424B5 1 ny20065377x4_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

9,467,455 Shares of

Common Stock

The underwriters (as defined below) are offering 9,467,455 shares of our common stock, no par value (the “common stock”), subject to their acceptance of the shares of common stock purchased by the underwriters from the forward sellers referred to below. We expect to enter into forward sale agreements with an affiliate of Wells Fargo Securities, LLC and an affiliate of BofA Securities, Inc., which affiliates we refer to in such capacity as the “forward purchasers,” with respect to 9,467,455 shares of our common stock. In connection with these forward sale agreements, the forward purchasers or their respective affiliates, whom we refer to in such capacity as the “forward sellers,” at our request, are borrowing from third parties and selling to the underwriters an aggregate of 9,467,455 shares of our common stock. If the forward purchasers determine in good faith, after using commercially reasonable efforts, that the forward sellers are unable to borrow and deliver for sale to the underwriters on the anticipated closing date such number of shares of our common stock or that the forward sellers are unable to borrow, at a stock loan rate not greater than a specified rate, and deliver for sale to the underwriters on the anticipated closing date such number of shares of our common stock, or if the forward sellers elect not to borrow shares of our common stock and sell such shares to the underwriters because certain conditions in the underwriting agreement for this offering are not satisfied, then we will issue and sell to the underwriters a number of shares equal to the number of shares that the forward sellers do not borrow and sell to the underwriters, and under such circumstances the number of shares of our common stock underlying the relevant forward sale agreement will be decreased by the number of shares of our common stock that we issue and sell to the underwriters.

We will not initially receive any proceeds from the sale of our common stock sold by the forward sellers to the underwriters, except in certain circumstances described in this prospectus supplement. We expect to physically settle the forward sale agreements and receive proceeds, subject to certain adjustments, from the sale of those shares of common stock in one or more settlements on or prior to February 22, 2028, which is the scheduled final settlement date under the forward sale agreements. If we elect to cash settle all or a portion of the forward sale agreements, we may not receive any proceeds from such election, and we may owe cash to the forward purchasers. If we elect to net share settle all or a portion of the forward sale agreements, we will not receive any cash proceeds from such election, and we may owe shares of our common stock to the forward purchasers. See “Underwriting (Conflicts of Interest) – Forward Sale Agreements.”

Our common stock is listed on the New York Stock Exchange under the symbol “POR.” On February 13, 2026, the last reported sale price of our common stock on the New York Stock Exchange was $54.00 per share.

Investing in the shares involves risks. See the “Risk Factors” section on page S-13 of this prospectus supplement.

(1)

We expect to receive net proceeds from the sale of our common stock of approximately $466 million upon physical settlement of the forward sale agreements (assuming no exercise by the underwriters of their option to purchase additional shares), which we expect will occur in one or more settlements on or prior to February 22, 2028. For the purpose of calculating the net proceeds to us, we have assumed the forward sale agreements will be physically settled at the initial forward sale price of $49.2424 per share, which is equal to the public offering price per share less the underwriting discount shown above. The forward sale price is subject to adjustment pursuant to the forward sale agreements, and the actual proceeds, if any, will be calculated as described in this prospectus supplement. If the overnight bank funding rate decreases substantially prior to the settlement of the forward sale agreements, we may receive less than the initial forward sale price per share upon physical settlement of the forward sale agreements. Although we expect to settle the forward sale agreements entirely by the physical delivery of shares of our common stock in exchange for cash proceeds, we may elect cash settlement or net share settlement for all or a portion of our obligations under the forward sale agreements, in which case we may receive no cash proceeds (and instead receive shares of our common stock) or substantially less cash proceeds than is reflected in the above table upon settlement, or we may be required to deliver cash or shares of our common stock to the forward purchasers. See “Underwriting (Conflicts of Interest) – Forward Sale Agreements” for additional information.

The underwriters have been granted the option, exercisable in whole or from time to time in part, to purchase up to an additional 1,380,670 shares of our common stock, at the public offering price per share shown above, less the underwriting discount and subject to possible adjustment as described under “Underwriting (Conflicts of Interest),” exercisable for 30 days after the date of this prospectus supplement. Upon any exercise of such option, we expect to enter into additional forward sale agreements with each of the forward purchasers in respect of the number of shares sold to the underwriters by the applicable forward seller in connection with the exercise of such option. Unless the context requires otherwise, the term “forward sale agreement” as used in this prospectus supplement includes any additional forward sale agreement that we enter into in connection with the exercise by the underwriters of their option to purchase additional shares. In such event, if the forward purchasers determine in good faith, after using commercially reasonable efforts, that the forward sellers are unable to borrow and deliver for sale to the underwriters on the anticipated closing date for the exercise of such option the number of shares of our common stock in respect of which such option has been exercised or that the forward sellers are unable to borrow, at a stock loan rate not greater than a specified rate, and deliver for sale to the underwriters on the anticipated closing date for the exercise of such option the number of shares of our common stock in respect of which such option has been exercised, or if the forward sellers elect, in connection with the exercise of such option, not to borrow shares of our common stock and sell such shares to the underwriters because certain conditions in the underwriting agreement for this offering are not satisfied, we will issue and sell directly to the underwriters the number of shares of our common stock not delivered and sold by such forward seller to the underwriters, and under such circumstances the number of shares of our common stock underlying the relevant additional forward sale agreement will be decreased by the number of shares of our common stock that we issue and sell to the underwriters. Upon any exercise of such option, if we do not enter into additional forward sale agreements with the forward purchasers, we will issue and sell to the underwriters the number of shares of our common stock in respect of which such option has been exercised.

Neither the U.S. 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 is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock to purchasers on or about, February 19, 2026.

Book-Running Managers


Wells Fargo Securities	BofA Securities	Barclays	J.P. Morgan
	BMO Capital Markets	Mizuho

Co-Managers


			BTIG			Siebert Williams Shank

February 17, 2026


ABOUT THIS PROSPECTUS SUPPLEMENT			S-1
CERTAIN DEFINITIONS; BASIS OF PRESENTATION			S-2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			S-3
SUMMARY INFORMATION			S-7
RISK FACTORS			S-13
USE OF PROCEEDS			S-21
CAPITALIZATION			S-22
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERS			S-24
UNDERWRITING (CONFLICTS OF INTEREST)			S-28
LEGAL MATTERS			S-37
EXPERTS			S-37
WHERE YOU CAN FIND MORE INFORMATION			S-38
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			S-39


			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


	Actual	As Adjusted for the Forward Sale Settlement
	(dollars in millions)
Cash and cash equivalents	$76	$556
Debt:
Short-term debt	$—	$—
Long-term debt	$4,662	$4,662
Total debt	$4,662	$4,662
Shareholders’ Equity:
7.75% Series Cumulative Preferred Stock, no par value, 30,000,000 shares authorized; none issued and outstanding as of December 31, 2025	$—	$—
Common stock, no par value, 160,000,000 shares authorized; 115,559,079 shares issued and outstanding as of December 31, 2025	$2,382	$2,862
Accumulated other comprehensive loss	$(4)	$(4)
Retained earnings	$1,755	$1,755
Total shareholders’ equity	$4,133	$4,613
Total capitalization	$8,795	$9,275


Underwriters			Number of Shares
Wells Fargo Securities, LLC			3,029,585
BofA Securities, Inc.			2,650,890
Barclays Capital Inc.			1,041,420
J.P. Morgan Securities LLC			1,041,420
BMO Capital Markets Corp.			520,710
Mizuho Securities USA LLC			520,710
BTIG, LLC			331,360
Siebert Williams Shank & Co., LLC			331,360
Total			9,467,455

Public Offering Price

$479,999,969

Underwriting Discount

$13,799,762

Proceeds to Portland General Electric Company⁽¹⁾

$466,200,206

SEC Form 424B5 filed by Portland General Electric Co