Portland General Electric (NYSE: POR) sets terms of major forward stock sale
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Portland General Electric Company entered into forward sale and underwriting agreements for an underwritten public offering of up to 10,848,125 shares of common stock at a public offering price of $50.70 per share. This includes 1,380,670 shares tied to the underwriters’ option, which was exercised in full.
Forward purchasers borrowed and sold the shares to underwriters, and the company plans, subject to its right to elect cash or net share settlement, to physically settle the forward sale agreements by delivering the same number of shares by February 22, 2028 in exchange for cash based on the forward sale price. The company will not initially receive proceeds; it plans to use future net proceeds for general corporate purposes, investment in renewable energy and non-emitting dispatchable capacity related to its 2023 All-Source Request for Proposal, and potentially to repay indebtedness, including commercial paper.
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Insights
PGE structures a sizable forward equity deal, deferring cash proceeds and dilution.
Portland General Electric arranged forward sale agreements and an underwriting for up to 10,848,125 common shares at a public price of
The company intends to physically settle the forward sale agreements by delivering shares by
The company plans to use eventual net proceeds for general corporate purposes, investment in renewable energy and non-emitting dispatchable capacity tied to its 2023 All-Source Request for Proposal, and potentially to repay debt, including commercial paper. Subsequent disclosures on settlement timing and specific project or debt allocations will clarify how this financing supports its clean energy and balance sheet objectives.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 17, 2026
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (503 ) 464-8000
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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(Title of class)
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(Trading Symbol)
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(Name of exchange on which registered)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the
Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 |
Other Events.
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On February 17, 2026, Portland General Electric Company (the “Company”) entered into (a) forward sale agreements (the “initial forward sale agreements”)
with each of Wells Fargo Bank, National Association and Bank of America, N.A. (in such capacity, the “forward purchasers”) and (b) an underwriting agreement (the “underwriting agreement”) with Wells Fargo Securities, LLC and BofA Securities, Inc.,
as representatives of the several underwriters named therein (collectively, the “underwriters”), the forward purchasers and the forward sellers referred to below, relating to the offer and sale of up to 10,848,125 shares of the Company’s common
stock, no par value (the “common stock”) (including 1,380,670 shares of common stock related to the underwriters’ option to purchase additional shares, which option the underwriters exercised in full) on a forward basis at a public offering price
of $50.70 per share (the “offering”). On February 18, 2026, in connection with the exercise in full of the underwriters’ option to purchase additional shares, the Company entered into additional forward sale agreements (together with the initial
forward sale agreements, the “forward sale agreements”) with each of the forward purchasers.
On February 19, 2026, the forward purchasers or their affiliates borrowed and sold (in such capacity, the “forward sellers”) an aggregate of 10,848,125
shares of common stock, including 1,380,670 shares in connection with the underwriters’ exercise in full of their option to purchase additional shares, to the underwriters in connection with the closing of the offering. The Company intends (subject
to its right to elect cash or net share settlement subject to certain conditions) to deliver, upon physical settlement of the forward sale agreements on one or more dates specified by the Company occurring no later than February 22, 2028, an
aggregate of 10,848,125 shares of common stock to the forward purchasers in exchange for cash proceeds per share equal to the applicable forward sale price, which will be the public offering price less the underwriting discount, subject to certain
adjustments as provided in the forward sale agreements.
The shares were offered and sold under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to the
Company’s effective shelf registration statement on Form S-3 (File No. 333-288955). Copies of the underwriting agreement and each forward sale agreement are attached as exhibits to this Current Report on Form 8-K and are incorporated herein by
reference. The summary set forth above is qualified in its entirety by reference to such exhibits.
On February 17, 2026, the Company issued a press release relating to the pricing of the offering. A copy of the press release is attached as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
Number
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Description
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1.1
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Underwriting Agreement, dated February 17, 2026, by and among Portland General Electric Company, and Wells Fargo Securities, LLC and BofA
Securities, Inc., as representatives of the several underwriters named therein and as forward sellers, and Wells Fargo Bank, National Association and Bank of America, N.A., as forward purchasers.
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1.2
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Confirmation of Underwritten Forward Transaction, dated February 17, 2026, by and between Portland General Electric Company and Wells Fargo Bank,
National Association.
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1.3
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Confirmation of Underwritten Forward Transaction, dated February 17, 2026, by and between Portland General Electric Company and Bank of America,
N.A.
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1.4
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Confirmation of Underwritten Forward Transaction, dated February 18, 2026, by and between Portland General Electric Company and Wells Fargo Bank,
National Association.
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1.5
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Confirmation of Underwritten Forward Transaction, dated February 18, 2026, by and between Portland General Electric Company and Bank of America,
N.A.
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5.1
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Opinion of Angelica Espinosa, Senior Vice President, Chief Legal, Corporate Affairs and Compliance Officer,
regarding the legality of the common stock being registered.
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23.1
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Consent of Angelica Espinosa, Senior Vice President, Chief Legal, Corporate Affairs and Compliance Officer (included in Exhibit 5.1 hereto).
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99.1
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Press Release
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104
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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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 hereunto duly authorized.
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PORTLAND GENERAL ELECTRIC COMPANY COMCOMPANY,
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(Registrant)
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Date: February 19, 2026
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By:
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/s/ Joseph Trpik
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Joseph R. Trpik
Senior Vice President, Finance and Chief Financial Officer
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Exhibit 99.1
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Press Release
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Portland General Electric Company Announces Pricing of a Public Offering of 9,467,455
Shares of Common Stock
PORTLAND, Ore. Feb. 17, 2026-- Portland General Electric Company (NYSE: POR) (“PGE” or the “Company”), an integrated energy company,
today announced that it has priced an underwritten public offering of 9,467,455 shares of its common stock, all of which are being offered in connection with the forward sale agreements described below,
at a public offering price of $50.70 per share. The offering is expected to close on February 19, 2026, subject to satisfaction of the conditions to closing.
Wells Fargo Securities and BofA Securities are acting as lead book-runners and Barclays and J.P. Morgan are acting as active book-runners for the offering. BMO Capital Markets and Mizuho are
acting as book-running managers and BTIG and Siebert Williams Shank are co-managers for the offering.
In connection with the offering of shares of common stock, the Company entered into forward sale agreements with each of Wells Fargo Bank, National Association and Bank of America, N.A. (which the Company refers to
as the “forward purchasers”), with respect to 9,467,455 shares of the Company’s common stock.
The underwriters of the offering also have been granted a 30-day option to purchase up to 1,380,670 additional shares of the Company’s common stock. If the option to
purchase additional shares of the Company’s common stock is exercised, the Company expects to enter into one or more additional forward sale agreements with the forward purchasers in respect of the number of shares of the Company’s common stock
that are subject to exercise of the option to purchase additional shares.
In connection with the forward sale agreements and any additional forward sale agreements, the forward purchasers (or their affiliates) are expected to borrow from third parties and
sell to the underwriters an aggregate of 9,467,455 shares of the Company’s common stock (or an aggregate of 10,848,125 shares of the Company’s common stock if the underwriters exercise their option to
purchase additional shares in full). However, a forward purchaser (or its affiliate) is not required to borrow such shares if, after using commercially reasonable efforts, such forward purchaser is unable to borrow such shares, or if borrowing
costs exceed a specified threshold. If a forward purchaser (or its affiliate) does not deliver and sell all of the shares of the Company’s common stock to be sold by it to the underwriters, the Company will issue and sell to the underwriters a
number of shares of its common stock equal to the number of shares that such forward purchaser (or its affiliate) does not deliver and sell, and the number of shares underlying the relevant forward sale agreement or such additional forward sale
agreement will be decreased by the number of shares that the Company issues and sells.
Pursuant to the terms of the forward sale agreements and any additional forward sale agreements, and subject to its right to elect cash or net share settlement, the Company intends to
issue and deliver, upon physical settlement of the forward sale agreements or any additional forward sale agreements on one or more dates specified by the Company an aggregate of 9,467,455 shares of
common stock (or an aggregate of 10,848,125 shares of common stock if the underwriters exercise their option to purchase additional shares in full) to the forward purchasers in exchange for cash proceeds per share equal to the applicable
forward sale price, which will be the public offering price, less underwriting discounts and commissions, and will be subject to certain adjustments as provided in the forward sale agreements and additional forward sale agreements. The Company
expects to physically settle the forward sale agreements and any additional forward sale agreements in full on one or more dates no later than 24 months from the date of the preliminary prospectus supplement.
The Company will not initially receive any proceeds from the sale of shares of its common stock by the forward purchasers (or affiliates thereof). The Company intends to use the net proceeds, if
any, it receives upon future settlement of the forward sale agreements and additional forward sale agreements for general corporate purposes and investment in renewable energy and non-emitting dispatchable capacity related to its 2023 All-Source
Request for Proposal, which may include repayment of indebtedness, including commercial paper.
All of the shares of common stock will be offered under the Company’s effective shelf registration statement that has been filed with the Securities and Exchange Commission (“SEC”). A
final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC's website. When available, a copy of the final prospectus supplement and accompanying prospectus
relating to the offering may be obtained from Wells Fargo Securities, LLC, 90 South 7th Street, 5th Floor, Minneapolis, MN 55402, Attention: WFS Customer Service, toll-free at 1-800-645-3751 or email to
WFScustomerservice@wellsfargo.com; BofA Securities, Inc., NC1-022-02-25, 201 North Tryon Street, Charlotte, North Carolina 28255-0001, Attention: Prospectus Department, by email: dg.prospectus_requests@bofa.com, or by telephone: (800) 294-1322;
or by visiting the EDGAR database on the SEC’s web site at www.sec.gov.
This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of these securities in any state or other 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.
About Portland General Electric Company
Portland General Electric (NYSE: POR) is an integrated energy company that generates, transmits and distributes electricity to over 950,000 customers serving an area of 1.9 million Oregonians. Since
1889, Portland General Electric (PGE) has been powering social progress, delivering safe, affordable, reliable and increasingly clean electricity while working to transform energy systems to meet evolving customer needs. PGE customers have set
the standard for prioritizing clean energy with the No. 1 voluntary renewable energy program in the country. PGE was ranked the No. 1 utility in the 2024 Forrester U.S. Customer Experience Index and is committed to reducing emissions from its
retail power supply by 80% by 2030 and 100% by 2040. In 2024, PGE employees, retirees and the PGE Foundation donated $5.5 million and volunteered nearly 23,000 hours to more than 480 nonprofit organizations.
Forward-Looking and Cautionary Statements
Statements in this news 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. Such forward-looking statements include, among other
things, statements related to PGE’s expectations regarding the completion and timing of its proposed public offering, its expectations with respect to the expected physical settlement of the forward sale agreements, and use of proceeds, as well
as other statements containing words such as “anticipates,” “believes,” “intends,” “estimates,” “promises,” “expects,” “should,” “conditioned upon,” and similar expressions. Forward-looking statements are not guarantees of performance. They
involve risks, uncertainties and assumptions. Future results may differ materially from those expressed in the forward-looking statements. Investors are cautioned that any such forward-looking statements are subject to risks and uncertainties. As
a result, actual results may differ materially from those projected in the forward-looking statements. All forward-looking statements included in this news release are based on information available to the company on the date hereof and such
statements speak only as of the date hereof. The company expressly disclaims any current intention to update publicly any forward-looking statement after the distribution of this release, whether as a result of new information, future events,
changes in assumptions or otherwise. Prospective investors should also review the risks, assumptions and uncertainties listed in the company’s most recent annual report on form 10-K and in other documents that we file with the SEC, including
management’s discussion and analysis of financial condition and results of operations and the risks described therein from time to time.
Investor Contact:
Nick White
Investor Relations
Phone: 503-464-8073
Media Contact:
Drew Hanson
Public Affairs
Phone: 503-464-2067
FAQ
What equity offering did Portland General Electric (POR) announce?
Portland General Electric announced an underwritten public offering of up to 10,848,125 shares of common stock at a public offering price of $50.70 per share, structured through forward sale agreements with major banks and supported by a fully exercised underwriters’ option.
How do Portland General Electric’s forward sale agreements work?
Under the forward sale agreements, banks borrowed and sold 10,848,125 shares to underwriters. PGE intends later physical settlement, delivering the same number of shares by February 22, 2028 for cash equal to the forward sale price, less underwriting discounts and subject to adjustments.
Will Portland General Electric receive cash proceeds immediately from this offering?
Portland General Electric will not initially receive any proceeds from the shares sold by the forward purchasers. The company expects to receive cash only upon future physical settlement of the forward sale agreements, when it delivers shares to the forward purchasers at the adjusted forward sale price.
How many shares are covered by Portland General Electric’s forward sale agreements?
The forward sale agreements initially cover 9,467,455 shares, with capacity to reach an aggregate of 10,848,125 shares if the underwriters’ option for 1,380,670 additional shares is fully exercised, as later confirmed in the company’s subsequent agreements and closing disclosure.
What will Portland General Electric use the equity offering proceeds for?
PGE intends to use eventual net proceeds for general corporate purposes, investment in renewable energy and non-emitting dispatchable capacity related to its 2023 All-Source Request for Proposal, and potentially to repay indebtedness, including outstanding commercial paper borrowings.
Under what registration did Portland General Electric’s stock offering occur?
All of the common shares in this transaction are being offered under Portland General Electric’s effective shelf registration statement on Form S-3, using a prospectus supplement and related base prospectus filed with the U.S. Securities and Exchange Commission.
Filing Exhibits & Attachments
10 documentsPress Releases
Other Documents
- EX-1.1 EXHIBIT 1.1 270.5 KB
- EX-1.2 EXHIBIT 1.2 151.5 KB
- EX-1.3 EXHIBIT 1.3 172.3 KB
- EX-1.4 EXHIBIT 1.4 184.4 KB
- EX-1.5 EXHIBIT 1.5 171.8 KB
- EX-5.1 EXHIBIT 5.1 7.1 KB
- EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
- EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.5 KB
- EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.7 KB
Portland General