.01 2024 Non-GAAP Diluted EPS $3.14 2025 Accounting ROE(4) 7.7% $0.56 $0.66(2) $0.94 $0.47(2) $0.36 2025 GAAP Diluted EPS $2.77 2025 Non-GAAP Diluted EPS $3.05 2025 Load Growth Year-over-year load growth of 4.7%, weather adjusted Residential up 0.4% Commercial up 0.2% Industrial up 14.1% Year-over-year load growth of 3.8%, inclusive of weather impacts Reaffirming Long-term EPS growth of 5% to 7% using the mid-point of original 2024 adjusted earnings guidance of $3.08 per share 5% to 7% long-term dividend growth (1) Long-term load growth of 3%, through 2030 Includes ($0.17) impact of unprecedented warm weather in Q4 2025

Advancing strategic priorities Investable Energy Future for the Pacific Northwest Updating our corporate structure and aligning legislative and regulatory policies Customer Growth Customer Affordability Supporting the region’s economic development, including data center and high-tech growth Working to keep customer prices as low as possible while serving safe, reliable power Clean Energy Investing in customer-driven clean energy goals and advancing state policy Risk Management Reducing risk through operational execution, system hardening and wildfire preparation, mitigation and policy

Capturing high-tech and data center demand * New or incremental contracted amounts since the third quarter of 2025 As of January 31, 2026 Firm growth driven by diverse technology customers Semiconductor and data centers companies with operations in PGE’s service territory: WASHINGTON OREGON I-5 26 84 Columbia River SandyRiver Clackamas River Willamette River Salem Portland Core metro service area I-5 corridor ‘Silicon Forest’ high tech cluster On Semi Jireh Siltronic Tektronix Qorvo Adobe Comcast Flexential* NTT Global* Intel Lam Research Analog Devices Microchip Technologies Digital Realty Trust QTS Stack* Aligned* EdgeConnex* Executed contracts with five data center customers for nearly 430 MW, continuing to serve our customers and the growing demand in our service area. PGE also has 1.7 GW of additional incremental large load requests through 2028 and 2032 430 MW Legislation passed in 2025 (the POWER Act) and subsequent regulatory filing (OPUC docket UM 2377) establishes new data center customer class, provides contracting flexibility and works to support residential and small business customer affordability Creates regulatory clarity and enables margin expansion from PGE’s highest growth customer class

2024 GAAP EPS Note: Dollar values are earnings per diluted share (1): Includes ($0.06) from increased property taxes and ($0.07) from other miscellaneous items Net variable power costs Retail revenue 2025 GAAP EPS Other(1) 2025 Non-GAAP EPS 2025 earnings bridge D&A & financing Business transformation & optimization O&M 2024 Non-GAAP EPS Includes ($0.17) impact of unprecedented warm weather in Q4 2025 2024 January Storm

Investment opportunity from RFPs 2023 RFP(1) (1) Timelines subject to change depending on the quantity and complexity of bids received, should circumstances require, and regulatory processes 10 Submitted final shortlist to OPUC, containing ~5 GWs of renewable and non-emitting capacity projects Q1’26 2025 RFP(1) Wheatridge Expansion 240 MW solar & 125 MW BESS Hybrid ownership – PGE owns 175 MW Total investment of ~$490 million, supported by tax credits Expected to be in service by the end of 2027 Launched to address continued resource needs Incorporating additional requirements for tax credit eligibility, supply chain risks, and cost implications Proceeding to negotiations, expecting to successfully procure ~2,500 MW Execution of final contracts Projects expected in-service by the end of 2030 Q2/Q3’26 Q4’26 2030 Wheatridge Biglow Optimization 125 MW solar & 125 MW BESS Full PGE ownership Total investment of ~$540 million, supported by tax credits Expected to be in service by the end of 2027

Note: Dollar values in millions. Capital expenditures exclude allowance for funds used during construction. These are projections based on assumptions of future investment. Actual amounts expended will depend on various factors, including, but not limited to, siting, permitting, tariffs and supply chain constraints, and may differ materially from the amounts reflected in this capital expenditure forecast 2023 RFP project amounts are presented gross of federal tax credits Reliability and resiliency investments Capital expenditures forecast (1) Values above do not include potential capital expenditures for the WA Utility or for future RFP cycles

Ratings S&P Moody’s Senior Unsecured BBB+ A3 Outlook Stable Stable 2025 Credit Metric(1) 17.3% FFO 19.6% CFO pre WC Liquidity and financing Expected 2026 debt financings (dollars in millions) Q1 Q2 Q3 Q4 Long-term debt $350 Metrics are estimated as of 12/31/2025 Estimated equity financings 2026 2027 Base equity ~$300 million ~$50 million 2023 RFP equity ~$350 million Equity for future RFP ownership Financed in line with 50/50 capital structure, net of tax credit monetization ATM Program Entering into a new $500 million ATM facility to support base and RFP ownership equity needs Credit Facilities $750 Letters of Credit $128 Total Liquidity: $954 million as of December 31, 2025 dollars in millions Cash $76 Stable, investment grade credit ratings and strong cash flow metrics Estimated financing above does not include potential impacts of proposed corporate structure updates or financing for the WA Utility

2026 Guidance Reaffirming 5% to 7% long-term EPS growth, using the mid-point of original 2024 adjusted earnings guidance of $3.08 per share 5% to 7% long-term dividend growth Long-term load growth of 3%, through 2030 Initiating full-year 2026 adjusted earnings guidance of $3.33 to $3.53 per diluted share An increase in energy deliveries between 2.5% and 3.5%, weather adjusted Execution of power cost and financing plans and operating cost controls Normal temperatures in its utility service area Hydro conditions for the year that reflect current estimates Wind generation based on five years of historical levels or forecast studies when historical data is not available Normal thermal plant operations Operating and maintenance expense between $820 million and $840 million which includes approximately $155 million of expenses that are offset in other income statement lines and $15 million of business transformation and optimization expenses Depreciation and amortization expense between $560 million and $580 million Effective tax rate of 15% to 20% Cash from operations of $1,000 to $1,200 million Capital expenditures of $1,655 million Average construction work in progress balance of $850 million 2026 guidance is based on the following assumptions: Guidance and assumptions above do not include potential impacts of proposed corporate structure updates or WA Utility transaction

Acquisition of the Washington Electric Utility from PacifiCorp

An attractive neighboring utility (1) As imputed per the final order for the rate case UE-230172 with service date of March 19,2024 Customers ~140,000 Service Area ~2,700 square miles 2026E Rate Base ~$1.4 billion Authorized Return on Equity 9.5% (1) Authorized Equity Layer 50% (1) Transmission Miles ~500 miles Distribution Miles ~4,000 miles Generation Capacity ~800 MW Service Area Summary Metrics Washington Regulatory Construct Multiyear rate plans (MYRP) Power & gas cost adjustment mechanisms 15 Clean energy policy and regulation supported by Clean Energy Transformation Act (CETA) Electric Service Area Operating Transmission Lines Power Plants Chehalis Natural Gas Plant 477 MW Seattle Goodnoe HillsWind Farm 94 MW Marengo I/IIWind Farm 234 MW Lewiston Walla Walla Kennewick Yakima

Strategic rationale Regulated Operations with Attractive Washington Utility Scale, Investment and Customer Growth Benefits for Customers Shareholder Value Builds on existing operations in Washington since 2014 at the Tucannon River Wind Farm WA utilities benefit from constructive regulation, including multi-year rate plans Adds scale in the Pacific Northwest with $9 billion of combined rate base Adds investment opportunities in system resilience, transmission and clean energy Potential for incremental industrial and large customer growth PGE brings strong financial position and track record of operational performance PGE is committed to investing in infrastructure, technology and service enhancements Accretion expected in the first full year while enhancing PGE’s long-term EPS and dividend growth Supportive of strong, investment grade credit ratings Partnership with Manulife IM optimizes transaction financing and adds new source of capital 16

Expanding PGE’s regional footprint PGE’s acquisition of the WA Utility will enhance scale, diversify Pacific Northwest presence and broaden future rate base investment Service Areas and Key Assets Key Company Metrics Illustrative Rate Base Growth(1) Customers Tx miles Dx Miles Rate Base (2026E) Employees Generation Capacity Total 1.1million 2,130 33,350 $9bn 3,020 4.4 GW % Increase vs PGE(2) +15% +22% +14% +18% +5% +22% PGE Avg CWIP $0.9 $1.0 $1.0 $1.1 $1.1 ($ Billions) PGE and WA Utility Electric Service Area PGE and WA Utility Operating Transmission Lines City PGE and WA Utility Power Plants and Batteries (1) Amounts presented are for illustrative purposes and represent potential average rate base values assuming PGE’s existing capital forecast. 50% ownership of available MWs in future RFPs in OR and WA (2) Comparisons calculated as of December 31, 2025

Structure of transaction PGE’s Proposed Corporate Structure Update Transaction Description Illustrative Pro Forma Structure(1) PacifiCorp, a subsidiary of Berkshire Hathaway Energy, is a regulated electric utility serving customers in portions of UT, OR, WY, WA, ID and CA PGE has agreed to acquire select PacifiCorp utility assets serving in WA Regulatory approvals required in all Portland General and PacifiCorp jurisdictions and from FERC Upon closing, PGE and Manulife IM will form a joint venture to own the regulated utility in WA, which PGE will operate Closing expected to occur following an approximately 12 month regulatory approval process In July 2025, PGE proposed a corporate structure update that would form a Holding Company and create Portland General Transmission(2) If the Holding Company is approved, the Washington Utility will become a subsidiary of HoldCo(3) at closing PGE HoldCo (2) Manulife IM PGE Shareholders 100% 100% 49% PGEOregon WA Utility PGETransmission Co 51% Structure shown for illustrative purposes, actual corporate structure may differ upon closing of the transaction. PGE’s proposed corporate structure update (docket UM 2385) includes a target final order date of June 25, 2026. Management cannot predict the outcome of the proceeding and all items are subject to OPUC approval. The successful completion of the transaction is not dependent on the establishment of a Holding Company. Without Holding Company formation, transaction would result in the creation of an operating subsidiary that consolidates to the Portland General Electric operating company

Financing plan for transaction Expected Financing Plan Illustrative Pro Forma Structure and Financing (1) PGE obtained commitments for the $1.9B purchase price, including a bridge from Barclays and J.P. Morgan and commitment from Manulife IM PGE expects to utilize a combination of permanent financing sources, including: ~$600 million equity contribution from Manulife IM ~$600 million raised at HoldCo(3) ~$700 million secured debt at WA Utility $600 million PGE HoldCo(2) Manulife IM PGE Shareholders 100% 100% 49% PGEOregon Operating Co WA Utility PGETransmission Co 51% All entities are expected to have strong investment grade credit ratings $700 million $600 million Structure shown for illustrative purposes, actual corporate structure may differ upon closing of the transaction. PGE’s proposed corporate structure update (docket UM 2385) includes a target final order date of June 25, 2026. Management cannot predict the outcome of the proceeding and all items are subject to OPUC approval. The successful completion of the transaction is not dependent on the establishment of a Holding Company. Without Holding Company formation, necessary financing would occur at the PGE Oregon Operating Company utilizing a combination of debt, equity or equity content securities.

Joint Venture agreement for WA Utility Manulife Investment Management Overview Summary of Partnership Agreement Ownership 51% PGE 49% Manulife IM WA Utility Board Seats PGE holds majority 5 seats total Management & Operations PGE Manulife IM, and its affiliate, John Hancock, is a leading direct investor with $21B1 of capital under management in U.S. private infrastructure 25-year history investing in infrastructure assets with strong strategic partners Previously made investments in partnership with Dominion Energy, Duke Energy and Exelon (Constellation) Owns minority stakes in two regulated electric utilities, Cleco (LA) and Duquesne Light (PA) Partnership with Manulife IM optimizes transaction financing, supports sustained investment in the acquired business and enables long-term financing flexibility Value of Partnership Reduces PGE equity needs Preserves PGE’s strong balance sheet Cost efficient source of capital Supports investment and growth opportunities (1) Represents the fair market value of assets under management in USD, including third-party capital and the General Account, encompassing both direct and indirect funds, as of September 30, 2025.

Business integration and growth Recent PGE Growth Projects Project Name Capacity/Size Date in Service Constable, Sundial, Seaside BESS 475 MW 2024 & 2025 Clearwater Wind 311 MW 2023 Wheatridge Wind/Solar/BESS 380 MW 2020 Since 2005, PGE has tripled utility rate base, adding 2.4 GW of generation and storage, 180K customers, while effectively leveraging federal tax credits to offset costs of renewables PGE is Well-Positioned to Smoothly Integrate the WA Utility The WA Utility’s 140 employees are vital to the integration and go-forward operations Functions housed in the Integrated Operations Center support seamless operational integration and strong customer service: Regional thermal and wind generation management Sophisticated balancing authority and Western market capabilities Advanced transmission and distribution operations Recent technology and system architecture updates (ERP, HR, procurement) are configured to allow for additional business operations to be efficiently added Experienced leadership team with history of transaction integrations and multi-jurisdiction subsidiary management Portland General Electric Integrated Operations Center Opened in 2022 with $200M+ Investment in Critical Energy Management Functions 1st Quartile Reliability(1) 1st Quartile Employee Safety(2) Top 10 Customer Experience(3) (1) IEEE/EEI Quartile reliability performance for SAIDI (outage duration) and SAIFI (outage frequency) (2) EEI Quartile safety performance for Total Recordable Incident Rate (TRIR) and Days Away, Restricted or Transferred (DART) (3) Utility ranking in Forrester’s The US Customer Experience Index 2021-2025

Rooted in our strategic priorities Investable Energy Future for the Pacific Northwest Customer Growth Customer Affordability Clean Energy Risk Management

Appendix

Washington regulatory construct Multiyear rate plans (MYRP): 2021 legislation drove reform of the regulatory framework to incorporate MYRPs of 2-4 years, and performance-based ratemaking; the reforms enhance earnings stability and reduce filing frequency Fuel cost recovery: power cost adjustment mechanisms allow utilities to true-up actual fuel and market costs, limiting exposure to price volatility Purchased power cost recovery: ensures utilities can recover market purchases and PPA costs needed to meet load, supporting stable margins (includes deadband + sharing mechanisms) Return adders for distributed generation investments and energy efficiency: financial incentive for utilities to invest in local energy projects or help customers use energy more efficiently Securitization for early thermal retirements: enables low-cost financing of undepreciated coal/thermal plant balances, lowering stranded-cost risk and customer impacts Securitization for costs related to disasters or emergencies: helps utilities appropriately manage costs from unexpected natural disasters 24 Washington Utilities and Transportation Commission (WUTC) is a three-member commission appointed by Washington’s Governor and confirmed by the state senate for 6-year terms General rate cases utilize historical test year Washington regulatory framework for utilities has been modernized in recent years and includes a number of supportive provisions

This presentation contains certain non-GAAP measures, such as adjusted earnings, adjusted EPS and adjusted earnings guidance. These non-GAAP financial measures exclude significant items that are generally not related to our ongoing business activities, are infrequent in nature, or both. PGE believes that excluding the effects of these items provides an alternative measure of the Company’s comparative earnings per share and enables investors to evaluate the Company’s operating financial performance trends, exclusive of items that are not normally associated with ongoing operations. Management utilizes non-GAAP measures to assess the Company’s current and forecasted performance, and for communications with shareholders, analysts and investors. Non-GAAP financial measures are supplementary information that should be considered in addition to, but not as a substitute for, the information prepared in accordance with GAAP. Items in the periods presented, which PGE believes impact the comparability of comparative earnings and do not represent ongoing operating financial performance, include the following: 2025: Business transformation and optimization expenses, including strategic advisory, workforce realignment and corporate structure update costs 2024: Non-deferrable Reliability Contingency Event (RCE) costs resulting from the January 2024 winter storm Due to the forward-looking nature of PGE’s non-GAAP adjusted earnings guidance, and the inherently unpredictable nature of items and events which could lead to the recognition of non-GAAP adjustments (such as, but not limited to, regulatory disallowances or extreme weather events), management is unable to estimate the occurrence or value of specific items requiring adjustment for future periods, which could potentially impact the Company’s GAAP earnings. Therefore, management cannot provide a reconciliation of non-GAAP adjusted earnings per share guidance to the most comparable GAAP financial measure without unreasonable effort. For the same reasons, management is unable to address the probable significance of unavailable information. PGE’s reconciliation of non-GAAP earnings for the three months ended June 30, 2025, the three months ended September 30, 2025, the three months ended December 31, 2025, the year ended December 31, 2025, the three months ended March 31, 2024 and the year ended December 31, 2024 are on the following slide. Non-GAAP financial measures

Non-GAAP Earnings Reconciliation for the three months ended March 31, 2024 (Dollars in millions, except EPS) Net Income Diluted EPS GAAP as reported for the three months ended March 31, 2024 $109 $1.08 Exclusion of January 2024 storm costs 19 0.18 Tax effect (1) (5) (0.05) Non-GAAP as reported for the three months ended March 31, 2024 $123 $1.21 Non-GAAP financial measures Tax effects were determined based on the Company’s full-year blended federal and state statutory tax rate Non-GAAP Earnings Reconciliation for the year ended December 31, 2024 (Dollars in millions, except EPS) Net Income Diluted EPS GAAP as reported for the year ended December 31, 2024 $313 $3.01 Exclusion of January 2024 storm costs 19 0.18 Tax effect (1) (5) (0.05) Non-GAAP as reported for the year ended December 31, 2024 $327 $3.14 Non-GAAP Earnings Reconciliation for the three months ended June 30, 2025 (Dollars in millions, except EPS) Net Income Diluted EPS GAAP as reported for the three months ended June 30, 2025 $62 $0.56 Exclusion of business transformation and optimization expenses 15 0.14 Tax effect (1) (4) (0.04) Non-GAAP as reported for the three months ended June 30, 2025 $73 $0.66 Non-GAAP Earnings Reconciliation for the three months ended December 31, 2025 (Dollars in millions, except EPS) Net Income Diluted EPS GAAP as reported for the three months ended December 31, 2025 $41 $0.36 Exclusion of business transformation and optimization expenses 17 0.15 Tax effect (1) (5) (0.04) Non-GAAP as reported for the three months ended December 31, 2025 $53 $0.47 Non-GAAP Earnings Reconciliation for the three months ended September 30, 2025 (Dollars in millions, except EPS) Net Income Diluted EPS GAAP as reported for the three months ended September 30, 2025 $103 $0.94 Exclusion of business transformation and optimization expenses 10 0.09 Tax effect (1) (3) (0.03) Non-GAAP as reported for the three months ended September 30, 2025 $110 $1.00 Non-GAAP Earnings Reconciliation for the year ended December 31, 2025 (Dollars in millions, except EPS) Net Income Diluted EPS GAAP as reported for the year ended December 31, 2025 $306 $2.77 Exclusion of business transformation and optimization expenses 42 0.38 Tax effect (1) (12) (0.10) Non-GAAP as reported for the year ended December 31, 2025 $336 $3.05
