Item 7.01 Regulation FD Disclosure. On August 12, 2026, Portland General Electric (PGE) and the Staff of the Public Utility Commission of Oregon (OPUC Staff) entered into a stipulation in OPUC Docket UM 2385 that recommends that the Public Utility Commission of Oregon (OPUC) approve PGE's application for a corporate reorganization to create a holding company structure.…
Filed Aug 12, 2026Accepted Aug 12, 2026, 4:05 PM EDTCIK 784977Accession 0001193125-26-346816
Portland General Electric (NYSE: POR) is an integrated energy company that generates, transmits and distributes electricity to nearly 960,000 customers serving an area of approximately 2 million Oregonians. Since 1889, Portland General Electric (PGE) has been powering economies, delivering safe, affordable and reliable electricity while working to transform energy systems to meet evolving customer needs. PGE continues to make progress towards emissions reduction targets, and customers have set the standard for prioritizing clean energy with the No. 1 voluntary renewable energy program in the country. PGE is ranked a top ten utility in the 2025 Forrester U.S. Customer Experience Index. In 2025, PGE employees and retirees volunteered over 18,300 hours to more than 400 nonprofits organizations. Through the PGE Foundation, along with corporate contributions and the employee matching gift program, more than $5 million was directed to charitable organizations supporting economic growth and community resilience across our service area. For information: portlandgeneral.com/news.
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Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On August 12, 2026, Portland General Electric (PGE) and the Staff of the Public Utility Commission of Oregon (OPUC Staff) entered into a stipulation in OPUC Docket UM 2385 that recommends that the Public Utility Commission of Oregon (OPUC) approve PGE's application for a corporate reorganization to create a holding company structure. The stipulation resolves the issues in the proceeding among PGE and OPUC Staff, subject to the terms and conditions set forth in the stipulation and OPUC review and approval.
The stipulation between PGE and OPUC Staff includes a monetary commitment of $45 million, of which $40 million will be issued as a rate credit to customers over a three-year period, and $5 million will be used to fund community based renewable energy projects, arrearage management programs and workforce development for clean energy trades, as well as improving access to waterfalls and other natural features in Oregon. The stipulation includes a comprehensive set of enforceable commitments. PGE’s material commitments include:
• A commitment to refrain from seeking rate recovery of acquisition premiums, goodwill, transaction costs and other related costs;
• A commitment to not provide funding or transfer assets over $1 million to any subsidiaries, excluding those to be funded or transferred to PGE and subsidiaries formed for purposes of the acquisition of assets in Washington, without OPUC approval under defined statutory standards;
• A commitment to maintain service, safety, and reliability for customers and to provide regular reports on related metrics;
• A commitment for PGE and the holding company to maintain separate credit ratings;
• An agreement for the holding company to maintain its subsidiary PGE’s common equity at a level of 45% or higher, with the provision that the dividend may be suspended in certain circumstances including for significant decreases in credit ratings, without an OPUC-approved remediation plan;
• A commitment to maintain adequate interest coverage and a pool of qualified assets to maintain the ability to issue First Mortgage Bonds;
• A commitment to hold customers harmless from certain costs associated with the formation of the holding company, as well as from costs that may be incurred if the cost of debt becomes more costly as a result of the formation of the holding company;
• The establishment of a share of PGE preferred stock held by an independent third party (Golden Share) that will override all other outstanding shares in the event of bankruptcy of the holding company;
• Access to PGE and holding company books and records; and
• An obligation to honor existing labor agreements.
The procedural schedule calls for a final decision by the OPUC on August 25, 2026, but the terms of the stipulation remain subject to review by the OPUC. In the final order, the OPUC could approve, reject, or modify the stipulation, and if any such modification is material, parties have the ability to withdraw. FERC has already approved the proposed holding company structure. The formation of a holding company requires shareholder approval. PGE intends to hold a special meeting of shareholders as soon as possible in 2026 to seek shareholder approval.
More information about the stipulation and the holding company proceeding (Docket UM 2385) is available on the OPUC website at www.oregon.gov/puc.