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8-K

0000784977false00007849772026-02-172026-02-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 17, 2026

PORTLAND GENERAL ELECTRIC COMPANY

(Exact name of registrant as specified in its charter)

Oregon

001-5532-99

93-0256820

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

121 SW Salmon Street, Portland, Oregon 97204 (Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (503) 464-8000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

(Title of class)

(Trading Symbol)

(Name of exchange on which registered)

Common Stock, no par value

POR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item 1.01 Entry into a Material Definitive Agreement.

On February 15, 2026, Portland General Electric Company, an Oregon corporation (“PGE”), through a newly formed, wholly owned subsidiary (“Buyer”), entered into an Asset Purchase and Service Area Transfer Agreement (the “Agreement) with PacifiCorp, an Oregon corporation (the “Seller”). PGE is party to the Agreement as guarantor of the Buyer’s obligations through the closing of the transactions contemplated by the Agreement (the “Closing”). Under the Agreement, the Buyer will acquire certain assets (the “Transferred Assets”) and assume certain liabilities (the “Assumed Liabilities”) related to: (i) the electric transmission and distribution business conducted by the Seller serving customers in the Washington counties of Lewis, Yakima, Walla Walla, Columbia, Garfield and Benton (the “Service Area”); and (ii) the ownership and operation of the following generation facilities, including related interconnection and other facilities: Chehalis combined cycle gas turbine in Lewis County (“Chehalis”), Goodnoe Hills Wind in Klickitat County and Marengo I and Marengo II Wind in Columbia County (the “Business”). In connection with the Closing, the Buyer will assume the obligation to provide electric service in the Service Area. Certain liabilities are excluded from this transaction, including liabilities associated with wildfires outside of Washington. Capitalized terms used herein and not otherwise defined have the meanings set forth in the Agreement.

Pursuant to the Agreement, in consideration for the Transferred Assets, the Buyer will pay at the Closing $1.9 billion in cash plus additional cash consideration for the value of specified assets delivered at closing (the “Cash Consideration”). The Cash Consideration is subject to certain adjustments as specified in the Agreement and excludes consideration for certain Non-Finalized Regulatory Assets, which will be determined and paid after the Closing upon final regulatory determination.

In connection with its entry into the Agreement, PGE entered into a debt commitment letter, dated February 15, 2026, and related fee letters with Barclays Bank PLC and JPMorgan Chase Bank, N.A. (together, the “Commitment Parties”), pursuant to which, and subject to the terms and conditions set forth therein, the Commitment Parties have committed to provide to PGE up to $1.9 billion in an aggregate principal amount of senior unsecured bridge loans under a 364-day bridge loan credit facility (the “Bridge Facility”). The Bridge Facility is subject to customary commitment reductions in the event that certain permanent financing or other proceeds are obtained on or prior to the Closing and to customary closing conditions, including that, substantially concurrently with the initial funding under the Bridge Facility, the Transaction shall be consummated.

PGE also entered into a credit facilities engagement letter, dated February 15, 2026, and a related fee letter with the Commitment Parties, pursuant to which, and subject to the terms and conditions set

por-202510310000784977false00007849772025-10-312025-10-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 31, 2025

PORTLAND GENERAL ELECTRIC COMPANY

(Exact name of registrant as specified in its charter)

Oregon001-5532-9993-0256820 (State or other jurisdiction of incorporation)(Commission File Number)     (I.R.S. Employer Identification No.)

121 SW Salmon Street, Portland, Oregon 97204 (Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (503) 464-8000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

(Title of class)(Trading Symbol)(Name of exchange on which registered) Common Stock, no par valuePORNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item 2.02    Results of Operations and Financial Condition.

The following information is furnished pursuant to Item 2.02.

On October 31, 2025, Portland General Electric Company (the Company) issued a press release announcing its financial results for the three and nine months ended September 30, 2025. The press release is furnished herewith as Exhibit 99.1 to this Report.

Item 7.01    Regulation FD Disclosure.

The following information is furnished pursuant to Item 7.01.

At 11:00 a.m. ET on Friday, October 31, 2025, the Company will hold its quarterly earnings call and webcast, and will use a slide presentation in conjunction with the earnings call. A copy of the slide presentation is furnished herewith as Exhibit 99.2 to this Report.

Item 9.01    Financial Statements and Exhibits.

(d)Exhibits. 99.1Third Quarter Financial Results Press Release issued by Portland General Electric Company dated October 31, 2025.

99.2Portland General Electric Company Third Quarter 2025 Slides dated October 31, 2025.

104Cover page information from Portland General Electric Company’s Current Report on Form 8-K filed October 31, 2025, formatted in iXBRL (Inline Extensible Business Reporting Language).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

PORTLAND GENERAL ELECTRIC COMPANY

(Registrant)

Date:October 31, 2025By:/s/ Joseph R. Trpik Joseph R. Trpik Senior Vice President, Finance and Chief Financial Officer

2