v3.26.1
Shareholders' Equity
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Shareholders' Equity

NOTE 7: SHAREHOLDERS’ EQUITY

The activity in equity during the three and six-month periods ended June 30, 2026 and 2025 was as follows (dollars in millions, except per share amounts):

 

 

Common Stock

 

 

Accumulated
Other

 

 

 

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Comprehensive
Loss

 

 

Retained Earnings

 

 

Total

 

Balances as of December 31, 2025

 

 

115,559,079

 

 

$

2,382

 

 

$

(4

)

 

$

1,755

 

 

$

4,133

 

Issuances of shares pursuant to equity-based plans

 

 

169,951

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Issuance costs pursuant to equity agreements

 

 

—

 

 

 

(1

)

 

 

—

 

 

 

—

 

 

 

(1

)

Deferred equity issuance costs

 

 

—

 

 

 

(8

)

 

 

—

 

 

 

—

 

 

 

(8

)

Stock-based compensation

 

 

—

 

 

 

13

 

 

 

—

 

 

 

—

 

 

 

13

 

Dividends declared ($0.525 per share)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(62

)

 

 

(62

)

Net income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

45

 

 

 

45

 

Balances as of March 31, 2026

 

 

115,729,030

 

 

 

2,386

 

 

 

(4

)

 

 

1,738

 

 

 

4,120

 

Issuances of shares pursuant to equity-based plans

 

 

29,224

 

 

 

1

 

 

 

—

 

 

 

—

 

 

 

1

 

Stock-based compensation

 

 

—

 

 

 

(2

)

 

 

—

 

 

 

—

 

 

 

(2

)

Dividends declared ($0.55125 per share)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(64

)

 

 

(64

)

Net income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

68

 

 

 

68

 

Balances as of June 30, 2026

 

 

115,758,254

 

 

$

2,385

 

 

$

(4

)

 

$

1,742

 

 

$

4,123

 

 

 

 

 

Common Stock

 

 

Accumulated
Other

 

 

 

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Comprehensive
Loss

 

 

Retained
Earnings

 

 

Total

 

Balances as of December 31, 2024

 

 

109,342,251

 

 

$

2,118

 

 

$

(4

)

 

$

1,680

 

 

$

3,794

 

Issuances of shares pursuant to equity-based plans

 

 

161,074

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Stock-based compensation

 

 

—

 

 

 

5

 

 

 

—

 

 

 

—

 

 

 

5

 

Dividends declared ($0.500 per share)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(55

)

 

 

(55

)

Net income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

100

 

 

 

100

 

Balances as of March 31, 2025

 

 

109,503,325

 

 

 

2,123

 

 

 

(4

)

 

 

1,725

 

 

 

3,844

 

Issuances of shares pursuant to equity-based plans

 

 

58,563

 

 

 

1

 

 

 

—

 

 

 

—

 

 

 

1

 

Stock-based compensation

 

 

—

 

 

 

3

 

 

 

—

 

 

 

—

 

 

 

3

 

Dividends declared ($0.525 per share)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(58

)

 

 

(58

)

Net income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

62

 

 

 

62

 

Balances as of June 30, 2025

 

 

109,561,888

 

 

$

2,127

 

 

$

(4

)

 

$

1,729

 

 

$

3,852

 

 

At-the-Market Offering Program—In July 2024, PGE entered into an equity distribution agreement under which it could sell up to $400 million of its common stock through an ATM program. Pursuant to the 2024 ATM program, the Company entered into forward sale agreements for 1,420,049 shares and 5,756,432 shares in 2024 and 2025, respectively. The Company issued 1,066,549 shares and received net proceeds of $50 million in 2024, and issued 5,919,618 shares and received net proceeds of $250 million in 2025. As of June 30, 2026, the Company could have physically settled the remaining amount by delivering 190,314 shares in exchange for cash of $8 million.

 

In February 2026, PGE entered into an additional agreement under which it could sell up to $500 million of its common stock through the ATM program. No forward sale agreements were entered into pursuant to the 2026 ATM program as of June 30, 2026. Any proceeds from the issuances of common stock will be used for general corporate purposes and investments in renewables and non-emitting dispatchable capacity.

 

Equity Forward Sale Agreement—In February 2026, PGE entered into an EFSA in connection with a public offering of 9,467,455 shares of its common stock. Pursuant to the terms of the EFSA, the forward counterparties borrowed 10,848,125 shares of PGE's common stock, including 1,380,670 shares in connection with the underwriters' exercise of their option to purchase additional shares, from third parties in the open market and sold the shares to a group of underwriters for $50.70 per share, less an underwriting discount equal to $1.4576 per share. PGE will not receive any proceeds from the sale of common stock until the EFSA is settled, and at that time PGE will record the proceeds, if any, in equity.

 

Under the terms of the EFSA, PGE may elect to settle the equity forward transactions by means of physical, cash or net share settlement, in whole or in part, at any time on or prior to February 22, 2028, except in specified circumstances or events that would require physical settlement. To the extent that the transactions are physically settled, PGE would be required to issue and deliver shares of PGE common stock to the forward counterparty at the then applicable forward sale price. The forward sale price was initially determined to be $50.70 per share at the time the EFSA was entered into, and the amount of cash to be received by PGE upon physical settlement of the EFSA is subject to certain adjustments in accordance with the terms of the EFSA.

 

PGE concluded that the EFSA was an equity instrument and that it qualified for an exception from derivative accounting because the EFSA was indexed to its own stock. PGE anticipates settling the EFSA through physical settlement on or before February 22, 2028.

 

As of June 30, 2026, the Company could have physically settled the EFSA by delivering 10,848,125 shares in exchange for cash for $528 million.

Prior to settlement, the potentially issuable shares pursuant to the ATM and EFSA agreements may be reflected in PGE’s diluted earnings per share calculations using the treasury stock method. Under this method, the number of shares of PGE’s common stock used in calculating diluted earnings per share for a reporting period would be increased by the number of shares, if any, that would be issued upon physical settlement of the agreements less the number of shares that could be purchased by PGE in the market with the proceeds received from issuance (based on the average market price during that reporting period). Share dilution occurs when the average market price of PGE’s stock during the reporting period is higher than the average forward sale price during the reporting period. As of the three and six months ended June 30, 2026, 398,041 and 343,214 shares were included in the calculation of diluted EPS related to the securities under the agreements, respectively. For additional information concerning the Company’s diluted earnings per share, see Note 6, Earnings Per Share.

Subsequent to June 30, 2026, in July 2026, the Company issued 3,117,541 shares pursuant to the EFSA and received net proceeds of $152 million.