PORTLAND GENERAL ELECTRIC CO /OR/ 8-K

What Happened

• Portland General Electric Company announced on Feb 17–19, 2026 that it entered into forward sale agreements and an underwriting agreement to offer up to 10,848,125 shares of its common stock on a forward basis. The public offering price was $50.70 per share. The offering includes 1,380,670 shares related to the underwriters’ option, which was exercised in full.
• Forward purchasers are Wells Fargo Bank, N.A. and Bank of America, N.A.; underwriters (and forward sellers at closing) include Wells Fargo Securities, LLC and BofA Securities, Inc. The forward sellers (affiliates of the forward purchasers) delivered the shares to the underwriters at closing on Feb 19, 2026.
• The company intends to physically settle the forward sale(s) and deliver the shares on one or more dates specified by Portland General Electric, no later than Feb 22, 2028, in exchange for cash proceeds per share equal to the applicable forward sale price (the public offering price less underwriting discount, subject to adjustments). The shares were offered under a prospectus supplement to the company’s effective Form S‑3 shelf registration.

Key Details

• Total shares: 10,848,125 shares (includes 1,380,670 shares from the underwriters’ fully exercised option).
• Public offering price: $50.70 per share.
• Settlement window: physical settlement can occur on or before Feb 22, 2028.
• Counterparties: Wells Fargo Bank, N.A. and Bank of America, N.A. (forward purchasers); Wells Fargo Securities and BofA Securities (underwriters).

Why It Matters

• Capital raise and potential dilution: If the company elects physical settlement of the forwards, holders of Portland General Electric common stock could see an increase in outstanding shares when the forwards settle, which can dilute existing ownership.
• Timing and proceeds: The company will receive cash proceeds upon physical settlement (price equals offering price less underwriting discount, with adjustments). However, the cash is not received immediately for all shares — settlement may occur over time through Feb 22, 2028.
• Market and financing context: The transaction was executed with major banks and underwriters and used the company’s existing S‑3 shelf registration, indicating a structured, pre-arranged equity financing rather than an unexpected issuance.