Portland General Electric (POR) launches $480M stock sale and $500M ATM

Rhea-AI Filing Summary

Portland General Electric Company established an at-the-market equity program allowing sales of up to $500.0 million of common stock through several banks as agents, principals, or forward sellers under an equity distribution agreement and related forward sale agreements.

Separately, the company commenced an underwritten public offering of $480,000,000 of common stock, with a 30-day option for underwriters to buy up to an additional $70,000,000 of shares, primarily executed via forward sale agreements with major banks. Portland General expects to physically settle these forward contracts within 24 months and plans to use any net proceeds for general corporate purposes and to fund renewable energy and non-emitting dispatchable capacity projects tied to its 2023 All-Source Request for Proposal, which may include repaying debt.

Insights

Equity & capital structure analyst

Portland General sets up sizable equity and forward-sale programs that may expand capital but also add potential dilution over time.

Portland General Electric arranged an at-the-market program for up to $500.0 million of common stock and launched an underwritten offering of $480,000,000 in shares, largely via forward sale agreements with major banks. These structures give the company flexibility in how and when it issues stock.

The forward sale framework means the company will initially receive no cash from shares borrowed and sold by forward purchasers. Cash inflows arise later upon physical settlement at a forward price based on the offering price, adjusted for interest and dividends, which introduces pricing and timing sensitivity.

Management plans to use eventual net proceeds for general corporate purposes and to fund renewable and non-emitting dispatchable capacity related to its 2023 All-Source RFP, potentially including debt repayment. The balance between funding growth and the longer-term dilution impact will depend on how much of the authorized capacity is ultimately issued and when settlements occur.

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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

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)

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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))

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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.

At-The-Market Offering

On February 17, 2026, Portland General Electric Company (the “Company”) entered into an equity distribution agreement (the “equity distribution agreement”) with Barclays Capital Inc., BMO Capital Markets Corp., BofA Securities, Inc., BTIG, LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Wells Fargo Securities, LLC (each, an “agent” and, collectively, the “agents”), and the forward purchasers (as defined below), providing for the offer and sale of shares of the Company’s common stock, no par value per share (the “common stock”), having an aggregate gross sales price of up to $500.0 million through the agents, as its sales agents or, if applicable, as forward sellers (as defined below), or directly to the agents acting as principals.

Sales of shares of its common stock, if any, made through the agents, as the Company’s sales agents or, if applicable, as forward sellers pursuant to the equity distribution agreement, may be made in sales deemed to be “at-the-market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including (1) by means of ordinary brokers’ transactions on the New York Stock Exchange at market prices prevailing at the time of sale, in negotiated transactions or as otherwise agreed by the Company, the applicable agent and the applicable investor, (2) to or through any market maker, or (3) on or through any other national securities exchange or facility thereof, trading facility of a securities association or national securities exchange, alternative trading system, electronic communication network or other similar market venue.

The agents are not required to sell any specific number or dollar amount of shares of the Company’s common stock but will use their commercially reasonable efforts consistent with the Company’s normal trading and sales practices as its sales agents or as forward sellers and subject to the terms of the equity distribution agreement and, in the case of shares offered through such agents as forward sellers, the relevant forward sale agreement to sell the shares of the Company’s common stock, as instructed by the Company and, in the case of shares offered through such agents as forward sellers, the relevant forward purchaser. The shares of the Company’s common stock offered and sold through the agents, as its sales agents or as forward sellers, pursuant to the equity distribution agreement will be offered and sold through only one agent at any given time.

Each agent will receive from the Company a commission that will not exceed, but may be lower than, 2% of the gross sales price of shares of the Company’s common stock sold through it as its sales agent. Under the terms of the equity distribution agreement, the Company may also sell shares of its common stock to each of the agents, as principal, at a price agreed upon at the time of sale. If the Company sells shares of its common stock to any agent as principal, the Company will enter into a separate terms agreement with the applicable agent, setting forth the terms of such transaction, and the Company will describe the agreement in a separate prospectus supplement or pricing supplement. In connection with each forward sale agreement, the Company will pay the applicable agent, acting as forward seller, a commission, in the form of a reduction to the initial forward price under the related forward sale agreement, at a mutually agreed rate that will not (except as provided below) exceed, but may be lower than, 2% of the gross sales price per share of the borrowed shares of its common stock sold through such agent, as forward seller, during the applicable forward selling period for such shares (subject to certain possible adjustments to such gross sales price for daily accruals and any quarterly dividends having an “ex-dividend” date during such forward selling period).

The equity distribution agreement contemplates that, in addition to the issuance and sale by the Company of shares of its common stock to or through the agents, the Company may enter into separate forward sale agreements under separate master forward sale confirmations and related supplemental confirmations, with each of Barclays Bank PLC, Bank of Montreal, Bank of America, N.A., Nomura Global Financial Products, Inc., JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC and Wells Fargo Bank, National Association or one of their respective affiliates (in such capacity, each, a “forward purchaser” and, collectively, the “forward purchasers”). If the Company enters into a forward sale agreement with any forward purchaser, the Company expects that such forward purchaser (or its affiliate) will attempt to borrow from third parties and sell, through the relevant agent, acting as sales agent for such forward purchaser (or, in the case of Nomura Global Financial Products, Inc. acting as forward purchaser, through Nomura Securities International, Inc., acting through its agent, BTIG, LLC) (in such capacity, each, a “forward seller” and, collectively, the “forward sellers”), a number of shares of its common stock equal to the number of shares of common stock underlying such forward sale agreement. The Company will not initially receive any proceeds from any sale of shares of its common stock borrowed by a forward purchaser (or its affiliate) and sold through a forward seller.

The Company currently expects to physically settle each forward sale agreement, if any, with the relevant forward purchaser on one or more dates specified by the Company on or prior to the maturity date of such forward sale agreement, although the Company will generally have the right, subject to certain exceptions, to elect cash settlement or net share settlement instead of physical settlement for any of the shares the Company has agreed to sell under such forward sale agreement in which case the Company may not receive any proceeds from the issuance of shares of its common stock, and the Company will instead receive or pay cash (in the case of cash settlement) or receive or deliver shares of its common stock (in the case of net share settlement). If the Company elects or is deemed to have elected to physically settle any forward sale agreement by delivering shares of its common stock, the Company will receive an amount of cash from the relevant forward purchaser equal to the product of (1) the forward price per share under such forward sale agreement and (2) the number of shares of common stock underlying such forward sale agreement, subject to the price adjustment and other provisions of such forward sale agreement. Each forward sale agreement will provide that the forward price will be subject to adjustment on a daily basis based on a floating interest rate factor equal to a specified daily rate less a spread. In addition, the forward price will be subject to decrease on certain dates specified in the relevant forward sale agreement by the amount per share of quarterly dividends the Company expects to declare on its common stock during the term of such forward sale agreement. If the specified daily rate is less than the applicable spread on any day, the interest rate factor will result in a daily reduction of the forward price.

The Company intends to use any net proceeds it receives from the issuance and sale by the Company of any shares of its common stock to or through the agents and any net proceeds it receives pursuant to any forward sale agreements with the relevant forward purchasers for general corporate purposes and investments in renewable energy and non-emitting dispatchable capacity.

Any shares of common stock that may be offered and sold pursuant to the equity distribution agreement will be offered and sold pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (File No. 333-288955) and a prospectus supplement dated February 17, 2026 (the “ATM Prospectus Supplement”).

The equity distribution agreement and the form of forward sale agreement are filed as exhibits to this Current Report. The description of certain provisions of the equity distribution agreement and the forward sale agreement appearing in this Current Report is not complete and is subject to, and qualified in its entirety by reference to, the equity distribution agreement and the form of forward sale agreement filed herewith as exhibits to this Current Report and incorporated herein by reference.

An opinion of the Company’s Senior Vice President, Chief Legal, Corporate Affairs and Compliance Officer with respect to the legality of the securities covered by the ATM Prospectus Supplement is filed as Exhibits 5.1 to this Current Report on Form 8-K.

Equity Offering

On February 17, 2026, the Company issued a press release announcing the launch of its underwritten public offering to offer and sell, subject to market and other conditions, shares of its common stock. A copy of the press release is filed as Exhibit 99.1 and is incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
1.1		Equity Distribution Agreement, dated as of February 17, 2026, by and among Portland General Electric Company and Barclays Capital Inc., BMO Capital Markets Corp, BofA Securities, Inc., BTIG, LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Wells Fargo Securities, LLC, as sales agents and/or principals, Barclays Capital Inc., BMO Capital Markets Corp., BofA Securities, Inc., Nomura Securities International, Inc. (acting through BTIG, LLC as agent), J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Wells Fargo Securities, LLC as forward sellers, and Barclays Bank PLC, Bank of Montreal, Bank of America, N.A., Nomura Securities International, Inc., JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC and Wells Fargo Bank, National Association, as forward purchasers.
1.2		Form of Confirmation of Registered Forward Transaction.
5.1		Opinion of Angelica Espinosa, Senior Vice President, Chief Legal, Corporate Affairs and Compliance, regarding the legality of the common stock being registered (ATM Prospectus Supplement).
23.1		Consent of Angelica Espinosa, Senior Vice President, Chief Legal, Corporate Affairs and Compliance (included in Exhibit 5.1 hereto).
99.1		Press Release
104		Cover page information from Portland General Electric Company’s Current Report on Form 8-K filed February 17, 2026, formatted in iXBRL (Inline Extensible Business Reporting Language).

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:	February 17, 2026	By:	/s/ Joseph R. Trpik
			Joseph R. Trpik
			Senior Vice President, Finance and Chief Financial Officer

Exhibit 99.1

Portland General Electric Company Announces Public Offering of $480,000,000 of Shares of Common Stock

PORTLAND, Ore. February 17, 2026 -- Portland General Electric Company (NYSE: POR) (“PGE” or the “Company”), an integrated energy company, today announced the commencement of an underwritten public offering of $480,000,000 of shares of its common stock, all of which are being offered in connection with the forward sale agreements described below.

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.

In connection with the offering of shares of common stock, the Company expects to enter 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 $480,000,000 of shares of the Company’s common stock.

The underwriters of the offering also expect to be granted a 30-day option to purchase up to $70,000,000 of 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 $480,000,000 of shares of the Company’s common stock (or an aggregate of $550,000,000 of 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 $480,000,000 of shares of common stock (or an aggregate of $550,000,000 of 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.

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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 preliminary 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 preliminary prospectus supplement and accompanying prospectus relating to the offering may be obtained from Wells Fargo Securities, LLC, 90 South 7^th Street, 5^th 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, timing and sizing of its proposed public offering, its expectations with respect to granting the underwriters options to purchase additional shares, 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.

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Investor Contact:

Nick White

Investor Relations

Phone: 503-464-8073

Media Contact:

Drew Hanson

Public Affairs

Phone: 503-464-2067

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FAQ

What equity programs did Portland General Electric (POR) announce in this 8-K?

Portland General Electric announced two major equity initiatives. It set up an at-the-market offering program for up to $500.0 million of common stock and began an underwritten public offering of $480,000,000 in shares, largely executed through forward sale agreements with major financial institutions.

How large is Portland General Electric’s new underwritten common stock offering?

The underwritten offering totals $480,000,000 of common stock. Underwriters also expect a 30-day option to purchase up to $70,000,000 of additional shares, potentially increasing total issuance to $550,000,000, with most shares linked to forward sale agreements with Wells Fargo Bank and Bank of America.

What is the size of Portland General Electric’s at-the-market offering program?

The at-the-market program authorizes up to $500.0 million of common stock. Shares may be sold from time to time through designated banks acting as sales agents, principals, or forward sellers under an equity distribution agreement, using various trading venues including the New York Stock Exchange.

How will Portland General Electric (POR) use proceeds from these equity transactions?

Portland General plans to use net proceeds for general corporate purposes and clean energy investments. This includes funding renewable energy and non-emitting dispatchable capacity tied to its 2023 All-Source Request for Proposal, and may also involve repayment of indebtedness such as commercial paper.

When will Portland General Electric receive cash from the forward sale agreements?

The company initially receives no cash from forward purchasers’ share sales. It expects cash proceeds later, on physical settlement of the forward sale agreements within up to 24 months, at a forward price based on the public offering price, adjusted for interest and expected dividends.

Who are the key financial institutions involved in Portland General Electric’s offerings?

Multiple major banks are involved in the offerings. Wells Fargo Securities and BofA Securities are lead book-runners, with Barclays and J.P. Morgan as active book-runners. Forward purchasers include Wells Fargo Bank, National Association and Bank of America, N.A., alongside other agents in the at-the-market program.

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 18.3 KB

Other Documents

• EX-1.1 EXHIBIT 1.1 324.6 KB
• EX-1.2 EXHIBIT 1.2 387.8 KB
• EX-5.1 EXHIBIT 5.1 8.2 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