Portland General Electric launches $480 million common-stock offering using forward sale agreements, with optional $70 million add-on

Offering structure centers on forward sale agreements

Portland General Electric Company (PGE), the Oregon-based electric utility traded on the New York Stock Exchange under the ticker POR, announced on February 17, 2026 that it has commenced an underwritten public offering totaling $480 million of common stock. The shares are being offered in connection with forward sale agreements the company expects to enter into with two financial institutions acting as forward purchasers.

The offering is being led by Wells Fargo Securities and BofA Securities as lead book-runners, with Barclays and J.P. Morgan serving as active book-runners. In addition to the base offering size, the underwriting syndicate is expected to receive a 30-day option to purchase up to $70 million of additional shares. If that option is fully exercised, the total size associated with the forward sale structure would rise to as much as $550 million.

Why the company may not receive cash immediately

Under the forward sale mechanics described by the company, the forward purchasers (or affiliates) are expected to borrow PGE shares and sell them into the offering through the underwriters. Because the initial sale is made by the forward purchasers using borrowed shares, PGE said it will not initially receive proceeds from those sales.

PGE expects cash proceeds, if any, when it later settles the forward sale agreements. The company indicated it intends to physically settle the agreements by issuing and delivering shares to the forward purchasers in exchange for cash at a forward sale price tied to the public offering price, net of underwriting discounts and commissions, subject to adjustments set out in the agreements. The company said it expects full physical settlement on one or more dates no later than 24 months from the date of the preliminary prospectus supplement.

Use of proceeds: general corporate purposes and resource investments

PGE stated that any net proceeds received upon future settlement are intended for general corporate purposes and for investment in renewable energy and non-emitting dispatchable capacity connected to its 2023 All-Source Request for Proposal. The company said uses may include repayment of indebtedness, including commercial paper.

Regulatory framework and what investors typically watch

The shares are being offered under an effective shelf registration statement on file with the U.S. Securities and Exchange Commission, and the company said a preliminary prospectus supplement and accompanying prospectus relating to the offering will be filed.

In forward sale offerings, investors commonly focus on timing and method of settlement, the potential impact of future share issuance on the company’s share count, and how proceeds align with capital needs. PGE’s announcement emphasizes flexibility in settlement timing over a period that can extend up to two years.

• Base offering size: $480 million of common stock through forward sale agreements
• Underwriters’ option: up to $70 million additional shares within 30 days
• Expected settlement window: one or more dates, no later than 24 months from the preliminary prospectus supplement date
• Stated use of proceeds: general corporate purposes, renewable energy and non-emitting dispatchable capacity investments, and possible debt repayment

PGE serves more than 950,000 customers in Oregon through electric generation, transmission and distribution operations.