Portland General Electric may not proceed with reorganization

Portland General Electric Company says the Oregon Public Utility Commission issued a final order on September 25, 2026, addressing its application to reorganize under a holding company structure.

Rhea-AI Filing Summary

Portland General Electric Company says the Oregon Public Utility Commission issued a final order on September 25, 2026, addressing its application to reorganize under a holding company structure. The order includes a rate credit and other customer benefits totaling approximately $83 million, which the company supports; those benefits will not be implemented unless it proceeds with the reorganization.

The order imposes conditions that depart from the stipulation agreed to by the company and OPUC staff. Portland General Electric says the stipulation's terms were consistent with traditional holding-company structures approved in Oregon and elsewhere and, in some cases, were more stringent. The order also restricts ordinary-course activities, including dividends tied to retained earnings and credit ratings. The company says these conditions may not be feasible and could limit investments to maintain system reliability, meet regulatory mandates, acquire clean energy, serve forecasted customer demand and advance infrastructure projects. It is evaluating reconsideration, clarification or judicial review, and does not expect to proceed unless the provisions are clarified or modified. At this time, it is unable to estimate the order's full financial impact.

Positive

• None.

Negative

• September 25 order: PGE does not expect reorganization to proceed without clarified or modified provisions.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Rate credit and other customer benefits: Approximately $83 million

1 metrics

Rate credit and other customer benefits Approximately $83 million Benefits are conditional on Portland General Electric proceeding with the reorganization.

Key Terms

holding company structure, stipulation, retained earnings, judicial review

4 terms

holding company structure financial

"reorganize under a holding company structure"

A holding company structure is an arrangement where one parent company owns controlling stakes in multiple separate businesses (subsidiaries) while the parent itself usually handles ownership, financing and strategy rather than day‑to‑day operations. For investors, this matters because it can isolate risk, concentrate cash flows or liabilities in particular units and make it easier to sell or reorganize parts of the enterprise—like a landlord owning several rental properties rather than managing each apartment directly—so you must assess both the parent’s balance sheet and the health of its subsidiaries.

stipulation regulatory

"the stipulation agreed to by the company and OPUC staff"

retained earnings financial

"dividends tied to retained earnings and credit ratings"

Retained earnings are the cumulative portion of a company's profits that management keeps instead of distributing to shareholders as dividends; they appear on the balance sheet as part of owners’ value. For investors, retained earnings matter because they act like a company’s savings account—funding growth, paying down debt, or supporting future dividends—and their size and changes reveal how profitable the business has been and how management chooses to use those profits.

judicial review regulatory

"requests for reconsideration, clarification, or seeking judicial review"

A court process in which a judge reviews the legality of a government action, administrative decision, or lower-court ruling to decide whether it followed the law and proper procedures. Think of it like a referee checking that officials applied the rules correctly; its outcome can confirm, change, or overturn permits, regulations, enforcement actions, or other official decisions that affect companies and markets.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What customer benefits did POR's OPUC order include?

The order includes a rate credit and other customer benefits totaling approximately $83 million. Those benefits will not be implemented unless Portland General Electric proceeds with the reorganization.

What options is Portland General Electric considering after the OPUC order?

The company is evaluating requests for reconsideration or clarification, as well as seeking judicial review, as permitted by applicable law.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/28/2026 - 10:47 AM Accepted by SEC EDGAR 09/28/2026 - 10:46 AM Learn about SEC filing dates

false000078497700007849772026-09-252026-09-25

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): September 25, 2026

PORTLAND GENERAL ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
Oregon	001-5532-99	93-0256820
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer      Identification No.)

121 SW Salmon Street, Portland, Oregon 97204

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

(Title of class)	(Trading Symbol)	(Name of exchange on which registered)
Common Stock, no par value	POR	New York Stock Exchange

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.

On September 25, 2026, the Oregon Public Utility Commission (OPUC) issued a final order (Order No. 26-354) in Docket UM 2385. The order addresses the application by Portland General Electric Company (PGE or the Company) to reorganize under a holding company structure.

The order includes a rate credit and other customer benefits totaling approximately $83 million, which the Company supports. However, the order also imposes conditions that depart from the stipulation agreed to by the Company and OPUC staff. The stipulation’s terms were consistent with traditional holding company structures approved in Oregon and elsewhere and, in some cases, were more stringent. The order goes beyond the stipulation by imposing restrictions on ordinary course business activities that may not be feasible for the Company to implement, specifically relating to limitations on dividends tied to retained earnings and credit ratings. The Company believes these conditions could limit its ability to fund investments needed to maintain and enhance system reliability, meet regulatory mandates, acquire sufficient clean energy, serve forecasted customer demand, and advance critical infrastructure projects.

The Company is evaluating available options, including requests for reconsideration, clarification, or seeking judicial review, as permitted by applicable law. The Company does not expect to proceed with the reorganization unless these provisions are clarified or modified. The customer rate credit and other benefits will not be implemented unless the Company proceeds with the reorganization.

At this time, the Company is unable to estimate the full financial impact of the order. The Company expects to provide further updates regarding the effects of the order in future periodic reports and investor communications, as appropriate.

2

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.

				PORTLAND GENERAL ELECTRIC COMPANY
				(Registrant)
Date:	September 28, 2026		By:	/s/ Joseph R. Trpik
				Joseph R. Trpik
				Senior Vice President, Finance and Chief Financial Officer

3

Filing Exhibits & Attachments

1 document

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 24.4 KB