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PORTLAND GENERAL ELECTRIC CO /OR/

For the period ended Sep 30, 2026. Filed Oct 29, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Oct 29, 2026

POR$45.98+0.1%Stored close · as of Nov 9, 2026

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Notes to Condensed Consolidated Financial Statements

NOTE 1: BASIS OF PRESENTATION

Nature of Business

Portland General Electric Company (PGE or the Company) is a single, vertically-integrated electric utility engaged in the generation, purchase, transmission, distribution, and retail sale of electricity in the State of Oregon (State). The Company also participates in the wholesale market by purchasing and selling electricity, natural gas, and environmental credits in an effort to meet the needs of, and obtain reasonably-priced power for, its retail customers, manage risk, and administer its long-term wholesale contracts. The Company develops products and service offerings for the benefit of retail and wholesale customers. PGE operates as a single segment, with revenues and costs related to its business activities recorded and analyzed on a total electric operations basis. The Company owns unregulated, non-utility real estate comprised primarily of PGE’s corporate headquarters. The Company’s corporate headquarters is located in Portland, Oregon and its approximately 4,000 square mile, State-approved service area, entirely within the State, encompasses 51 incorporated cities. As of September 30, 2026, PGE served 963,000 retail customers within a service area of approximately 2 million residents.

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.

Condensed Consolidated Financial Statements

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.

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.

Comprehensive Income

No material change occurred in Other comprehensive income in the three and nine months ended September 30, 2026 and 2025.

Miscellaneous Income, Net

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.

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.

Use of Estimates

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.

Recent Accounting Pronouncements

In November 2024, the FASB issued Accounting Standards Update (ASU) 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires additional disclosure, in the notes to financial statements, of specified information about certain costs and expenses. For calendar year-end entities, the update will be effective for annual periods beginning on January 1, 2027, and interim reporting periods beginning on January 1, 2028. Early adoption is permitted. PGE is assessing the impact of adoption on the consolidated financial statements and does not plan to early adopt the standard.

In December 2025, the FASB issued ASU 2025-10 Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. ASU 2025-10 adds guidance to Accounting Standards Codification (ASC) 832 on the recognition, measurement, and presentation of government grants. For calendar year-end entities, the update will be effective for annual periods beginning on January 1, 2029. Early adoption is permitted. PGE is assessing the impact of adoption on the consolidated financial statements and does not plan to early adopt the standard.

In May 2026, the FASB issued ASU 2026-02 Environmental Credits and Environmental Credit Obligations (Topic 818). ASU 2026-02 provides specific guidance for accounting for environmental credits and environmental credit obligations. For calendar year-end entities, the update will be effective for annual periods beginning on January 1, 2028. Early adoption is permitted. PGE is assessing the impact of adoption on the consolidated financial statements and does not plan to early adopt the standard.

Pending Acquisition

On February 15, 2026, PGE, through a newly formed, wholly owned subsidiary, entered into an Asset Purchase and Service Area Transfer Agreement (the “Agreement”) with PacifiCorp, an indirect subsidiary of Berkshire Hathaway Energy Company, to acquire select portions of PacifiCorp’s Washington state regulated utility retail business. Under the Agreement, PGE would acquire certain assets and liabilities related to generation, transmission, and distribution business to serve the related service area comprised of approximately 140,000 customers. The stated purchase price is $1.9 billion in cash, subject to customary adjustments, including adjustments for net working capital, regulatory assets and liabilities, assumed liabilities, and capital expenditures at closing.

Upon execution of the Agreement, the acquisition was supported by a fully committed bridge facility with Barclays Bank PLC and JPMorgan Chase Bank, N.A. for $1.9 billion. On March 23, 2026, the bridge facility was amended to an amount of approximately $1.3 billion and at the same time, the Company entered into a 364-day Delay Draw Term Loan in the amount of approximately $700 million. Borrowings under the Delayed Draw Term Loan bear interest at a rate equal to either (i) Term SOFR Rate, or (ii) the Alternate Base Rate in each case, plus an applicable margin determined by reference to the Company’s long-term debt securities credit ratings. The Company expects to permanently finance the transaction through a balanced mix of debt, equity, and its minority investment partner, Manulife Infrastructure Fund III L.P. and its affiliates including John Hancock Life Insurance Company (USA) (“Manulife”). In connection with the financing plan, PGE expects equity commitments from Manulife to finance up to $600 million of the purchase. Assuming the closing of the transactions contemplated by the Agreement and the consummation of the financing transactions, Manulife will be the Company's joint venture partner in the business. PGE would remain majority owner and sole operator.

The Agreement also provides for certain termination rights, and under certain specified circumstances, the Company may be required to pay PacifiCorp a termination fee of $35 million. The transaction is expected to consummate approximately twelve months after submission of regulatory filings, subject to customary closing conditions and regulatory approvals, including under the Hart-Scott-Rodino Act, Section 203 of the Federal Power Act from the FERC, the Washington Utilities and Transportation Commission (“WUTC”), the OPUC, the Idaho Public Utilities Commission, the Public Service Commission of Utah, the Public Utilities Commission of the State of California, the Public Service Commission of Wyoming, and certain other federal and state regulatory approvals. PGE submitted regulatory applications related to the Acquisition with the WUTC and the OPUC on March 30, 2026 and April 2, 2026, respectively. On July 15, 2026, the Company, jointly with other parties, submitted an application to the FERC seeking approval of the transaction, requesting a decision by December 15, 2026.

The transaction is expected to be accounted for as a business combination pursuant to ASC 805, Business Combinations, using the acquisition method of accounting and in which PGE would record the fair value of the assets acquired and liabilities assumed as of the acquisition date. To the extent that the consideration transferred is greater than the fair value of the net assets acquired, goodwill will be recorded.

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,
2026202520262025
Retail:
Residential$362$375$1,090$1,115
Commercial261262744738
Industrial177141472396
Direct access customers13113430
Subtotal8137892,3402,279
Alternative revenue programs, net of amortization262111
Other accrued revenues, net(6)(1)(11)9
Total retail revenues8097942,3502,299
Wholesale revenues*143136245324
Other operating revenues19226964
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 thenine months ended

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.

Retail Revenues

The Company’s primary revenue source is the sale of electricity to customers at regulated, tariff-based prices. Retail customers are classified as residential, commercial, or industrial. Residential customers include single-family housing, multiple-family housing (such as apartments, duplexes, and town homes), manufactured homes, and small farms. Residential demand is sensitive to the effects of weather, with demand highest during the winter heating and summer cooling seasons. Commercial customers consist of non-residential customers who accept energy deliveries at voltages equivalent to those delivered to residential customers and are also sensitive to the effects of weather, although to a lesser extent than residential customers. Commercial customers include most businesses, small industrial companies, and public street and highway lighting accounts. Industrial customers consist of non-residential customers who accept delivery at higher voltages than commercial customers and include data centers, which, with recent OPUC approval, now have a separate tariff. Demand from industrial customers is primarily driven by economic conditions, with weather having a less significant impact on energy use by this customer class.

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.

Retail revenue is billed based on monthly meter readings taken at various cycle dates throughout the month. At the end of each month, PGE estimates and records the revenue earned from energy deliveries that have not yet been billed to customers. This amount, which is classified as unbilled revenues and included in Accounts receivable, net in the Company’s condensed consolidated balance sheets, is calculated based on actual net retail system load each month, the number of days from the last meter read date through the last day of the month, and current customer prices.

PGE’s obligation to sell electricity to retail customers generally represents a single performance obligation representing a series of distinct services that are substantially the same and have the same pattern of transfer to the customer that is satisfied over time as customers simultaneously receive and consume the benefits provided. PGE applies the invoice method to measure its progress towards satisfactorily completing its performance obligations.

Pursuant to regulation by the OPUC, PGE is mandated to maintain several tariff schedules to collect funds from customers for programs that benefit the general public, such as conservation, low-income housing, energy efficiency, renewable energy programs, and privilege taxes. For such programs, PGE generally collects the funds and remits the amounts to third party agencies that administer the programs. In these arrangements, PGE is considered to be an agent, as PGE’s performance obligation is to facilitate a transaction between customers and the administrators of these programs. Therefore, such amounts are presented on a net basis and do not appear in Revenues, net within the condensed consolidated statements of income and comprehensive income.

Alternative Revenues programs—Revenues related to PGE’s Renewable Adjustment Clause (RAC) are considered earned under alternative revenue programs, as these amounts represent contracts with the regulator and not with customers. Such revenues are presented separately from revenues from contracts with customers and classified as Alternative revenue programs, net of amortization on the condensed consolidated statements of income and comprehensive income. The activity within this line item is comprised of current period deferral adjustments, which can either be a collection from or a refund to customers, and is net of any related amortization. When amounts related to alternative revenue programs are ultimately included in prices and customer bills, the amounts are included within Revenues, net, with an equal and offsetting amount of amortization recorded on the Alternative revenue programs, net of amortization line item. Under the RAC, in 2024 and through February 28, 2025, the Company deferred amounts related to the Clearwater Wind Development (Clearwater). For further information, see“Clearwater RAC” in the Regulatory Assets and Liabilities section of Note 3, Balance Sheet Components.

Wholesale Revenues

PGE participates in the wholesale electricity marketplace in order to balance its supply of power to meet the needs of, and secure reasonably-priced power for, its retail customers, manage risk, and administer its current long-term wholesale contracts. In addition, the Company performs wholesale market services for third parties in the region and sells environmental credits in the wholesale marketplace. Interconnected transmission systems in the western United States serve utilities with diverse load requirements and allow PGE to purchase and sell electricity within the region depending upon: i) the relative price and availability of power; ii) hydro, solar, and wind conditions; and iii) daily and seasonal retail demand.

PGE’s Wholesale revenues consist primarily of short-term electricity sales to utilities and power marketers that consist of single performance obligations that are satisfied as energy is transferred to the counterparty. The Company nets certain purchase and sale transactions in which it would simultaneously receive and deliver physical power with the same counterparty; in such cases, only the net amount of those purchases or sales required to meet retail and wholesale obligations will be physically settled and recorded in Wholesale revenues.

Other Operating Revenues

Other operating revenues consist primarily of gains and losses on the sale of natural gas volumes purchased that exceeded what was needed to fuel the Company’s generating facilities, as well as revenues from transmission services, excess transmission capacity resales, excess fuel sales, utility pole attachment revenues, and other electric services provided to customers.

Arrangements with Multiple Performance Obligations

Certain contracts with customers, primarily wholesale, may include multiple performance obligations. For such arrangements, PGE allocates revenue to each performance obligation based on its relative standalone selling price. The Company generally determines standalone selling prices based on the prices charged to customers.

NOTE 3: BALANCE SHEET COMPONENTS

Accounts Receivable, Net

Accounts receivable, net includes $158 million and $180 million of unbilled revenues as of September 30, 2026 and December 31, 2025, respectively. Accounts receivable, net includes an allowance for uncollectible accounts. The following summarizes activity during 2026 in the allowance for credit losses (in millions):

Three Months Ended September 30,Nine Months Ended September 30,
Balance as of beginning of period$14$13
Increase in provision39
Amounts written off(5)(14)
Recoveries26
Balance as of end of period$14$14

Inventories

PGE’s inventories, which are recorded at average cost, consist primarily of materials and supplies for use in operations, maintenance, and capital activities, as well as fuel, which includes natural gas, coal, and oil, for use in the Company’s generating plants. Periodically, PGE assesses whether inventories are recorded at the lower of average cost or net realizable value.

Other Current Assets

Other current assets consist of the following (in millions):

September 30, 2026December 31, 2025
Prepaid expenses$93$96
Margin deposits53116
Assets from price risk management activities432
Other current assets$150$244

Electric Utility Plant, Net

Electric utility plant, net consists of the following (in millions):

September 30, 2026December 31, 2025
Electric utility plant in-service$16,469$15,996
Construction work-in-progress954416
Total cost17,42316,412
Less: accumulated depreciation and amortization(5,711)(5,419)
Electric utility plant, net$11,712$10,993

Accumulated depreciation and amortization in the table above includes accumulated amortization related to intangible assets of $670 million and $622 million as of September 30, 2026 and December 31, 2025, respectively. Amortization expense related to intangible assets was $23 million and $19 million for thethree months ended September 30, 2026 and 2025, respectively, and $64 million and $57 million for thenine months ended September 30, 2026 and 2025, respectively. The Company’s intangible assets primarily consist of computer software development and hydro licensing costs.

Battery storage agreements—PGE has entered into three battery storage PPAs that are expected to be accounted for as leases upon commencement. These projects are summarized as follows:

on January 9, 2026 PGE entered into an agreement with an expected lease commencement date in December 2027 and a term of 20 years. The expected total fixed contract consideration will approximate $612 million over the lease term;

on February 15, 2026, PGE entered into an agreement with an expected lease commencement date in December 2027 and a term of 30 years. The expected total fixed contract consideration will approximate $331 million over the lease term; and

on February 15, 2026, PGE entered into an agreement with an expected lease commencement date in June 2028 and a term of 20 years. The expected total fixed contract consideration will approximate $636 million over the lease term.

Regulatory Assets and Liabilities

Regulatory assets and liabilities consist of the following (in millions):

September 30, 2026 · December 31, 2025
Current · Noncurrent · Current · Noncurrent
Regulatory assets:
Price risk management$109$46$127$54
Pension and other postretirement plans—64—64
Trojan decommissioning activities—168—161
February 2021 ice storm and damage12271333
January 2024 storm and damage2412—48
Reliability contingency events4322—90
2020 Labor Day wildfire511514
Wildfire mitigation353933
Portland Harbor environmental remediation account—65—24
Other29951498
Total regulatory assets$257$513$168$619
Regulatory liabilities:
Asset retirement removal costs$—$1,279$—$1,245
Deferred income taxes—215—228
Clearwater RAC6—211
Other59305316
Total regulatory liabilities$65*$1,524$74*$1,490
  • Included in Accrued expenses and other current liabilities in the condensed consolidated balance sheets.

January 2024 storm and damage—Beginning January 13, 2024, the Company’s service territory encountered a severe winter weather event that included snow, ice, and high winds over several days that caused catastrophic damage to physical assets and resulted in widespread customer power outages. As a result of the historic winter storm, Oregon’s Governor declared a state of emergency on January 18, 2024, which allows PGE to seek recovery of incremental storm expenses through the OPUC pre-authorized emergency deferral mechanism, subject to the application of an earnings test. On February 9, 2024, PGE filed a Notice of Deferral with the OPUC, under Docket UM 2190, related to the emergency restoration costs for the January storm. On March 18, 2026, PGE received the OPUC's final order for the storm recovery docket which included a disallowance for some operating and maintenance costs of $1 million and application of an earnings test. The OPUC ordered the application of an earnings test at 20 basis points below the Company's 2024 allowed return on equity of 9.5% on the deferred storm costs. The application of the earnings test resulted in an additional $3 million reduction of the previously deferred amounts. After application of adjustments per the final order, PGE’s deferred balance as of March 31, 2026 was $44 million, including interest, which began amortizing on April 1, 2026 over atwo year period. The deferred balance as of September 30, 2026 was $36 million.

Reliability contingency events—As approved by the OPUC in PGE’s 2024 GRC, the Reliability Contingency Event (RCE) mechanism allows PGE to defer and recover 80% of prudent costs for RCEs above amounts forecasted in the Company’s Annual Power Cost Update Tariff, without application of an earnings test, with the remaining 20% flowing through operating expenses and subject to the existing power cost adjustment mechanism (PCAM). Results of the PCAM are filed annually with the OPUC no later than July 1, initiating a regulatory review process that typically results in a final determination and order from the OPUC by the end of the year of filing, with any resulting refund or collection impacting customer prices effective in the following year. RCE costs incurred and deferred are included in each years' respective PCAM filing. On March 18, 2026, the OPUC issued its final order in the 2024 RCE mechanism docket which resulted in the approval for recovery of $70 million in deferred costs, before consideration of interest, after determining that costs should be shared at a level of 90%, resulting in a reduction of $8 millionto the recovery request. In addition, the OPUC disagreed with PGE's method of estimating the impacts related to wind generating resources in the day ahead forecasts of $2 million, resulting in a total reduction of $10 million in previously deferred costs. The OPUC also declined to extend the sunset date for the RCE mechanism. After application of adjustments per the final order, PGE’s deferred balance as of September 30, 2026, related to RCEs was $65 million, which included $63 million related to RCEs deferred in 2024 and $2 million related to RCEs deferred in 2025. The 2024 deferred balance began amortizing into customer prices on April 1, 2026 and is to be collected over a two-year period. On July 1, 2026, under the Company's PCAM, Advice 26-26 was submitted to the OPUC seeking recovery to begin on April 1, 2027 of $2 million in costs deferred during RCEs in 2025. The 2025 PCAM docket was settled as filed in September 2026 and the final order is expected in the fourth quarter of 2026.

Wildfire Mitigation—Wildfire Mitigation represents incremental costs and investments made by PGE related to efforts on its system to mitigate the risk of wildfire and improve resiliency to wildfire damage under Oregon Senate Bill 762, enacted in 2021. These efforts include enhanced tree and brush clearing, hardening and undergrounding equipment, and making emergency plans in close partnership with various land and emergency management agencies to further expand the use of a public safety power shutoff, when the risk warrants. On June 25, 2026 PGE's 2026-2028 risk-based Wildfire Mitigation Plan was approved by the OPUC. The plan includes annual updates as part of the ongoing regulatory process.

As of September 30, 2026 and December 31, 2025, PGE’s deferred balance related to incremental wildfire mitigation operating expenses was $38 million and $42 million, respectively. The 2026 balance is comprised of:

2024 Automatic Adjustment Clause (AAC)—As of September 30, 2026, there was $14 million deferred as a regulatory asset in the balancing account related to 2024. On March 18, 2026, PGE received approval to recover this remaining O&M expense beginning May 1, 2026 with a twelve-month amortization period.

2025 AAC— As of September 30, 2026, there was $7 million deferred as a regulatory asset in the balancing account related to 2025. On May 26, 2026, PGE received approval to recover this remaining O&M expense beginning June 1, 2026 with a twelve-month amortization period.

2026 AAC—In conjunction with PGE’s filed 2026-2028 Wildfire Mitigation Plan, PGE submitted an advice filing for the first phase of 2026 with the intent of recovering $28 million related to O&M, which was approved and effective on April 1, 2026 with a twelve-month amortization period. On October 13, 2026, PGE received an OPUC order approving the second phase, effective October 15, 2026, with a 12-month amortization period. The order authorizes recovery of an additional $14 million of 2026 O&M expense, while bringing the total capital-related revenue requirement to $21 million. Although the OPUC has not approved all of PGE’s 2026 wildfire mitigation O&M, PGE does not believe it is precluded from deferring such costs. Any differences between actual expense and customer collections will be recorded as regulatory assets or liabilities within the AAC balancing account, which will be subject to a prudence review, but will not be subject to an earnings test. As of September 30, 2026, there was $17 million deferred as a regulatory asset in the balancing account related to 2026. The OPUC has significant discretion in making the final determination of recovery. The OPUC’s conclusion of overall prudence could result in a portion, or all, of PGE’s deferrals being disallowed for recovery. Such disallowance would be recognized as a charge to earnings.

Portland Harbor Environmental Remediation Account—The impact of costs related to EPA liabilities on the Company’s results of operations is mitigated by the Portland Harbor Environmental Remediation Account (PHERA) mechanism. As approved by the OPUC, the PHERA allows the Company to defer estimated liabilities and recover prudently incurred environmental expenditures related to Portland Harbor through a combination of third-party proceeds, including but not limited to insurance recoveries, and, if necessary, through customer prices. The mechanism established annual prudency reviews of environmental expenditures and third-party proceeds. Annual expenditures in excess of $6 million, excluding expenses related to contingent liabilities, are subject to an annual earnings test and would be ineligible for recovery to the extent PGE’s actual regulated return on equity exceeds its return on equity as authorized by the OPUC in PGE’s most recent GRC. PGE’s results of operations may be impacted to the extent such expenditures are deemed imprudent by the OPUC or ineligible per the prescribed earnings test. The Company plans to seek recovery of any costs resulting from the EPA’s determination of liability for Portland Harbor through application of the PHERA. For more information on the determinationof PGE's share of liability, see "EPA Investigation of Portland Harbor" in Note 8, Contingencies. At this time, PGE is not collecting any Portland Harbor cost from the PHERA through customer prices. As of September 30, 2026, there was$65 million of eligible costs deferred as a regulatory asset. To conform with current year presentation, the Company has reclassified $24 million as of December 31, 2025 from Other to Portland Harbor environmental remediation account in the Regulatory assets section of the table above.

Clearwater RAC—The Clearwater RAC represents all costs and benefits associated with Clearwater. Under the RAC, during 2023, the Company submitted a filing for Clearwater proposing to defer the revenue requirement, net of net variable power cost (NVPC) benefits, from the in-service date of January 2024 until Clearwater was reflected in customer prices, which was March 1, 2025. For the year ended December 31, 2024, PGE deferred the revenue requirement, net of NVPC benefits resulting in a net regulatory liability of $40 million, which amortized as a refund to customers over a twelve-month period beginning on March 1, 2025 as approved in OPUC Order 25-075 issued February 21, 2025. For the period of January 1, 2025 through December 31, 2025, PGE deferred an additional net $13 million regulatory liability, which was approved and began amortizing on April 1, 2026 over a twelve-month period. As of September 30, 2026, there was $6 million deferred as a regulatory liability in the balancing account.

Revenue Subject to Refund—Revenue collected under the Seaside Battery Energy Storage System (BESS) and Distribution System Plan (DSP) Alternative Recovery Mechanisms are subject to earnings tests that require amounts earned in excess of PGE's authorized return on equity of 9.34% to be refunded to customers. The Company has contested the applicability of an earnings test, which would be for the twelve-month period ended October 31, 2026 for the Seaside BESS and the twelve-month period ended March 31, 2027 for the DSP recovery mechanism. As of September 30, 2026, no amounts have been accrued for refund under the Seaside BESS, as PGE does not forecast to over earn for the period covered by the test. Additionally, the Company has not accrued any probable and reasonably estimable refunds for the DSP recovery mechanism. Such refunds would be recognized as a charge to earnings.

Other Investments

PGE has investments in non-marketable equity securities for which the Company does not have controlling financial interest however, based on PGE’s ownership interest, are accounted for under the equity method of accounting. These investments are accounted for at cost, adjusted for the Company’s proportionate share of the investee’s earnings or losses, distributions received, and impairments, if any.

As of September 30, 2026 and December 31, 2025, equity method investments were $22 million and$19 million, respectively, recorded in Other noncurrent assets on the Company’s condensed consolidated balance sheets. For thethree and nine months ended September 30, 2026, and 2025, the Company's share of net earnings or losses from equity method investments were immaterial. PGE’s share of earnings or losses are recorded as Miscellaneous income, net within Other income, net on the Company’s condensed consolidated statements of income.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in millions):

September 30, 2026December 31, 2025
Accrued employee compensation and benefits$65$87
Accrued taxes payable6738
Accrued interest payable5553
Accrued dividends payable6963
Regulatory liabilities—current6573
Margin deposits from wholesale counterparties221
Other139143
Total accrued expenses and other current liabilities$462$478

Credit Facilities

On September 10, 2025, PGE entered into an amendment of its existing revolving credit facility that extended the scheduled expiration into September 2030. As of September 30, 2026, PGE had a $750 million revolving credit facility that provides the Company the ability to expand to $850 million, if needed. Pursuant to the terms of the agreement, the revolving credit facility may be used for general corporate purposes, including as backup for commercial paper borrowings and to permit the issuance of standby letters of credit. PGE may borrow for one, three, or six months at a fixed interest rate established at the time of the borrowing, or at a variable interest rate for any period up to the then remaining term of the applicable credit facility. The revolving credit facility contains a provision that requires annual fees based on the Company’s unsecured credit ratings, and contains customary covenants and default provisions, including a requirement that limits consolidated indebtedness, as defined in the agreement, to 65% of total capitalization. As of September 30, 2026, PGE was in compliance with this covenant with a 53.6% debt-to-total capital ratio.

The Company has a commercial paper program under which it may issue commercial paper for terms of up to 270 days. The Company has elected to limit its borrowings under the revolving credit facility in order to allow for coverage of any potential need to repay commercial paper that may be outstanding at the time. As of September 30, 2026, PGE hadno commercial paper outstanding.

Under the revolving credit facility and commercial paper program, as of September 30, 2026, PGE hadno borrowings outstanding and there wereno letters of credit issued. As a result, the aggregate unused available credit capacity under the revolving credit facility was $750 million.

PGE typically classifies borrowings under the revolving credit facility and outstanding commercial paper as Short-term debt on the condensed consolidated balance sheets.

In addition, PGE has four letter of credit facilities that provide a total capacity of $320 million under which the Company can request letters of credit for original terms not to exceed one year. The issuance of such letters of credit is subject to the approval of the issuing institution. Under these facilities, letters of credit for a total of $136 million were outstanding as of September 30, 2026. Letters of credit issued are not reflected on the Company’s condensed consolidated balance sheets.

Pursuant to an order issued by the FERC, the Company is authorized to issue short-term debt in an aggregate amount of up to $900 million through February 6, 2028.

Long-term Debt

On March 23, 2026, PGE entered into a 24-month credit agreement with lenders in the aggregate principal amount of $350 million. PGE drew four loans from the Lenders in the aggregate principal amount of $350 million. The final loan, in the amount of $80 million, occurred on July 2, 2026. The loans bear interest for the relevant interest period at the Term Secured Overnight Financing Rate (SOFR) plus an Applicable Margin of 110.0 basis points.

Defined Benefit Retirement Plan Costs

Components of net periodic benefit cost under the defined benefit pension plan are as follows (in millions):

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Service cost$3$2$7$7
Interest cost*882424
Expected return on plan assets*(10)(9)(28)(27)
Net periodic benefit cost$1$1$3$4
  • The net expense portion of non-service cost components are included in Miscellaneous income, net within Other income on the Company’s condensed consolidated statements of income and comprehensive income.

NOTE 4: FAIR VALUE OF FINANCIAL INSTRUMENTS

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:

Level 1Quoted prices are available in active markets for identical assets or liabilities as of the measurement date;
Level 2Pricing inputs include those that are directly or indirectly observable in the marketplace as of the measurement date; and
Level 3Pricing inputs include significant inputs that are unobservable for the asset or liability.

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets, liabilities, and their placement within the fair value hierarchy. Assets measured at fair value using net asset value (NAV) as a practical expedient are not categorized in the fair value hierarchy. These assets are listed in the totals of the fair value hierarchy to permit the reconciliation to amounts presented in the financial statements.

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.

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):

Level 1 · Level 2 · Level 3 · Other (2) · Total
Assets:
Cash equivalents$57$—$—$—$57
Nuclear decommissioning trust: (1)
Debt securities:
Domestic government86——14
Corporate credit—22——22
Money market funds———88
Non-qualified benefit plan trust: (3)
Debt securities—domestic government5———5
Money market funds—1—1
Paid Leave Oregon Trust
Money market funds———77
Price risk management activities: (1) (4)
Electricity—31—4
Natural gas—21—3
$70$34$2$15$121
Liabilities:
Price risk management activities: (1) (4)
Electricity$—$7$34$—$41
Natural gas—11110—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.

Level 1Level 2Level 3Other (2)Total
Assets:
Cash equivalents$59$—$—$—$59
Nuclear decommissioning trust: (1)
Debt securities:
Domestic government1411——25
Corporate credit—10——10
Money market funds———77
Non-qualified benefit plan trust: (3)
Debt securities—domestic government1———1
Paid Leave Oregon Trust:
Money market funds———77
Price risk management activities: (1) (4)
Electricity—291—30
Natural gas—3——3
$74$53$1$14$142
Liabilities:
Price risk management activities: (1) (4)
Electricity$—$13$37$—$50
Natural gas—1604—164
$—$173$41$—$214

(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 $35 million, which are recorded at cash surrender value.

(4) For further information, see Note 5, Risk Management.

Cash equivalentsare highly liquid investments with maturities of three months or less at the date of acquisition and primarily consist of money market funds. Such funds seek to maintain a stable NAV and are comprised of short-term, government funds. Policies of such funds require that the weighted average maturity of securities holdings of such funds not exceed 90 days and provide investors with the ability to redeem shares of the funds daily at their respective NAV. Cash equivalents are classified as Level 1 in the fair value hierarchy due to the availability of quoted prices for identical assets in an active market as of the measurement date. Principal markets for money market fund prices include published exchanges such as the National Association of Securities Dealers Automated Quotations (Nasdaq) and the New York Stock Exchange (NYSE).

Assets held in the Nuclear decommissioning trust (NDT), Non-qualified benefit plan (NQBP) trust, and Paid Leave Oregon trust are recorded at fair value in PGE’s condensed consolidated balance sheets and invested in securities that are exposed to interest rate, credit, and market volatility risks. These assets are classified within Level 1, 2, or 3 based on the following factors:

Debt securities—PGE invests in highly-liquid United States Treasury securities to support the investment objectives of the trusts. These domestic government securities are classified as Level 1 in the fair value hierarchy due to the availability of quoted prices for identical assets in an active market as of the measurement date.

Assets classified as Level 2 in the fair value hierarchy include domestic government debt securities, such as municipal debt, and corporate credit securities. Prices are determined by evaluating pricing data such as broker quotes for similar securities and adjusted for observable differences. Significant inputs used in valuation models generally include benchmark yields and issuer spreads. The external credit rating, coupon rate, and maturity of each security are considered in the valuation, as applicable.

Money market funds—PGE invests in money market funds that seek to maintain a stable NAV. These funds invest in high-quality, short-term, diversified money market instruments, short-term treasury bills, federal agency securities, certificates of deposits, and commercial paper. The Company believes the redemption value of these funds is likely to be the fair value, which is represented by the NAV. Redemption is permitted daily without written notice.

The NQBP trust is invested in a money market fund that is invested in domestic debt securities such as government debt securities, corporate securities and municipal debt and is classified as Level 2 in the fair value hierarchy due to the availability of the underlying assets being quoted prices in published exchanges such as Nasdaq and the NYSE. The money market fund in the NDT is valued at NAV as a practical expedient and is not included in the fair value hierarchy.

Assets and liabilities from price risk management activities, recorded at fair value in PGE’s condensed consolidated balance sheets, consist of derivative instruments entered into by the Company to manage its risk exposure to commodity price and foreign currency exchange rates and reduce volatility in NVPC for the Company’s retail customers. For additional information regarding these assets and liabilities, see Note 5, Risk Management.

For those assets and liabilities from price risk management activities classified as Level 2, fair value is derived using present value formulas that utilize inputs such as forward commodity prices and interest rates. Substantially all of these inputs are observable in the marketplace throughout the full term of the instrument, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category include commodity forwards, futures, and swaps.

Assets and liabilities from price risk management activities classified as Level 3 consist of longer-term commodity forwards, futures, swaps, and options for which fair value is derived using one or more significant inputs that are not observable for the entire term of the instrument, such as tenor of observable market quotes.

Quantitative information regarding the significant, unobservable inputs used in the measurement of Level 3 assets and liabilities from price risk management activities is presented below:

Fair Value · Price per Unit
Commodity ContractsAssetsLiabilitiesValuation TechniqueSignificant Unobservable InputLowHighWeighted Average
(in millions)
Electricity physical forwards$—$34Discounted cash flowElectricity forward price (per megawatt hour (MWh))$24.78$93.51$57.26
Natural gas financial swaps110Discounted cash flowNatural gas forward price (per Decatherm)1.603.612.08
Electricity financial futures1—Discounted cash flowElectricity forward price (per MWh)27.0088.0063.76
$2$44
Electricity physical forwards$—$37Discounted cash flowElectricity forward price (per MWh)$22.99$94.65$59.28
Natural gas financial swaps—4Discounted cash flowNatural gas forward price (per Decatherm)1.672.762.15
Electricity financial futures1—Discounted cash flowElectricity forward price (per MWh)31.0084.0052.13
$1$41

The significant unobservable inputs used in the Company’s fair value measurement of price risk management assets and liabilities are long-term forward prices for commodity derivatives. For certain long-term contracts, observable, liquid market transactions are not available for the duration of the delivery period. In such instances, the Company uses internally-developed long-term price curves that utilize observable data when available. When not available, regression techniques are used to estimate unobservable future prices.

The Company’s Level 3 assets and liabilities from price risk management activities are sensitive to market price changes in the respective underlying commodities. The significance of the impact is dependent upon the magnitude of the price change and PGE’s position as either the buyer or seller under the contract. Sensitivity of the fair value measurements to changes in the significant unobservable inputs is as follows:

Significant Unobservable InputPositionChange to InputImpact on Fair Value
Market priceBuyIncrease (decrease)Gain (loss)
Market priceSellIncrease (decrease)Loss (gain)

Changes in the fair value of net liabilities from price risk management activities (net of assets from price risk management activities) classified as Level 3 in the fair value hierarchy were as follows (in millions):

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Balance as of the beginning of the period$49$31$40$34
Net realized and unrealized losses/(gains)*(6)(1)23
Transfers from Level 3 to Level 2(1)5—(2)
Balance as of the end of the period$42$35$42$35
  • Both realized and unrealized losses/(gains), of which the unrealized portions are offset by the effects of regulatory accounting until settlement of the underlying transactions, are recorded in Revenues, net or Purchased power and fuel expense in the condensed consolidated statements of income and comprehensive income. Amounts include $2 million in net realized gains for the three-month period ended September 30, 2026 andnone for the same period in 2025. For the nine months ended September 30, 2026 and 2025, amounts include $6 million and $4 million in net realized gains, respectively.

Transfers out of Level 3 occur when the significant inputs become more observable, such as when the time between the valuation date and the delivery term of a transaction becomes shorter.

Long-term debt is recorded at amortized cost in PGE’s condensed consolidated balance sheets. The value of the Company’s Long-term debt is classified as a Level 2 fair value measurement.

As of September 30, 2026, the carrying amount of PGE’s long-term debt was $5,010 million, net of $19 million of unamortized debt expense, and its estimated aggregate fair value was $4,354 million. As of December 31, 2025, the carrying amount of PGE’s long-term debt was $4,662 million, net of $17 million of unamortized debt expense, and its estimated aggregate fair value was $4,311 million.

NOTE 5: RISK MANAGEMENT

PGE participates in the wholesale marketplace to balance its supply of power, which consists of its own generation combined with wholesale market transactions, to meet the needs of its retail customers, manage risk, and administer the Company’s long-term wholesale contracts. Wholesale market transactions include purchases and sales of both power and fuel resulting from economic dispatch decisions with respect to Company-owned generation resources. The Company also performs wholesale market services for third parties in the region and purchases and sells environmental credits in the wholesale marketplace. As a result of this ongoing business activity, PGE is exposed to commodity price risk and foreign currency exchange rate risk, from which changes in prices and/or rates may affect the Company’s financial position, results of operations, or cash flows.

PGE utilizes derivative instruments to manage its exposure to commodity price risk and foreign exchange rate risk in order to reduce volatility in NVPC for its retail customers. Such derivative instruments, recorded at fair value on the condensed consolidated balance sheets, may include forwards, futures, swaps, and options contracts for electricity, natural gas, and foreign currency, with changes in fair value recorded in the condensed consolidated statements of income and comprehensive income. In accordance with ratemaking and cost recovery processes authorized by the OPUC, PGE recognizes a regulatory asset or liability to defer the gains and losses from derivative activity until settlement of the associated derivative instrument. The Company may designate certain derivative instruments as cash flow hedges or may use derivative instruments as economic hedges. PGE does not intend to engage in trading activities for non-retail purposes.

PGE’s Assets and Liabilities from price risk management activities consist of the following (in millions):

September 30, 2026December 31, 2025
Current assets:
Commodity contracts:
Electricity$3$29
Natural gas13
Total current derivative assets (1)432
Noncurrent assets:
Commodity contracts:
Electricity11
Natural gas2—
Total noncurrent derivative assets (1)31
Total derivative assets (2)$7$33
Current liabilities:
Commodity contracts:
Electricity$12$19
Natural gas101139
Total current derivative liabilities113158
Noncurrent liabilities:
Commodity contracts:
Electricity2931
Natural gas2025
Total noncurrent derivative liabilities4956
Total derivative liabilities (2)$162$214

(1) Total current derivative assets are included in Other current assets, and Total noncurrent derivative assets are included in Other noncurrent assets on the condensed consolidated balance sheets.

(2) As of September 30, 2026 and December 31, 2025, no commodity derivative assets or liabilities were designated as hedging instruments.

PGE’s net purchase (sales) volumes related to its Assets and Liabilities from price risk management activities resulting from its derivative transactions, which are expected to deliver or settle at various dates through 2035 were as follows (in millions):

September 30, 2026 · December 31, 2025
Commodity contracts:
Electricity(1)MWhs1MWhs
Natural gas244Decatherms224Decatherms
Foreign currency$22Canadian$9Canadian

PGE has elected to report positive and negative exposures resulting from derivative instruments pursuant to agreements that meet the definition of a master netting arrangement gross on the condensed consolidated balance sheets. In the case of default on, or termination of, any contract under the master netting arrangements, such agreements provide for the net settlement of all related contractual obligations with a given counterparty through a single payment. These types of transactions may include non-derivative instruments, derivatives qualifying for scope exceptions, receivables and payables arising from settled positions, and other forms of non-cash collateral, such as letters of credit. As of September 30, 2026, gross amounts included as Price risk management liabilities subject to master netting agreements were $32 million, entirely for natural gas, for which PGE has posted $13 million collateral. As of December 31, 2025, gross amounts included as Price risk management liabilities subject to master netting agreements were $41 million, all of which was for natural gas, for which PGE had posted $14 million collateral.

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):

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Commodity contracts:
Electricity$6$(39)$(32)$(32)
Natural Gas(3)101100146
Foreign currency exchange———(1)

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.

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):

20262027202820292030ThereafterTotal
Commodity contracts:
Electricity$3$5$4$4$4$17$37
Natural gas357373——118
Net unrealized loss$38$78$11$7$4$17$155

PGE’s secured and unsecured debt is currently rated at investment grade by Moody’s Investors Service (Moody’s) and S&P Global Ratings (S&P). Should Moody’s or S&P reduce their rating on the Company’s unsecured debt to below investment grade, PGE could be subject to requests by certain wholesale counterparties to post additional performance assurance collateral, in the form of cash or letters of credit, based on total portfolio positions with each of those counterparties. Certain other counterparties would have the right to terminate their agreements with the Company.

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.

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.

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.

See Note 4, Fair Value of Financial Instruments, for additional information concerning the determination of fair value for the Company’s Assets and Liabilities from price risk management activities.

NOTE 6: EARNINGS PER SHARE

Basic earnings per share are computed based on the weighted average number of common shares outstanding during the period. Diluted earnings per share are computed using the weighted average number of common shares outstanding and the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Potential common shares consist of: i) employee stock purchase plan shares; ii) contingently issuable time-based and performance-based restricted stock units, along with associated dividend equivalent rights; and iii) shares issuable pursuant to the equity forward sale agreement (EFSA) and at-the-market offering (ATM) programs. See Note 7, Shareholders’ Equity, for additional information on the EFSA and ATM programs and the resulting impact on earnings per share. Unvested performance-based restricted stock units and associated dividend equivalent rights are included in dilutive potential common shares only after the performance criteria have been met. Anti-dilutive stock awards are excluded from the calculation of diluted earnings per common share.

For the three and nine months ended September 30, 2026, unvested performance-based restricted stock units and related dividend equivalent rights of 652 thousand shares were excluded from the dilutive calculation because the performance goals had not been met, with 640 thousand shares excluded for the three and nine months ended September 30, 2025.

Net income is the same for both the basic and diluted earnings per share computations. The denominators of the basic and diluted earnings per share computations are as follows (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Weighted-average common shares outstanding—basic118,199110,170116,534109,708
Dilutive effect of potential common shares472246551250
Weighted-average common shares outstanding—diluted118,671110,416117,085109,958

NOTE 7: SHAREHOLDERS’ EQUITY

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

Common Stock · AccumulatedOther
SharesAmountComprehensiveLossRetained EarningsTotal
Balances as of December 31, 2025115,559,079$2,382$(4)$1,755$4,133
Issuances of shares pursuant to equity-based plans169,951————
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———4545
Balances as of March 31, 2026115,729,0302,386(4)1,7384,120
Issuances of shares pursuant to equity-based plans29,2241——1
Stock-based compensation—(2)——(2)
Dividends declared ($0.55125 per share)———(64)(64)
Net income———6868
Balances as of June 30, 2026115,758,2542,385(4)1,7424,123
Issuances of shares pursuant to equity-based plans31,803————
Issuances of shares pursuant to equity agreements3,117,541152——152
Stock-based compensation—3——3
Other comprehensive income——1—1
Dividends declared ($0.5250 per share)———(66)(66)
Net income———119119
Balances as of September 30, 2026118,907,598$2,540$(3)$1,795$4,332
Common Stock · AccumulatedOther
SharesAmountComprehensiveLossRetainedEarningsTotal
Balances as of December 31, 2024109,342,251$2,118$(4)$1,680$3,794
Issuances of shares pursuant to equity-based plans161,074————
Stock-based compensation—5——5
Dividends declared ($0.500 per share)———(55)(55)
Net income———100100
Balances as of March 31, 2025109,503,3252,123(4)1,7253,844
Issuances of shares pursuant to equity-based plans58,5631——1
Stock-based compensation—3——3
Dividends declared ($0.525 per share)———(58)(58)
Net income———6262
Balances as of June 30, 2025109,561,8882,127(4)1,7293,852
Issuances of shares pursuant to equity-based plans47,997————
Issuances of shares pursuant to equity agreements1,114,52949——49
Stock-based compensation—3——3
Other comprehensive income——1—1
Dividends declared ($0.5250 per share)———(58)(58)
Net income———103103
Balances as of September 30, 2025110,724,414$2,179$(3)$1,774$3,950

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 September 30, 2026, the Company could have physically settled the remaining amount by delivering 190,314 shares in exchange for cash of $8 million.

On October 22, 2026, the Company issued 190,314 shares pursuant to the 2024 ATM program, settling the 2024 ATM transaction, and received net proceeds 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 September 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. In July 2026, the Company issued 3,117,541 shares pursuant to the EFSA and received net proceeds of $152 million.

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 September 30, 2026, the Company could have physically settled the EFSA by delivering 7,730,584 shares in exchange for cash for $375 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. For the three and nine months ended September 30, 2026,179,391 and 283,060 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.

NOTE 8: CONTINGENCIES

PGE is subject to legal, regulatory, and environmental proceedings, investigations, and claims that arise from time to time in the ordinary course of its business. Contingencies are evaluated using the best information available at the time the condensed consolidated financial statements are prepared. Legal costs incurred in connection with loss contingencies are expensed as incurred. The Company may seek regulatory recovery of certain costs that are incurred in connection with such matters, although there can be no assurance that such recovery would be granted.

Loss contingencies are accrued, and disclosed if material, when it is probable that an asset has been impaired or a liability incurred as of the financial statement date and the amount of the loss can be reasonably estimated. If a reasonable estimate of probable loss cannot be determined, a range of loss may be established, in which case the minimum amount in the range is accrued, unless some other amount within the range appears to be a better estimate.

A loss contingency will also be disclosed when it is reasonably possible that an asset has been impaired, or a liability incurred, if the estimate or range of potential loss is material. If a probable or reasonably possible loss cannot be reasonably estimated, then PGE: i) discloses an estimate of such loss or the range of such loss, if the Company is able to determine such an estimate; or ii) discloses that an estimate cannot be made and the reasons why the estimate cannot be made.

If an asset has been impaired or a liability incurred after the financial statement date, but prior to the issuance of the financial statements, the loss contingency is disclosed, if material, and the amount of any estimated loss is recorded in either the current or the subsequent reporting period, depending on the nature of the underlying event.

PGEevaluates, 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 assessmentas to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable, often involves a series of complex judgments about future events. Management is often unable to estimate a reasonably possible loss, or a range of loss, particularly in cases in which: i) the damages sought are indeterminate or the basis for the damages claimed is not clear; ii) the proceedings are in the early stages; iii) discovery is not complete; iv) the matters involve novel or unsettled legal theories; v) significant facts are in dispute; vi) a large number of parties are represented (including circumstances in which it is uncertain how liability, if any, would be shared among multiple defendants); or vii) a wide range of potential outcomes exist. In such cases, there may be considerable uncertainty regarding the timing or ultimate resolution, including any possible loss, fine, penalty, or business impact.

EPA Investigation of Portland Harbor

An investigation by the United States Environmental Protection Agency (EPA) that began in 1997 of a segment of the Willamette River known as Portland Harbor revealed significant contamination of river sediments. The EPA subsequently included Portland Harbor on the National Priority List pursuant to the federal Comprehensive Environmental Response, Compensation, and Liability Act as a federal Superfund site. PGE has been included among more thanone hundred Potentially Responsible Parties (PRPs), as it historically owned or operated property near the river.

A Portland Harbor site remedial investigation was completed pursuant to an agreement between the EPA and several PRPs known as the Lower Willamette Group (LWG), which did not include PGE. The LWG funded the remedial investigation and feasibility study and stated that it had incurred $115 million in investigation-related costs. The Company anticipates that such costs will ultimately be allocated to PRPs as a part of the allocation process for remediation costs of the EPA’s preferred remedy.

The EPA finalized a feasibility study, along with the remedial investigation, and the results provided the framework for the EPA to determine a clean-up remedy for Portland Harbor that was documented in a Record of Decision (ROD) issued in 2017. The ROD outlined the EPA’s selected remediation plan for clean-up of Portland Harbor that had an undiscounted estimated total cost of $1.7 billion, comprised of $1.2 billion related to remediation construction costs and $0.5 billion related to long-term operation and maintenance costs. Remediation construction costs were estimated to be incurred over a 13-year period, with long-term operation and maintenance costs estimated to be incurred over a 30-year period from the start of construction. Stakeholders have raised concerns that the EPA’s cost estimates are understated, and PGE estimates undiscounted total remediation costs for Portland Harbor per the ROD could range from $2.9 billion to $5.5 billion.

The EPA acknowledged the estimated costs were based on data that was outdated and that pre-remedial design sampling was necessary to gather updated baseline data to better refine the remedial design and estimated cost. A small group of PRPs performed pre-remedial design sampling to update baseline data and submitted the data in an updated evaluation report to the EPA for review. The evaluation report concluded that the conditions of Portland Harbor have improved substantially with the passage of time. In response, the EPA indicated that while it would use the data to inform implementation of the ROD, the EPA’s conclusions remained materially unchanged. With the completion of pre-remedial design sampling, Portland Harbor is now in the remedial design phase, which consists of additional technical information and data collection to be used to design the expected remedial actions. Certain PRPs, not including PGE, have entered into consent agreements to perform remedial design and the EPA has indicated it will take the initial lead to perform remedial design on the remaining areas. The Company anticipates that remedial design costs will ultimately be allocated to PRPs as a part of the allocation process for remediation costs of the EPA’s preferred remedy. The entirety of Portland Harbor continues under an active engineering design phase.

In 2024, the EPA issued a Special Notice Letter (SNL) to 60 entities, including PGE, with requirements and deadlines that may ultimately lead to litigation. Formal negotiations are in process and are likely to continue for several years.

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 thelow end of its share of cleanup costs for certain Project Areas and, in Q2 2026 recorded a $20 million liabi lity, which was deferred in the Portland Harbor Environmental Remediation Account (PHERA). In Q3 2026, cost estimates became available for the remaining Project Areas as well as updates to certain previously available cost estimates. Based on this additional information, PGE refined its estimate of its share of cleanup costs and recorded an additional $22 million liability, which was also deferred in the PHERA. As of September 30, 2026, PGE's $42 million recorded liability represents the low end of the reasonably estimable range of its share of Portland Harbor cleanup costs. Significant uncertainties remain regarding PGE's ultimate share of Portland Harbor cleanup costs, as settlement among the PRPs has not been reached and remedial design activities necessary to establish cost ranges for all Project Areas are ongoing. PGE's estimated liability may change as allocation percentages are finalized and remediation cost estimates are further developed and refined. Due to these uncertainties, PGE cannot reasonably estimate the high end of the range of its potential liability. The Company’s ultimate liability for Portland Harbor remediation could be material to PGE’s financial position and cash flows.

A portion of cleanup costs are attributable to identified PRPs that cannot be located or are insolvent. The liability associated with these parties is considered an “orphan share” pool that must ultimately be reallocated. Solvent, remaining PRPs may be responsible for the orphan shares, however, there is no single mandated approach to reallocation. Significant uncertainties remain regarding the treatment of the orphan shares and PGE does not currently have sufficient information to reasonably estimate the amount of orphan shares it will be responsible for. The Company’s final liability related to orphan shares could be material to PGE’s financial position.

The impact of costs related to EPA liabilities on the Company’s results of operations is mitigated by the PHERA mechanism. For more information on the PHERA, see "Regulatory Assets and Liabilities" in Note 3, Balance Sheet Components.

Wrongful Death Claims

In September 2025, PGE received a complaint filed in Multnomah County Circuit Court on behalf of the estates of three members of the public and their relatives, with regard to three fatalities that occurred during the January 2024 storm and severe winter weather event. The claim seeks a total of $375 million related to their deaths and surviving family members’ claims. Business entities that own and operate an apartment complex, along with a nearby property owner, are also named as defendants. At this time, as the case is in its early stages, PGE is unable to estimate a range of any reasonably possible loss. The Company denies liability and continues to defend its case.

Pearson et al v. Port of Morrow et al

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.

Other Matters

PGE is subject to other regulatory, environmental, and legal proceedings, investigations, and claims that arise from time to time in the ordinary course of business that may result in judgments against the Company. Although management currently believes that resolution of such known matters, individually and in the aggregate, will not have a material impact on its financial position, results of operations, or cash flows, these matters are subject to inherent uncertainties, and management’s view of these matters may change in the future.

NOTE 9: GUARANTEES

PGE enters into financial agreements for, and purchase and sale agreements involving physical delivery of, both power and natural gas that include indemnification provisions relating to certain claims or liabilities that may arise relating to the transactions contemplated by these agreements. Generally, a maximum obligation is not explicitly stated in the indemnification provisions and, therefore, the overall maximum amount of the obligation under such indemnifications cannot be reasonably estimated. PGE periodically evaluates the likelihood of incurring costs under such indemnities based on the Company’s historical experience and the evaluation of the specific indemnities. As of September 30, 2026, management believes the likelihood is remote that PGE would be required to perform under such indemnification provisions or otherwise incur any significant losses with respect to such indemnities. The Company has not recorded any liability on the condensed consolidated balance sheets with respect to these indemnities.

NOTE 10: INCOME TAXES

The effective tax rates were 13.8% and 16.3% for the three months ended September 30, 2026 and 2025, respectively. For the nine months ended September 30, 2026 and 2025, the effective tax rates were 14.7% and 16.9%, respectively. PGE’s effective tax rate is below the federal statutory rate of 21% for 2026 and 2025 primarily due to the effect of energy-related tax credits.

NOTE 11: SEGMENT INFORMATION

PGE is a vertically-integrated electric utility engaged in the generation, transmission, distribution, and retail sale of electricity. The Company participates in wholesale markets by purchasing and selling electricity and natural gas in an effort to meet the needs of, and obtain reasonably-priced power for its retail customers, manage risk, and administer its long-term wholesale contracts. The Company generates revenues and cash flows primarily from the sale and distribution of electricity to retail customers in its service territory in the State.

The Company has identifiedone 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.

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.

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):

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Total revenues$971$952$2,664$2,687
Operating expenses:
Purchased power and fuel3833721,0401,034
Operating and maintenance expense:
Generation, transmission and distribution115112337336
Administrative and other8699282291
Total operating and maintenance expense201211619627
Depreciation and amortization146148433427
Taxes other than income taxes5447157139
Total operating expenses7847782,2492,227
Income from operations187174415460
Interest expense, net:
Interest expense6762193182
Allowance for borrowed funds used during construction(5)(2)(10)(9)
Total interest expense, net6260183173
Other income, net:1394032
Income before income taxes138123272319
Income tax expense19204054
Net income$119$103$232$265

Certain additional financial information relating to the Company’s single business segment was as follows (dollars in millions):

September 30, 2026December 31, 2025
Total assets$13,815$13,230
Equity method investments2219
Nine Months Ended September 30,
20262025
Capital expenditures(1,085)(899)
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.