Each branch is a paragraph in Risk Factors with nothing like it in the 10-K filed Feb 14, 2025. A box jumps to the paragraph as filed, below.
23 paragraphs in Risk Factors of the 10-K filed Feb 17, 2026 with nothing like them in the 10-K filed Feb 14, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Facilities may be exposed to wildfires or cause wildfires, which could disrupt services, hinder the Company’s ability to execute its strategic plan, subject the Company to liability and litigation, adversely affect PGE’s access to capital and increase costs.
able to prevent a wildfire, which could lead to potential liability if energized systems are determined to be the cause of wildfires that result in harm.
The lack of legislation limiting wildfire-related liability or providing a wildfire relief fund may impact PGE’s credit rating, which could hamper the Company’s ability to attract capital and invest in the infrastructure required to meet emissions targets and customer reliability needs. PGE may face barriers to securing cost-efficient contracts if there is a perceived risk of utility financial losses related to wildfire. Business partners may be forced to increase prices to recognize the unresolved financial exposure that PGE presents as a counterparty.
Capital investment and operating expenses related to this risk may not be recoverable through customer prices or insurance proceeds. PGE’s insurance coverage may not fully cover all the hazards and liabilities to which PGE is subject. Certain liabilities resulting from wildfires and other risks, may be excluded from PGE’s insurance coverage. Insurance costs in the utility industry continue to rise, and the Company may be unable to obtain insurance on acceptable terms or at all. Rising insurance costs and any losses for which PGE is not adequately insured against could have a material, adverse effect on our results of operations and financial position.
Trade tariffs and related market volatility and supply chain disruptions could increase PGE’s operating costs, impair PGE’s ability to complete capital projects, and impede access to capital markets.
Failure of potential data center or other large load customers to materialize as expected, or materialize and then relocate to other service areas, could result in an inability to recover the costs of certain capital investments or failure to achieve PGE’s strategic goals.
PGE’s business is impacted by uncertainties associated with increased energy demand or significant accelerated growth in demand due to new data centers or other large load businesses. The Company may enter into arrangements with these or other large load customers and potential customers that require PGE to invest capital and assume credit risk related to such developments and the related generation and transmission investments before PGE receives any potential return. Existing data center or other large load customers may move outside the Company’s service area due to pricing offered by PGE, which includes cost of compliance with state policies including cost allocation policies, regulatory constraints, ease of or ability to secure independent generation, and other factors. PGE may be unable to build the infrastructure needed to support large load customers, or such construction may be subject to financing, environmental, or other permitting hurdles. If new data centers or other large load customers do not materialize as forecasted, or if existing data center or other large load customers leave the Company’s service area, PGE may not be able to realize its strategic goals and the Company may be left with stranded costs and other effects that could have material adverse impacts on its financial condition, results of operations, and cash flows.
Failure to complete the Asset Purchase Acquisition (the “Acquisition”) could negatively impact the Company’s results of operations, financial condition, and the market value of its common stock and debt securities.
The Acquisition is contingent on conditions, including receipt of regulatory approvals, that may not be satisfied, which would result in the failure to complete the Acquisition. If the Acquisition is not completed, or if the Company is unable to secure the external financing necessary for the Acquisition, the Company’s ongoing business could be materially adversely affected, and the Company will be subject to a variety of risks potentially impacting business or financial results, including the following:
•under certain circumstances, upon termination of the Agreement, the Company may be required to pay a termination fee of $35 million;
•payment of costs incurred in connection with pursuing the Acquisition regardless of whether the Acquisition closes; and
•the Company may experience negative reactions from customers, vendors, employees or other key stakeholders.
An adverse outcome in any litigation or other legal proceedings relating to the Agreement, or the transactions contemplated thereby, could have a material adverse impact on the businesses of PGE or their ability to consummate the transactions contemplated by the Agreement.
The Acquisition could be subject to litigation, shareholder demands, or other legal proceedings, including actions alleging that either party’s board of directors breached their respective duties to their shareholders by entering into the Agreement, by failing to obtain a greater value in the transaction for their shareholders or other equity holders or otherwise, or any other claims (contractual or otherwise) arising out of the Acquisition or the transactions related thereto. With respect to such proceedings, and any other litigation or other legal proceedings that are brought against PGE or their respective boards of directors, or subsidiaries in connection with the Agreement, or the transactions contemplated thereby, the respective parties to the proceeding intend to defend against any such claims made therein but may not be successful in doing so. An adverse outcome in such matters, as well as the costs and efforts of a defense even if successful, could have a material adverse effect on the parties’ ability to consummate the Acquisition in a timely manner, or at all, or their respective business, results of operation, or financial position, including through the possible diversion of either company’s resources or distraction of key personnel.
The Acquisition may not achieve its intended results, including anticipated synergies and cost savings.
Although the Company expects that the Acquisition will result in various benefits, including synergies, cost savings and other financial and operational benefits, there can be no assurance regarding when or the extent to which the Company will be able to realize these synergies, cost-savings or other benefits. Achieving the anticipated benefits, including synergies and cost savings, is subject to a number of uncertainties, including whether the Acquired Business can be operated in the manner PGE intends and whether costs to finance the Acquisition will be consistent with expectations. Costs associated with the transaction, including transition or integration costs, could exceed current estimates, negatively impacting the economics of the Acquisition or impacting the Company’s results of operations, financial condition or the market value of its common stock and debt securities. Events outside of the Company’s control, including but not limited to regulatory changes or developments, could also adversely affect the realization of the anticipated benefits from the Acquisition. In addition, anticipated costs to achieve the integration of the Business may differ significantly from current estimates. The integration may place an additional burden on management and internal resources, and the diversion of management’s attention during the integration process could have an adverse effect on PGE’s business, financial condition, and expected operating results.
As a result of the Acquisition, PGE will be subject to the regulatory oversight of Washington state, the scope and size of its business and operations are expected to change substantially, and PGE may not be able to successfully integrate or manage the Acquired Business.
The scope and size of the Company’s assets, operations and business will change following consummation of the Acquisition, and the Company will be subject to the regulatory oversight of Washington state. Under the Agreement for the Acquisition, PGE would acquire the Acquired Business currently servicing a service area comprising of approximately 140,000 customers in the Washington counties of Lewis, Yakima, Walla Walla, Columbia, Garfield and Benton, and operating following generation facilities, including related interconnection and other facilities: Chehalis combined cycle gas turbine in Lewis County, Goodnoe Hills Wind in Klickitat County and Marengo I and Marengo II Wind in Columbia County.
Prior to the Acquisition, PGE’s assets and operations were primarily concentrated in Oregon and subject to the regulatory oversight of the Public Utility Commission of Oregon (OPUC). The Acquired Business operates in Washington and is subject to the regulatory authority of the Washington Utilities and Transportation Commission (WUTC), among other regulatory agencies and stakeholders, which utilize different regulatory frameworks, rate-making procedures, and environmental mandates.
Management across different jurisdictions requires different strategies and expertise, particularly regarding compliance with Washington’s specific clean energy legislation and state-specific customer service requirements.
PGE may not be able to successfully integrate the Acquired Business into its existing operations, or manage these expanded assets effectively. Any such failure could have a material adverse effect on PGE’s business, financial conditions and results of operations.
securities could be dilutive to holders of common stock and could adversely affect their voting and other rights and economic interests.
PGE plans to enter into the EDAM at the CAISO to mitigate risks associated with price volatility. PGE may experience risks including technology, implementation delays, or failure to achieve the benefits forecasted.
New in the latest 10-Q
61 paragraphs in the 10-Q filed Oct 29, 2026 with nothing like them in the 10-Q filed Jul 31, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
PGE is subject to the jurisdiction of the Public Utility Commission of Oregon (OPUC) with respect to retail prices, utility services, accounting policies and practices, issuances of securities, and certain other matters. Retail prices are based on the Company’s cost to serve customers, including an opportunity to earn a reasonable rate of return, as determined by the OPUC. The Company is also subject to regulation by the Federal Energy Regulatory Commission (FERC) in matters related to wholesale energy transactions, transmission services, reliability standards, natural gas pipelines, hydroelectric project licensing, accounting policies and practices, short-term debt issuances, and certain other matters.
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These condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (SEC). Certain information and note disclosures normally included in financial statements prepared in conformity with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted pursuant to such regulations, although PGE believes that the disclosures provided are adequate to make the interim information presented not misleading.
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The financial information included herein as of and for the three and nine months ended September 30, 2026 and 2025 is unaudited; however, in the opinion of management, such information reflects all adjustments necessary to fairly present the condensed consolidated financial position, condensed consolidated income and comprehensive income, and condensed consolidated cash flows of the Company for these interim periods. All such adjustments are of a normal recurring nature, unless otherwise noted. The financial information as of December 31, 2025 is derived from the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2025, included in Item 8 of PGE’s Annual Report on Form 10-K, filed with the SEC on February 17, 2026, which should be read in conjunction with the interim unaudited Financial Statements.
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No material change occurred in Other comprehensive income in the three and nine months ended September 30, 2026 and 2025.
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Miscellaneous income, net includes $3 million in interest income from regulatory assets for both of the three months ended September 30, 2026 and 2025. The remaining activity is comprised of $1 million and $2 million in realized and unrealized gains on the non-qualified benefit plan (NQBP) trust assets and $1 million and an immaterial amount in other miscellaneous income in 2026 and 2025, respectively.
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For the nine months ended September 30, 2026 and 2025, respectively, Miscellaneous income, net includes $15 million and $12 million in interest income from regulatory assets and $7 million and $5 million in realized and unrealized gains on the NQBP trust assets. The remaining activity is comprised of $1 million and an immaterial amount in other miscellaneous income in 2026 and 2025, respectively.
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The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of gain or loss contingencies, as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results experienced by the Company could differ materially from those estimates. Certain costs are estimated for the full year and allocated to interim periods based on estimates of operating time expired, benefit received, or activity associated with the interim period; accordingly, such costs may not be reflective of amounts to be recognized for a full year. Due to seasonal fluctuations in electricity sales, as well as the price of wholesale electricity and natural gas, interim financial results do not necessarily represent those to be expected for the year.
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NOTE 2: REVENUE RECOGNITION Disaggregated Revenue The following table presents PGE’s revenue, disaggregated by customer type (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2026 2025 2026 2025 ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Retail: Residential $ 362 $ 375 $ 1,090 $ 1,115 Commercial 261 262 744 738 Industrial 177 141 472 396 Direct access customers 13 11 34 30 Subtotal 813 789 2,340 2,279 Alternative revenue programs, net of amortization 2 6 21 11 Other accrued revenues, net (6) (1) (11) 9 Total retail revenues 809 794 2,350 2,299 Wholesale revenues* 143 136 245 324 Other operating revenues 19 22 69 64 Total revenues $ 971 $ 952 $ 2,664 $ 2,687 * Wholesale revenues include $49 million and $74 million related to electricity commodity contract derivative settlements for the three months ended September 30, 2026 and 2025, respectively, and $109 million and $154 million for the nine months ended
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September 30, 2026 and 2025, respectively. Price risk management derivative activities are included within total revenues but do not represent revenues from contracts with customers as defined by GAAP. For further information, see Note 5, Risk Management.
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In accordance with state regulations, PGE’s retail customer prices are based on the Company’s cost of service and determined through General Rate Case (GRC) proceedings and various tariff filings with the OPUC. Additionally, the Company offers pricing options that include a daily market price option, various time-of-use options, and several renewable energy options.
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PGE estimated the fair value of financial asset and liability instruments as of September 30, 2026 and December 31, 2025, and classified these financial instruments based on a fair value hierarchy that is applied to prioritize the inputs to the valuation techniques used to measure fair value. The three levels of the fair value hierarchy and application to the Company are:
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Level 1 Quoted prices are available in active markets for identical assets or liabilities as of the measurement date;
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Level 2 Pricing inputs include those that are directly or indirectly observable in the marketplace as of the measurement date; and
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Level 3 Pricing inputs include significant inputs that are unobservable for the asset or liability.
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Changes to market liquidity conditions, the availability of observable inputs, or changes in the economic structure of a security marketplace may require transfer of the securities between levels.
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The Company’s financial assets and liabilities whose values were recognized at fair value in the Company’s condensed consolidated balance sheets are as follows by level within the fair value hierarchy (in millions):
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As of September 30, 2026 Level 1 Level 2 Level 3 Other (2) Total ───────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Assets: Cash equivalents $ 57 $ - $ - $ - $ 57 Nuclear decommissioning trust: (1) Debt securities: Domestic government 8 6 - - 14 Corporate credit - 22 - - 22 Money market funds - - - 8 8 Non-qualified benefit plan trust: (3) Debt securities - domestic government 5 - - - 5 Money market funds - 1 - 1 Paid Leave Oregon Trust Money market funds - - - 7 7 Price risk management activities: (1) (4) Electricity - 3 1 - 4 Natural gas - 2 1 - 3 $ 70 $ 34 $ 2 $ 15 $ 121 Liabilities: Price risk management activities: (1) (4) Electricity $ - $ 7 $ 34 $ - $ 41 Natural gas - 111 10 - 121 $ - $ 118 $ 44 $ - $ 162 (1) Activities are subject to regulation, with certain gains and losses deferred pursuant to regulatory accounting and included in Regulatory assets or Regulatory liabilities as appropriate. (2) Assets are measured at NAV as a practical expedient and not subject to hierarchy level classification disclosure. (3) Excludes insurance policies of $32 million, which are recorded at cash surrender value. (4) For further information, see Note 5, Risk Management.
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Net realized and unrealized losses (gains) on derivative transactions not designated as hedging instruments are classified in Revenues, net or Purchased power and fuel, as applicable, in the condensed consolidated statements of income and comprehensive income and were as follows (in millions):
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Net unrealized and certain net realized losses/(gains) presented in the table above are offset within the condensed consolidated statements of income and comprehensive income by the effects of regulatory accounting. Of the net amounts recognized in Net income for the three-month periods ended September 30, 2026 and 2025, no net gains and $37 million of net losses, respectively, have been offset. Net gains of $14 million and $25 million have been offset for the nine-month periods ended September 30, 2026 and 2025, respectively.
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Assuming no changes in market prices and interest rates, the following table indicates the year in which the net unrealized loss recorded as of September 30, 2026 related to PGE’s derivative activities would become realized as a result of the settlement of the underlying derivative instrument (in millions):
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The aggregate fair value of derivative instruments with credit-risk-related contingent features that were in a liability position as of September 30, 2026 was $157 million, for which PGE has posted $54 million in collateral, consisting of $22 million of letters of credit and $32 million of cash. If the credit-risk-related contingent features underlying these agreements were triggered at September 30, 2026, the cash requirement to either post as collateral or settle the instruments immediately would have been $123 million. As of September 30, 2026, PGE had $12 million cash collateral posted for derivative instruments with no credit-risk-related contingent features. Cash collateral for derivative instruments is classified as Margin deposits included in Other current assets on the Company’s condensed consolidated balance sheets.
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As of September 30, 2026, PGE held from counterparties $10 million in collateral, consisting $8 million of letters of credit and $2 million of cash. The obligation to return cash collateral held for derivative instruments is included in Accrued expenses and other current liabilities on the Company’s condensed consolidated balance sheets.
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PGE is exposed to credit risk in its commodity price risk management activities related to potential nonperformance by counterparties. Credit risk may be concentrated to the extent the Company’s counterparties have similar economic, industry or other characteristics and due to direct or indirect relationships among the counterparties. PGE manages the risk of counterparty default according to its credit policies by performing financial credit reviews, setting limits and monitoring exposures, and requiring collateral (in the form of cash, letters of credit, and guarantees) when needed. The Company also uses standardized enabling agreements and, in certain cases, master netting agreements, which allow for the netting of positive and negative exposures under multiple agreements with counterparties.
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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.
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PGE evaluates, on a quarterly basis, developments in such matters that could affect the amount of any accrual, as well as the likelihood of developments that would make a loss contingency both probable and reasonably estimable. The
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PGE continues to participate in a confidential voluntary process to determine an appropriate allocation of costs among the PRPs and believes it is probable that it will share in a portion of the costs related to Portland Harbor. Based on information developed through this process in the second quarter of 2026, PGE's allocation share became reasonably estimable across project areas related to PGE. PGE concluded that sufficient information existed to reasonably estimate
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In February 2024, a proposed class action was filed in the U.S. District Court for the District of Oregon, Pendleton Division, Case No. 2:24-cv-00362, against the Port of Morrow and other defendants, not including PGE. The plaintiffs alleged they have suffered adverse effects from the defendants’ discharge of nitrogen-laden wastewater. In December 2025, a related action was filed against PGE, which was subsequently dismissed and PGE was added as an additional defendant in the original 2024 lawsuit, concerning wastewater from its Coyote Springs generation facility. Plaintiffs are primarily seeking injunctive relief, medical monitoring, and unspecified monetary damages. The trial date is currently scheduled for September 2027, however, in September 2026, the plaintiffs filed a “Notice of Global Mediation Session” for November 2026. The Company is unable to predict the outcome or estimate a range of any reasonably possible loss in this matter. The Company denies liability and is defending its case.
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The Company has identified one operating and reportable segment and defines its segment on the basis of the way in which internally reported financial information is regularly reviewed by the chief operating decision maker (CODM) to analyze financial performance, make decisions, and allocate resources. The Company’s CODM is the President and Chief Executive Officer.
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The Company’s CODM assesses the segment’s performance by using Consolidated Net Income. The CODM uses Consolidated Net Income predominantly as a key input to earnings per share and return on equity, which is an important metric for investors and regulators and is also tied to employee compensation.
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The table below provides information about the Company’s single business segment, including significant segment expenses, and includes reconciliation to Consolidated Net Income (dollars in millions):
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With the passage of HB 2021, PGE began preparing a CEP concurrent with its IRP to evaluate pathways for achieving Oregon's greenhouse gas emission reduction targets while maintaining an affordable and reliable electric system. PGE submitted its first combined CEP and IRP to the OPUC in 2023 and subsequently submitted a CEP/IRP Update in 2025 that refreshed forecasts, planning assumptions, and resource needs.
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On October 15, 2026, PGE submitted its 2026 CEP/IRP to the OPUC (OPUC Docket LC 88). The filing updates the Company's assessment of future energy and capacity needs and evaluates portfolio pathways intended to support continued progress toward Oregon's clean energy requirements while maintaining affordability and reliability. The filing contemplates potential resource additions, emissions-reduction outcomes, and transmission expansion needs under two pathways. One pathway identifies a need of approximately 3,400 MW needed by 2030, and over 5,000 MW by 2032, in order to continue to serve customers reliably while making significant progress towards HB 2021 emissions reduction targets. The other pathway, which achieves Oregon's HB 2021 emissions requirements currently in effect and maintains system reliability, identifies a 2030 resource need of approximately 6,700 MW, and over 9,000 MW needed by 2032. The 2026 CEP/IRP is subject to review through the OPUC's regulatory process, which PGE currently expects to continue into 2027. The expected additions from PGE's ongoing 2025 RFP, or any other additional resource procurement activities executed subsequent to the third quarter of 2026, will satisfy a portion of the incremental resource needs under either pathway. PGE will continue to engage with customers, stakeholders, and regulators throughout that review process and cannot predict its ultimate outcome.
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Consistent with its 2023 IRP Action Plan and CEP Update, PGE initiated the 2025 All-Source RFP to address forecasted capacity needs beginning in 2029 and advance the Company's decarbonization obligations under HB 2021.
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Following OPUC approval on July 22, 2025, PGE issued the RFP on July 31, 2025, seeking renewable generation and non-emitting dispatchable capacity resources. The procurement was conducted under Oregon's competitive bidding rules with oversight from an OPUC-selected independent evaluator.
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PGE submitted its final shortlist for acknowledgment on February 17, 2026, and received OPUC acknowledgment on May 26, 2026. The final shortlist included 12 projects offering combinations of wind, solar, and battery storage resources through PPAs, storage capacity agreements, and utility ownership structures, including build-transfer agreements (BTAs), as shown in the table below:
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Following a competitive bidding and negotiation process, PGE has executed an agreement for one project on the final shortlist:
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Consequently, PGE expects the 2025 RFP to deliver fewer resources than originally anticipated and is pursuing complementary procurement pathways to address the resulting resource gap. PGE believes these resource acquisition opportunities are capable of providing renewable energy and dependable capacity within the identified need period, subject to applicable regulatory approvals.
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In parallel with its competitive RFP processes, PGE is advancing additional resource acquisitions through bilateral agreements and other regulatory pathways to address identified capacity and renewable energy needs.
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• Salmonfly Solar & BESS - PGE has entered into a build transfer agreement to acquire a proposed 199 MW solar facility and a 199 MW BESS in Jefferson County, Oregon, located on the Confederated Tribes of Warm Springs (CTWS) Reservation, representing an investment of approximately $853 million, excluding AFUDC. The project has an estimated commercial operation date at the end of 2029 and is expected to qualify for ITCs. Salmonfly builds on PGE's longstanding partnership with CTWS through the jointly owned Pelton Round Butte Hydroelectric Project. Salmonfly provides a near-term opportunity to secure renewable energy capacity within the identified need period that was not available through the 2025 RFP. This project remains subject to OPUC process as detailed in PGE's request for a waiver to the competitive bidding rules.
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monitoring the impacts of trade tariffs and the potential effect they may have on the Company’s financial position, results of operations, or cash flows.
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May 1, 2029 and no later than July 31, 2029. The OPUC has also opened a docket, AR 676, as a multi-phased rulemaking to establish the MRP framework with a target to complete the framework in early 2027.
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In June 2025, to advance the goals of the President’s Unleashing American Energy executive order, the EPA proposed to repeal the 2024 GHG emission standards for fossil fuel-fired power plants promulgated under section 111 of the CAA, and proposed to repeal specified 2024 MATS amendments. In December 2025, the EPA finalized revisions extending several compliance deadlines under the 2024 ELG Rule. The EPA corrected certain dates in January 2026 and proposed additional revisions in May 2026. On February 12, 2026, the EPA finalized rescission of the 2009 endangerment finding supporting regulation of new motor vehicles and engines under CAA section 202(a) and repealed the associated vehicle GHG standards, effective April 20, 2026. That action did not, by itself, eliminate all potential EPA authority to regulate GHG emissions under other CAA provisions. On September 14, 2026, the EPA finalized a partial repeal of the 2024 power-plant GHG rule, including the emission guidelines for existing fossil fuel-fired steam generating units and specified carbon capture and storage-based standards for modified coal-fired units and new baseload combustion turbines, effective November 16, 2026. The EPA concurrently issued a supplemental proposal to repeal the remaining power-sector GHG standards. On September 17, 2026, environmental and public-health organizations filed a petition for review of the partial repeal in the D.C. Circuit.
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Legal challenges have been filed concerning the 2024 rules, the subsequent repeal actions, the MATS exemptions, and the rescission of the endangerment finding. Courts previously denied requests to stay the 2024 GHG and MATS rules. Any later orders holding merits proceedings in abeyance while the EPA reconsidered those rules should not be characterized as stays of the rules themselves. The rescission of the endangerment finding took effect April 20, 2026, and the partial repeal of the 2024 power-plant GHG rule is scheduled to take effect November 16, 2026, while related legal challenges are
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On July 23, 2026, FERC issued an order authorizing the reorganization into a holding company structure. On August 12, 2026, PGE and OPUC Staff entered into a stipulation in OPUC Docket UM 2385 that recommended the OPUC approve PGE’s application for a corporate reorganization to create a holding company structure. The stipulation included a monetary commitment of approximately $45 million to fund a rate credit and other customer benefits. The stipulation also included a comprehensive set of enforceable commitments, such as:
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• A commitment to refrain from seeking rate recovery of acquisition premiums, goodwill, transaction costs and other related costs;
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• 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;
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• A commitment to maintain service, safety, and reliability for customers and to provide regular reports on related metrics;
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• A commitment for PGE and the holding company to maintain separate credit ratings;
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• 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;
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• A commitment to maintain adequate interest coverage and a pool of qualified assets to maintain the ability to issue First Mortgage Bonds;
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• 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;
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• 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;
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On September 25, 2026, the OPUC issued a final order (Order No. 26-354) in Docket UM 2385, which included some of the commitments in the stipulation but increased the rate credit and other customer benefits to approximately $83 million, which the Company supports. However, the order also imposes conditions that depart from the stipulation. The stipulation’s terms were consistent with traditional holding company structures approved in Oregon and elsewhere and, in
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some cases, were more stringent. The order goes beyond the stipulation by imposing restrictions on ordinary course business activities that may not be feasible for the Company to implement, specifically relating to limitations on dividends tied to retained earnings and credit ratings. The Company believes these conditions could limit its ability to fund investments needed to maintain and enhance system reliability, meet regulatory mandates, acquire sufficient clean energy, serve forecasted customer demand, and advance critical infrastructure projects.
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The Company has filed a request for clarification, reconsideration or rehearing of certain conditions imposed by the order. The Company does not expect to proceed with the reorganization unless these provisions are clarified or modified. The customer rate credit and other benefits will not be implemented unless the Company proceeds with the reorganization.
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At this time, the Company is unable to estimate the full financial impact of the order. The Company expects to provide further updates regarding the effects of the order in future periodic reports and investor communications, as appropriate.
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including margin deposit requirements related to wholesale market activities, which can vary depending upon the Company’s forward positions and the corresponding price curves.
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Subsequent to September 30, 2026, PGE has entered into agreements to acquire two solar and battery hybrid projects. Estimated capital expenditures for these projects are not included in the table above and are summarized below. For additional information regarding these projects, see “The Resource Planning Process” in the Overview section of this Item 7.:
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as collateral are classified as Margin deposits in PGE’s condensed consolidated balance sheets, while any letters of credit issued are not reflected on the condensed consolidated balance sheets.
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The effects of unseasonable or severe weather and other natural phenomena can adversely affect the Company’s financial condition and results of operations, and the effects of climate change could result in more intense, frequent, and extreme weather events.
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Weather conditions have in the past adversely affected PGE’s revenues and costs, materially impacting the Company’s results of operations. Variations in temperatures have adversely and positively affected customer demand for electricity, with warmer-than-normal winter seasons or cooler-than-normal summer seasons reducing demand for energy. Weather conditions are the dominant cause of usage variations from normal seasonal patterns, particularly for residential customers. Rapid increases in load requirements resulting from unexpected weather changes, particularly if coupled with transmission constraints, could adversely impact PGE’s cost and ability to meet the energy needs of its customers. Conversely, rapid decreases in load requirements could result in the sale of excess energy at depressed market prices. Changes in the global and local climate have resulted in more intense, frequent, and extreme weather events such as ice and snowstorms, high wind, flooding, changes in regional rainfall and snowpack levels, high heat events, drought conditions, declining tree health, and increased risk of wildfires. These events have disrupted energy delivery, caused power outages, and impaired the use of, and damaged, the Company’s facilities and transmission and distribution system and could continue to do so in the future. Such events have resulted in a reduction in revenue and an increase in additional costs to restore service, repair facilities, purchase power and fuel to serve PGE load requirements, and procure insurance related to such impacts. The increase in additional costs also had adverse effects on cash flow and liquidity. In response to more intense, frequent, and severe weather events and increasing peak loads, PGE has made additional investments in generation, transmission, distribution, and energy storage assets to enhance reliability and resiliency but there is no guarantee these steps will successfully address these impacts on PGE’s financial results. Weather-related events have also caused system constraints or disrupted transmission flows, resulting in decreased reliability for customers. Severe weather also has required increased PGE personnel availability, which has resulted in increased operating expenses as well as increased safety risk. In certain instances, PGE relies on mutual aid support to assist in the recovery from severe weather. Lack of availability of mutual aid support has resulted in increased time to restore services to customers as well as increased costs and decreased customer satisfaction. We expect these weather related conditions to continue and they could have a material adverse effect on the Company’s financial condition and results of operations.
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Item 1A of the 10-Q filed Oct 29, 2026 against Item 1A of the 10-K filed Feb 17, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:Except as set forth below, there have been no material changes to PGE’s risk factors set forth in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 17, 2026.
Read in the 10-Q
Two-word phrases in Risk Factors of the 10-K filed Feb 17, 2026 that are in none of the 1 earlier 10-Ks stored, back to Feb 14, 2025
Used at least twice, small words left out. Counted, not picked: a phrase can be new because the company renamed something.
3 paragraphs of last year's Risk Factors with nothing like them now. The longest are quoted.
Item 1A of each 10-K and 10-Q on EDGAR, quoted exactly. Each paragraph links to the filing at sec.gov.
10-K change: what was reworded or cut, section by section.
Excel workbook · CSV. Google Sheet that stays up to date: paste =IMPORTDATA("https://tickdelta.com/company/POR/export.csv") into a cell.
