424B5 1 ny20065377x1_424b5.htm 424B5

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-288955

PROSPECTUS SUPPLEMENT

(To Prospectus dated July 25, 2025)

Portland General Electric Company

Up to $500,000,000

Common Stock

On February 17, 2026, we entered into an equity distribution agreement (as may be amended from time to time, 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”), the forward sellers (as defined below) and the forward purchasers (as defined below), relating to shares of our common stock, no par value, or common stock, offered by this prospectus supplement and the accompanying prospectus pursuant to a continuous offering program. In accordance with the terms of the equity distribution agreement, we may from time to time offer and sell shares of our common stock having an aggregate gross sales price of up to $500.0 million through the agents, as our sales agents or, if applicable, as forward sellers, or directly to the agents acting as principals. Upon entry into the equity distribution agreement, we terminated our prior at-the-market program. At the time of such termination, $313.83 million remained unsold under such prior program.

The shares of our common stock to which this prospectus supplement relates may be offered and sold by any method or payment permitted by law to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act, including by means of ordinary brokers’ transactions on the New York Stock Exchange, or NYSE, or otherwise at market prices prevailing at the time of sale or at prices related to the prevailing market prices or at negotiated prices, in block transactions, or as otherwise agreed with the applicable sales agent pursuant to an equity distribution agreement that we have entered into with the applicable sales agents.

The equity distribution agreement contemplates that, in addition to the issuance and sale by us of shares of our common stock to or through the agents, we may enter into separate forward sale agreements pursuant to separate master 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 we enter into a forward sale agreement with any forward purchaser, we expect 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, shares of our common stock to hedge such forward purchaser’s exposure under such forward sale agreement. We refer to such agent, when acting as sales agent for the relevant forward purchaser, as, individually, a “forward seller” and, collectively, the “forward sellers,” except in the case of BTIG, LLC, for which references to the forward seller refer instead to Nomura Securities International, Inc. (acting through BTIG, LLC as agent). Unless otherwise expressly stated or the context otherwise requires, references herein to the “related” or “relevant” forward purchaser mean, with respect to any agent, the affiliate of such agent that is acting as forward purchaser or, if applicable, such agent acting in its capacity as forward purchaser, except in the case of BTIG, LLC, for which references to the “related” or “relevant” forward purchaser refer instead to Nomura Global Financial Products, Inc. We will not receive any proceeds from any sale of shares of our common stock borrowed by a forward purchaser (or its affiliate) and sold through a forward seller (or in the case of Nomura Securities International, Inc., through its agent, BTIG, LLC).

We currently expect to fully physically settle each forward sale agreement, if any, with the relevant forward purchaser on one or more dates specified by us on or prior to the maturity date of such forward sale agreement, in which case we expect to receive aggregate net cash proceeds at settlement equal to the number of shares specified in such forward sale agreement multiplied by the relevant forward price per share. However, subject to certain exceptions, we may also elect, in our sole discretion, to cash settle or net share settle all or any portion of our obligations under any forward sale agreement, in which case we may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and we may owe cash (in the case of cash settlement) or shares of our common stock (in the case of net share settlement) to the relevant forward purchaser. See “Plan of Distribution (Conflicts of Interest)” in this prospectus supplement.

Each agent will receive from us a commission that will not exceed, but may be lower than, 2% of the gross sales price of shares of our common stock sold through it as our sales agent. Under the terms of the equity distribution agreement, we may also sell shares of our common stock to each of the agents, as principal, at a price agreed upon at the time of sale. If we sell shares of our common stock to any agent as principal, we will enter into a separate terms agreement with the agent, setting forth the terms of such transaction, and we will describe the agreement in a separate prospectus supplement or pricing supplement. In connection with each forward sale agreement, the applicable agent, acting as forward seller (and, in the case of BTIG, LLC, Nomura Securities International, Inc. (acting through BTIG, LLC as agent)), will receive 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 our common stock sold through such agent, as forward seller (and, in the case of BTIG, LLC, Nomura Securities International, Inc. (acting through BTIG, LLC as agent)), during the applicable forward selling period for such shares (subject to certain possible adjustments to such gross sales price for daily accruals and any expected quarterly dividends having an “ex-dividend” date during such forward selling period).

The agents are not required to sell any specific number or dollar amount of shares of our common stock but will use their commercially reasonable efforts consistent with its normal trading and sales practices as our 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 (and, in the case of BTIG, LLC, Nomura Securities International, Inc. (acting through BTIG, LLC as agent)), the relevant forward sale agreement to sell the shares of our common stock offered by this prospectus supplement, as instructed by us and, in the case of shares offered through such agents as forward sellers (and, in the case of BTIG, LLC, Nomura Securities International, Inc. (acting through BTIG, LLC as agent)), the relevant forward purchaser. The offering of shares of our common stock offered and sold through the agents, as our sales agents or as forward sellers (and, in the case of BTIG, LLC, Nomura Securities International, Inc. (acting through BTIG, LLC as agent)), pursuant to the equity distribution agreement will be offered and sold through only one agent at any given time.

The offering of shares of our common stock pursuant to the equity distribution agreement will terminate upon the earlier of (1) the sale of shares of our common stock subject to the equity distribution agreement having an aggregate gross sales price of $500.0 million and (2) the termination of the equity distribution agreement by us, the agents or the forward purchasers.

Shares of our common stock trade on the NYSE under the symbol “POR.” On February 13, 2026, the last sale price of shares of our common stock as reported on the NYSE was $54.00 per share.

Investing in shares of our common stock involves risks that are described in the “Risk Factors” section beginning on page S-5 of this prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus to which it relates is truthful or complete. Any representation to the contrary is a criminal offense.

Barclays

BMO Capital Markets

BofA Securities

BTIG

J.P. Morgan

Mizuho

Wells Fargo Securities

The date of this prospectus supplement is February 17, 2026.


			Page
ABOUT THIS PROSPECTUS SUPPLEMENT			S-ii
CERTAIN DEFINITIONS; BASIS OF PRESENTATION			S-iii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			S-iv
SUMMARY			S-1
PORTLAND GENERAL ELECTRIC COMPANY			S-1
THE OFFERING			S-3
RISK FACTORS			S-5
USE OF PROCEEDS			S-13
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERS			S-14
PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)			S-18
LEGAL MATTERS			S-24
EXPERTS			S-24
WHERE YOU CAN FIND MORE INFORMATION			S-25
INCORPORATION BY REFERENCE			S-26


			Page
ABOUT THIS PROSPECTUS			1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			2
PORTLAND GENERAL ELECTRIC COMPANY			5
RISK FACTORS			6
USE OF PROCEEDS			7
DESCRIPTION OF SECURITIES			8
DESCRIPTION OF COMMON STOCK			9
DESCRIPTION OF DEBT SECURITIES			12
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS			14
DESCRIPTION OF FIRST MORTGAGE BONDS			15
PLAN OF DISTRIBUTION			21
WHERE YOU CAN FIND MORE INFORMATION			22
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			23
LEGAL MATTERS			24
EXPERTS			24

SEC Form 424B5 filed by Portland General Electric Co