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ORMAT TECHNOLOGIES, INC.

For the period ended Sep 30, 2026. Filed Nov 5, 2026.

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About this filing

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 Nov 5, 2026

ORA$91.90-1.2%Stored close · as of Nov 6, 2026
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Item 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30, 2026December 31, 2025
(Dollars in thousands)
ASSETS
Current assets:
Cash and cash equivalents$347,968$147,448
Restricted cash and cash equivalents (primarily related to VIEs)164,169133,418
Receivables:
Trade less allowance for credit losses of $476 and $308, respectively (primarily related to VIEs)170,120164,772
Other23,24136,711
Inventories44,24445,268
Costs and estimated earnings in excess of billings on uncompleted contracts64,95830,011
Prepaid expenses and other100,74640,141
Total current assets915,446597,769
Investment in unconsolidated companies198,385162,111
Deposits and other (primarily related to VIEs)179,092137,744
Deferred income taxes148,486138,903
Property, plant and equipment, net ($3,441,632 and $3,460,079 related to VIEs, respectively)3,738,4933,672,569
Construction-in-process ($431,352 and $392,644 related to VIEs, respectively)1,093,2321,048,174
Operating leases right of use ($24,940 and $17,236 related to VIEs, respectively)68,71141,756
Finance leases right of use (none related to VIEs)4,0884,690
Intangible assets, net253,428274,548
Goodwill168,005168,244
Total assets$6,767,366$6,246,508
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses$197,983$234,757
Short term revolving credit lines with banks (full recourse)—80,000
Commercial paper (less deferred financing costs of $13 and $17, respectively)99,98799,983
Convertible senior notes (less deferred financing costs of $4,530)361,045—
Billings in excess of costs and estimated earnings on uncompleted contracts9,00513,159
Current portion of long-term debt:
Limited and non-recourse (primarily related to VIEs)92,89379,885
Full recourse215,353214,207
Current portion of financing liability8,8399,749
Operating lease liabilities5,3254,764
Finance lease liabilities1,5601,884
Total current liabilities991,990738,388
Long-term debt, net of current portion:
Limited and non-recourse (primarily related to VIEs and less deferred financing costs of $14,887 and $13,488, respectively)668,225645,803
Full recourse (less deferred financing costs of $3,395 and $4,248, respectively)841,2101,009,090
Convertible senior notes (less deferred financing costs of $17,647 and $4,103, respectively)807,353472,334
Financing liability197,779206,647
Operating lease liabilities52,98729,760
Finance lease liabilities2,5922,850
Liability associated with sale of tax benefits166,649190,168
Deferred income taxes73,39668,661
Liability for unrecognized tax benefits6,17910,378
Liabilities for severance pay12,70911,942
Asset retirement obligation143,015135,574
Other long-term liabilities26,88133,637
Total liabilities3,990,9653,555,232
Commitments and contingencies (Note 9)
Redeemable noncontrolling interest9,70110,402
Equity:
The Company's stockholders' equity:
Common stock, par value $0.001 per share; 200,000,000 shares authorized; 61,986,251 and 61,104,078 shares issued; 61,502,991 and 60,845,411 shares outstanding, respectively6261
Additional paid-in capital1,677,7681,654,635
Treasury stock, at cost (483,260 and 258,667 shares held, respectively)(42,359)(17,964)
Retained earnings990,303909,343
Accumulated other comprehensive income (loss)7,580(2,132)
Total stockholders' equity attributable to Company's stockholders2,633,3542,543,943
Noncontrolling interest133,346136,931
Total equity2,766,7002,680,874
Total liabilities, redeemable noncontrolling interest and equity$6,767,366$6,246,508

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(Dollars in thousands, except per share data) · (Dollars in thousands, except per share data)
Revenues:
Electricity$163,664$167,110$514,520$507,263
Product61,51662,247285,638153,628
Energy storage49,94120,370137,63852,616
Total revenues275,121249,727937,796713,507
Cost of revenues:
Electricity127,411124,588382,276365,657
Product51,39048,766233,016116,568
Energy storage18,94312,33656,06037,423
Total cost of revenues197,744185,690671,352519,648
Gross profit77,37764,037266,444193,859
Operating expenses:
Research and development expenses1,4241,2844,0575,265
Selling and marketing expenses6,1464,89517,69113,437
General and administrative expenses23,27620,17471,71657,869
Other operating income(1,000)(3,125)(6,125)(10,519)
Impairment of long-lived assets150—8,578—
Write-off of unsuccessful exploration and storage activities2,13137710,8241,144
Operating income45,25040,432159,703126,663
Other income (expense):
Interest income5,8671,62614,3684,868
Interest expense, net(44,191)(35,677)(133,122)(106,832)
Derivatives and foreign currency transaction gains (losses)(199)(891)(1,462)6,237
Income attributable to sale of tax benefits15,67714,35648,85148,178
Other non-operating income (expense), net192124(19,952)422
Income from operations before income tax and equity in earnings of investees22,59619,97068,38679,536
Income tax benefit6,7754,28331,91113,544
Equity in earnings of investees452455153861
Net income29,82324,708100,45093,941
Net income (loss) attributable to noncontrolling interest2,085(571)2,612(1,396)
Net income attributable to the Company's stockholders$31,908$24,137$103,062$92,545
Comprehensive income:
Net income29,82324,708100,45093,941
Other comprehensive income (loss), net of related taxes:
Change in foreign currency translation adjustments(273)(2,578)(543)7,730
Change in unrealized gains or losses in respect of the Company's share in derivatives instruments of an unconsolidated investment that qualifies as a cash flow hedge842(263)1,285(1,373)
Change in unrealized gains or losses in respect of a cross-currency swap derivative instrument that qualifies as a cash flow hedge953(1,881)3,733(4,023)
Change in unrealized gains or losses in respect of an interest rate swap derivative instrument that qualifies as a cash flow hedge4,613(258)5,248(1,003)
Other changes in comprehensive income(421)10(389)33
Total other comprehensive income (loss), net of related taxes:5,714(4,970)9,3341,364
Comprehensive income35,53719,738109,78495,305
Comprehensive income (loss) attributable to noncontrolling interest2,126(555)2,973(3,280)
Comprehensive income attributable to the Company's stockholders$37,663$19,183$112,757$92,025
Earnings per share attributable to the Company's stockholders:
Basic:$0.52$0.40$1.68$1.53
Diluted:$0.51$0.39$1.65$1.51
Weighted average number of shares used in computation of earnings per share attributable to the Company's stockholders:
Basic61,50160,74961,31260,666
Diluted62,16561,25262,42861,132

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

The Company's Stockholders' Equity
Accumulated
Additional · Other
Common Stock · Paid-in · Treasury · Retained · Comprehensive · Noncontrolling · Total
Shares · Amount · Capital · Stock · Earnings · Income (Loss) · Total · Interest · Equity
(Dollars in thousands, except per share data)
Balance at December 31, 202460,501$61$1,635,245$(17,964)$814,518$(6,731)$2,425,129$125,803$2,550,932
Stock-based compensation——4,911———4,911—4,911
Exercise of stock-based awards by employees and directors (*)162————————
Cash paid to noncontrolling interest———————(2,767)(2,767)
Cash dividend declared, $0.12 per share————(7,273)—(7,273)—(7,273)
Net income————40,362—40,36295541,317
Other comprehensive income (loss), net of related taxes:
Currency translation adjustments—————2,1832,1835782,761
Change in unrealized gains or losses in respect of the Company's share in derivative instruments of an unconsolidated investment that qualifies as a cash flow hedge—————(896)(896)—(896)
Change in unrealized gains or losses in respect of a cross-currency swap derivative instrument that qualifies as a cash flow hedge—————(3,466)(3,466)—(3,466)
Change in unrealized gains or losses in respect of an interest rate swap derivative instrument that qualifies as a cash flow hedge—————(512)(512)—(512)
Other—————1212—12
Balance at March 31, 202560,663$61$1,640,156$(17,964)$847,607$(9,410)$2,460,450$124,569$2,585,019
Balance as of the beginning of the period60,663$61$1,640,156$(17,964)$847,607$(9,410)$2,460,450$124,569$2,585,019
Stock-based compensation——4,621———4,621—4,621
Exercise of stock-based awards by employees and directors (*)60————————
Cash dividend declared, $0.12 per share————(7,282)—(7,282)—(7,282)
Increase in noncontrolling interest related to tax monetization transaction———————276276
Net income————28,046—28,046(327)27,719
Other comprehensive income (loss), net of related taxes:—
Currency translation adjustment—————6,2256,2251,3227,547
Change in unrealized gains or losses in respect of the Company's share in derivative instruments of unconsolidated investment that qualifies as a cash flow hedge—————(214)(214)—(214)
Change in unrealized gains or losses in respect of a cross-currency swap derivative instrument that qualifies as acash flow hedge—————1,3241,324—1,324
Change in unrealized gains or losses in respect of an interest rate swap derivative instrument that qualifies as a cash flow hedge—————(233)(233)—(233)
Other—————1111—11
Balance at June 30, 202560,723$61$1,644,777$(17,964)$868,371$(2,297)$2,492,948$125,840$2,618,788
Balance as of the beginning of the period60,723$61$1,644,777$(17,964)$868,371$(2,297)$2,492,948$125,840$2,618,788
Stock-based compensation——4,941———4,941—4,941
Exercise of stock-based awards by employees and directors (*)58————————
Cash paid to noncontrolling interest———————(2,941)(2,941)
Cash dividend declared, $0.12 per share————(7,275)—(7,275)—(7,275)
Transaction with noncontrolling interest——————9,5879,587
Net income————24,137—24,13768624,823
Other comprehensive income (loss), net of related taxes:
Currency translation adjustment—————(2,562)(2,562)(16)(2,578)
Change in unrealized gains or losses in respect of the Company's share in derivative instruments of unconsolidated investment that qualifies as a cash flow hedge—————(263)(263)—(263)
Change in unrealized gains or losses in respect of a cross-currency swap derivative instrument that qualifies as a cash flow hedge—————(1,881)(1,881)—(1,881)
Change in unrealized gains or losses in respect of an interest rate swap derivative instrument that qualifies as a cash flow hedge————(258)(258)—(258)
Other—————1010—10
Balance at September 30, 202560,781$61$1,649,718$(17,964)$885,233$(7,251)$2,509,797$133,156$2,642,953
Balance at December 31, 202560,845$61$1,654,635$(17,964)$909,343$(2,132)$2,543,943$136,931$2,680,874
Stock-based compensation——4,724———4,724—4,724
Exercise of stock-based awards by employees and directors (*)232————————
Gain from induced conversion——6,684———6,684—6,684
Common stock issuance for convertible note repayment6001————1—1
Purchase of treasury stock(225)——(24,395)——(24,395)—(24,395)
Cash paid to noncontrolling interest———————(2,077)(2,077)
Cash dividend declared, $0.12 per share————(7,506)—(7,506)—(7,506)
Increase in noncontrolling interest related to tax monetization transactions——————2,5082,508
Net income————44,068—44,06856944,637
Other comprehensive income (loss), net of related taxes:
Currency translation adjustments—————1,5081,508(410)1,098
Change in unrealized gains or losses in respect of the Company's share in derivative instruments of an unconsolidated investment that qualifies as a cash flow hedge—————6464—64
Change in unrealized gains or losses in respect of a cross-currency swap derivative instrument that qualifies as a cash flow hedge—————369369—369
Change in unrealized gains or losses in respect of an interest rate swap derivative instrument that qualifies as a cash flow hedge—————1,4781,478—1,478
Other—————11—1
Balance at March 31, 202661,452$62$1,666,043$(42,359)$945,905$1,288$2,570,939$137,521$2,708,460
Balance as of the beginning of the period61,452$62$1,666,043$(42,359)$945,905$1,288$2,570,939$137,521$2,708,460
Stock-based compensation——6,244———6,244—6,244
Exercise of stock-based awards by employees and directors (*)45————————
Cash dividend declared, $0.12 per share————(7,210)—(7,210)—(7,210)
Increase (decrease) in noncontrolling interest related to tax monetization transaction———————(284)(284)
Net income————27,086—27,086(826)26,260
Other comprehensive income (loss), net of related taxes:
Currency translation adjustment—————(1,458)(1,458)90(1,368)
Change in unrealized gains or losses in respect of the Company's share in derivative instruments of unconsolidated investment that qualifies as a cash flow hedge—————379379—379
Change in unrealized gains or losses in respect of a cross-currency swap derivative instrument that qualifies as a cash flow hedge—————2,4112,411—2,411
Change in unrealized gains or losses in respect of an interest rate swap derivative instrument that qualifies as a cash flow hedge—————(843)(843)—(843)
Other——22——931—31
Balance at June 30, 202661,497$62$1,672,309$(42,359)$965,781$1,786$2,597,579$136,501$2,734,080
Balance as of the beginning of the period61,497$62$1,672,309$(42,359)$965,781$1,786$2,597,579$136,501$2,734,080
Stock-based compensation——5,498———5,498—5,498
Exercise of stock-based awards by employees and directors (*)6————————
Cash paid to noncontrolling interest———————(1,588)(1,588)
Cash dividend declared, $0.12 per share————(7,386)—(7,386)—(7,386)
Increase in noncontrolling interest——————383383
Net income————31,908—31,908(1,909)29,999
Other comprehensive income (loss), net of related taxes:
Currency translation adjustment—————(232)(232)(41)(273)
Change in unrealized gains or losses in respect of the Company's share in derivative instruments of unconsolidated investment that qualifies as a cash flow hedge—————842842—842
Change in unrealized gains or losses in respect of a cross-currency swap derivative instrument that qualifies as a cash flow hedge—————953953—953
Change in unrealized gains or losses in respect of an interest rate swap derivative instrument that qualifies as a cash flow hedge—————4,6134,613—4,613
Other comprehensive income (loss)——(39)——(382)(421)—(421)
Balance at September 30, 202661,503$62$1,677,768$(42,359)$990,303$7,580$2,633,354$133,346$2,766,700

(*) Resulted in an amount lower than $1,000.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

Nine Months Ended September 30,
20262025
(Dollars in thousands)
Cash flows from operating activities:
Net income$100,450$93,941
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization238,441214,789
Accretion of asset retirement obligation6,7116,379
Stock-based compensation16,46614,474
Income attributable to sale of tax benefits, net of interest expense(21,807)(20,612)
Equity in earnings of investees(153)(861)
Mark-to-market of derivative instruments(184)(1,206)
Disposal of property, plant and equipment54(317)
Write-off of unsuccessful exploration and storage activities10,8241,144
Write-off of long-lived assets8,578—
Gain on severance pay fund asset(313)(167)
Changes in fair value of equity investments without a readily determinable fair value(4,332)—
Bargain purchase gain(9,616)—
Induced conversion expense34,413—
Loss (gain) on foreign currency exchange rates414(8,139)
Deferred income tax provision(47,843)(22,036)
Liability for unrecognized tax benefits(4,199)853
Gain from sale of a power plant(24,756)—
Changes in operating assets and liabilities, net of businesses acquired:
Receivables6,17519,139
Costs and estimated earnings in excess of billings on uncompleted contracts(36,242)6,623
Long-term costs and estimated earnings in excess of billings on uncompleted contracts(6,363)(40,063)
Inventories2,429(6,512)
Prepaid expenses and other(23,464)(1,535)
Change in operating lease right of use asset4,5143,741
Deposits and other(11,973)2,527
Accounts payable and accrued expenses5,347(34,734)
Billings in excess of costs and estimated earnings on uncompleted contracts(4,154)8,196
Liabilities for severance pay767890
Change in operating lease liabilities(7,725)(3,656)
Other long-term liabilities(3,542)(2,796)
Net cash provided by operating activities228,917230,061
Cash flows from investing activities:
Capital expenditures(424,466)(474,693)
Cash received from sale of a power plant93,136—
Investment in unconsolidated companies(34,918)(16,296)
Distribution from unconsolidated companies16,414—
Cash paid for business acquisition, net of cash acquired(78,282)(88,650)
Decrease (increase) in severance pay fund asset, net of payments to retired employees(166)(158)
Net cash used in investing activities(428,282)(579,797)
Cash flows from financing activities:
Proceeds from long-term loans, net of transaction costs87,722444,580
Proceeds from issuance of convertible notes, net of transaction costs976,100—
Purchase of treasury stock(24,395)—
Proceeds related to tax monetization transactions51,942109,828
Prepayments of convertible notes(310,862)—
Proceeds from revolving credit lines with banks414,0001,448,500
Repayment of revolving credit lines with banks(494,000)(1,413,500)
Cash received from noncontrolling interest5,47310,276
Repayments of long-term debt(231,430)(203,264)
Cash paid to noncontrolling interest(4,327)(7,388)
Payments under finance lease obligations(1,599)(1,284)
Debt issuance costs(14,845)(16,837)
Cash dividends paid(22,102)(21,830)
Net cash provided by financing activities431,677349,081
Effect of exchange rate changes(1,041)620
Net change in cash and cash equivalents and restricted cash and cash equivalents231,271(35)
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period280,866205,772
Cash and cash equivalents and restricted cash and cash equivalents at end of period$512,137$205,737
Supplemental non-cash investing and financing activities:
Change in accounts payable related to purchases of property, plant and equipment$(31,996)$(11,197)
Right of use assets obtained in exchange for new lease liabilities$25,631$7,789

The accompanying notes are an integral part of thecondensed consolidated financial statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 —GENERAL AND BASIS OF PRESENTATION

These unaudited condensed consolidated interim financial statements of Ormat Technologies, Inc. and its subsidiaries (collectively, the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Accordingly, they do not contain all information and notes required by U.S. GAAP for annual financial statements. In the opinion of management, these unaudited condensed consolidated interim financial statements reflect all adjustments, which include normal recurring adjustments, necessary for a fair statement of the Company’s condensed consolidated balance sheet as of September 30, 2026, the condensed consolidated statements of operations and comprehensive income, the condensed consolidated statements of cash flows and the condensed consolidated statements of equity for the periods presented.

The financial data and other information disclosed in the notes to the condensed consolidated financial statements related to these periods are unaudited. The results for the periods presented are not necessarily indicative of the results to be expected for the year.

These condensed unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”). The condensed consolidated balance sheet data as of December 31, 2025 was derived from the Company’s audited consolidated financial statements for the year ended December 31, 2025 but does not include all disclosures required by U.S. GAAP.

Dollar amounts, except per share data, in the notes to these financial statements are rounded to the closest $1,000.

Ormat Geothermal Senior Secured Notes

On June 11, 2026, Ormat Geothermal LLC (the “Issuer”), a wholly-owned indirect subsidiary of the Company, entered into a note purchase agreement with various investors managed by Prudential Global Investment Management, pursuant to which the Issuer issued $75.0 million principal amount of senior secured fixed rate notes (the “Ormat Geothermal Senior Secured Notes”).

The note purchase agreement also includes a $7.4 million tranche of floating rate notes to be issued in the event of a shortfall in debt service with respect to Ormat Geothermal Senior Secured Notes. The Issuer shall pay a commitment fee on the floating rate note tranche at a rate of 0.5% per annum. Ormat Geothermal Senior Secured Notes are secured by the equity interests in the Issuer, and by the Issuer’s 100% ownership interests in the Cove Fort, Salt Wells and Stillwater geothermal power plants as well as the Stillwater Solar power plant. Ormat Geothermal Senior Secured Notes will be repaid in 20 semi-annual payments, commencing on November 30, 2026. Ormat Geothermal Senior Secured Notes bear interest at a fixed rate of 6.14% per annum and have a final maturity date of May 31, 2036. The Company, as the indirect parent company of the Issuer, has provided a limited guarantee with respect to certain obligations of the Issuer.

There are various restrictive covenants under Ormat Geothermal Senior Secured Notes, including limitations on additional indebtedness of the Issuer and its subsidiaries. Failure to comply with these and other covenants will, subject to customary cure rights, constitute an event of default by the Issuer. In addition, there are restrictions on the ability of the Issuer to make distributions to its shareholders. Among other things, the distribution restrictions include both a historical and projected minimum debt service coverage ratio requirement.

Equity Investment in Unconsolidated Company

In April 2023, the Company invested $2.0 million in a privately-held company (the “Series A Investee”) that develops certain technology enhancing the efficiency and economics of heat-to-electricity and electricity-to-heat conversion. The original investment was made under a Simple Agreement for Future Equity (“SAFE”), which was converted into less than 20% ownership in the Series A Investee upon the closing of the Series A Preferred Share Purchase Agreement during the second quarter of 2026. The Company has no control over the Series A Investee as it has no control over the board of directors that makes all significant decisions relating to the operating and financing activities of the Series A Investee. As the Series A Preferred Shares owned by the Company had no readily determinable fair value, the Company accounted for its investment in the Series A Investee under the measurement alternative. Under the measurement alternative, the carrying value is measured at cost, less impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Equity investments without readily determinable fair values are considered impaired when there is an indication that the fair value of the Company’s interest is less than the carrying amount. Changes in value and impairments of equity investments without readily determinable fair values are recognized in “Other non-operating income (expense), net”. Additionally, on a quarterly basis, management is required to make a qualitative assessment of whether the investment is impaired. During the second quarter of 2026, the Company recognized an unrealized gain of $3.6 million based on the observable price change of its Series A Preferred Shares. As of September 30, 2026, the carrying value of the Company’s investment in the Series A Investee was $5.6 million.

Wapsalit Credit Facility

On May 15, 2026, PT Wapsalit Geothermal Power (“WGP”), a wholly-owned indirect subsidiary of the Company that owns a geothermal license for the Wapsalit geothermal working area in Indonesia, entered into credit facility agreements (the “Wapsalit Credit Facility Agreements”) with PT Sarana Multi Infrastruktur (Persero) (“SMI”), Indonesia’s state-owned infrastructure financing company, pursuant to which WGP will borrow an aggregate principal amount up to the lower of $40.0 million or 75% of drilling costs, in connection with its geothermal exploration project in Wapsalit, Indonesia. The full-recourse Wapsalit Credit Facility Agreements are governed by the World Bank’s Geothermal Resource Risk Mitigation Program (“GREM”) in Indonesia, under which SMI will make available Tranche Facility A and Tranche Facility B in the aggregate amount of $20 million each. Tranche Facility A will bear an annual interest of 6-month Term SOFR+2.5%, payable semi-annually on the 25th of June and December of each year, and Tranche Facility B will bearno interest. Borrowings under the Tranche Facility A and Tranche Facility B mature on July 31, 2029 and as of September 30, 2026, no funds have been withdrawn under either facility. Pursuant to the GREM framework, WGP may receive a waiver or forgiveness of its obligation to repay borrowings under Tranche Facility B upon the occurrence of exploration failure as determined under procedures detailed in the Wapsalit Credit Facility Agreements and in accordance with the GREM procedures. The Wapsalit Credit Facility Agreements include typical negative and affirmative covenants for similar types of financing.

Convertible Notes Indentures

On March 20, 2026, the Company completed its offering of $1.0 billion aggregate principal amount of convertible senior notes, consisting of (i) $825.0 million aggregate principal amount of 1.50% Series A Convertible Senior Notes due 2031 (the “Series A Notes”) and (ii) $175 million aggregate principal amount of 0.00% Series B Convertible Senior Notes due 2031 (the “Series B Notes” and, together with the Series A Notes, the “2031 Convertible Notes”). Each series of 2031 Convertible Notes will mature on March 15, 2031, unless earlier converted, redeemed or repurchased in accordance with its terms prior to such date. For the Series A Notes, interest is accrued at a rate of 1.50% per year and is payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2026. The Series B Notes do not bear regular interest. The Company will pay special interest, if any, on the Series B Notes as set forth in the indenture governing such notes.

The 2031 Convertible Notes of each series are convertible into cash up to the aggregate principal amount of the notes to be converted and cash, shares of the Company’s common stock or a combination of cash and shares, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the 2031 Convertible Notes being converted. The initial conversion rate for the 2031 Convertible Notes of each series will be 7.1225 shares of the Company’s common stock for each $1,000 principal amount of 2031 Convertible Notes, equivalent to an initial conversion price of approximately $140.40 per share of common stock. The conversion rate and related conversion price of the 2031 Convertible Notes of each series may be adjusted under certain circumstances, including in connection with conversions made following a fundamental change or a redemption notice and under other circumstances, in each case as set forth in the applicable indenture.

Prior to November 15, 2030, the 2031 Convertible Notes will be convertible only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2026 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 150% prior to March 15, 2030, and 130% on or after March 15, 2030, in each case, of the conversion price of such series of 2031 Convertible Notes on each applicable trading day; (2) during thefive consecutive business day period immediately after anyfive consecutive trading day period (the “measurement period”) in which the “trading price” per $1,000 principal amount of the 2031 Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate of the 2031 Convertible Notes on each such trading day; (3) if the Company calls any or all of such series of 2031 Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day prior to the redemption date; or (4) upon the occurrence of specified corporate events. On or after November 15, 2030 until the close of business on the second scheduled trading day immediately preceding the maturity date, the 2031 Convertible Notes can be converted at any time irrespective of the foregoing conditions.

The Company may not redeem either series of 2031 Convertible Notes prior to March 20, 2029. The Company may redeem for cash all or any portion of either or both series of 2031 Convertible Notes, at the Company’s option, on or after March 20, 2029 and on or before the 61st scheduled trading day immediately preceding the maturity date, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price for the relevant series of 2031 Convertible Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2031 Convertible Notes to be redeemed, plus any accrued and unpaid interest or special interest, if any.

Holders of the Series B Notes may require the Company to repurchase for cash all or part of their Series B Notes in principal amounts of $1,000 or a multiple thereof on March 15, 2027 (the “Optional Repurchase Date”) at an optional repurchase price equal to 100% of the principal amount of the Series B Notes to be repurchased, plus any accrued and unpaid special interest to, but excluding, the optional repurchase date.

If a fundamental change (as defined in the applicable indenture) occurs, holders of each series of 2031 Convertible Notes may require the Company to repurchase for cash all or any portion of their 2031 Convertible Notes at a repurchase price equal to 100% of the principal amount of the 2031 Convertible Notes to be repurchased, plus (1) in the case of the Series A Notes, accrued and unpaid interest or special interest, or (2) in the case of the Series B Notes, any accrued and unpaid special interest, in each case to, but excluding, the relevant fundamental change repurchase date.

The 2031 Convertible Notes are the Company’s senior unsecured obligations and rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the notes; equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated, including the Company’s 2.50% Convertible Senior Notes due 2027 (the “2027 Convertible Notes”); effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities of the Company’s subsidiaries.

The Company incurred $23.9 million of debt discount and issuance costs in respect of the issuance of the 2031 Convertible Notes, which were deferred and presented as a reduction to the notes’ principal amounts on the condensed consolidated balance sheet. The deferred issuance costs are amortized over the term of the 2031 Convertible Notes into interest expenses, net in the condensed consolidated statements of operations and comprehensive income. During the three and nine months ended September 30, 2026, $1.1 million and $2.5 million, respectively, were recorded as amortized debt discount and issuance costs under interest expenses, net. The effective interest rate on the 2031 Convertible Notes, including the impact of the deferred debt discount and issuance costs, is 1.7%.

As of September 30, 2026, none of the conditions permitting the holders of the Series A Notes to convert their notes early were met. Therefore, the Series A Notes were classified as long-term obligations. As of September 30, 2026, because the one-time repurchase option of the Series B Notes falls within the next 12 months, the Series B Notes were classified as short-term obligations.

The Company used $287.9 million of the net proceeds from the sale of the 2031 Convertible Notes and $25.0 million cash on hand, as well as 0.6 million shares of its common stock which were issued with a total value of $64.8 million to repurchase $285.9 million aggregate principal amount of the 2027 Convertible Notes through privately negotiated transactions entered into concurrently with the pricing of the offering. The repurchase was accounted for as an induced conversion and resulted in a $34.4 million of induced conversion expense which was recorded under “Other non-operating income (expense), net” in the condensed consolidated statements of operations and comprehensive income for the nine months ended September 30, 2026, and a $6.7 million charge to “Additional paid-in capital” inclusive of a reduction of unamortized debt issuance costs of $2.0 million. The induced conversion expense represents the fair value of the shares and cash consideration paid to induce conversion of the 2027 Convertible Notes in excess of the fair value of the consideration that would be transferred pursuant to the existing conversion terms.

In connection with the 2027 Convertible Note, as of September 30, 2026, none of the conditions permitting the holders of the 2027 Convertible Notes to convert all or any portion of their notes prior to January 15, 2027 have been met. As of September 30, 2026, the 2027 Convertible Notes are classified as short-term obligations as their maturity date of July 15, 2027 falls within the next 12 months.

The following is a summary of the Company’s convertible notes as of September 30, 2026 and December 31, 2025.

September 30, 2026 · December 31, 2025
(Dollars in millions)
Principal AmountDeferred Financing CostsNet Carrying AmountPrincipal AmountDeferred Financing CostsNet Carrying Amount
2027 Convertible Notes$190.6$0.9$189.7$476.4$4.1$472.3
2031 Convertible Notes1,000.021.3978.7———
less current portion(365.6)(4.5)(361.0)———
Noncurrent portion$825.0$17.6$807.4$476.4$4.1$472.3

Purchase of Treasury Stock

In connection with the issuance of the 2031 Convertible Notes as described above, the Company used approximately $24.4 million of the net proceeds from the issuance of the 2031 Convertible Notes to repurchase 224,593 shares of its common stock in privately negotiated transactions at a price of $108.00 per share. The Company recorded this purchase as treasury stock on the condensed consolidated statement of equity in the first quarter of 2026.

Business Combination - Solar and Storage Facility Purchase Transaction

On January 29, 2026, the Company closed a purchase transaction with Innergex Renewables USA LLC to acquire a solar and storage facility on the Big Island of Hawaii (“Hoku”), for a total cash consideration of $79.3 million (including customary post-closing working capital adjustments) for 100% of the equity interests in the entity holding this asset. The acquired assets include a 30 MW solar PV facility paired with a 30 MW/120 MWh battery energy storage system, which achieved commercial operation in March 2025. All output from the facility is sold under a 25-year fixed price power purchase agreement with HECO.

As a result of the acquisition, the Company expanded its overall storage and solar generation capacity and expects to improve the profitability of the purchased assets through cost reduction and synergies. The Company accounted for the transaction under ASC 805, Business Combinations and following the transaction, the Company consolidates the storage and solar PV facilities in accordance with ASC 810, Consolidation in its consolidated financial statements starting from the transaction close date.

During the nine months ended September 30, 2026, the Company incurred $1.4 million of acquisition-related costs. Such costs were included under “General and administrative expenses” in the condensed consolidated statements of operations and comprehensive income for the respective period. The Company did not incur such costs in the third quarter of 2026.

During the three and nine months ended September 30, 2026, the acquired assets contributed $2.9 million and $7.8 million, respectively, to the Company’s Energy Storage revenues, and $1.9 million and $5.3 million, respectively, to the Company's earnings, not including the bargain purchase gain, which were included in the Company's condensed consolidated statements of operations and comprehensive income for the respective period. Pro forma information was not provided as the Company deemed this information to be immaterial.

The following table summarizes the purchase price allocation to the fair value of the assets acquired and liabilities assumed (in millions):

Cash and cash equivalents$1.1
Trade receivables and others (1)2.6
Inventory1.4
Deferred income taxes20.3
Property, plant and equipment and construction-in-process (2)58.9
Operating lease right-of-use7.2
Other long-term assets8.0
Total assets acquired$99.5
Accounts payable, accrued expenses and others$2.8
Long-term operating lease liabilities7.2
Asset retirement obligation0.6
Total liabilities assumed$10.6
Total assets acquired, and liabilities assumed, net$88.9
Total cash consideration paid$79.3
Bargain purchase gain (3)$9.6

(1) The gross amount of trade receivables was collected subsequent to the acquisition date.

(2) The fair value of Property, plant and equipment was estimated by applying the income approach and utilizing the discounted cash flow method. This methodology assesses the value of tangible assets by computing the anticipated cash flows expected to be generated by the respective assets.

(3) The bargain purchase gain represents the excess of the fair value of the underlying net assets acquired and liabilities assumed over the purchase consideration and was included in “Other non-operating income (expense), net” in the condensed consolidated statement of operations and comprehensive income. The bargain purchase gain was non-taxable and primarily related to the seller being a single-asset corporation aiming to monetize its investment in the facility subsequent to closing a tax equity deal.

Blue Mountain Purchase Transaction

On June 18, 2025, the Company closed a purchase transaction with Cyrq Energy to acquire 100% ownership of the Blue Mountain geothermal power plant for a total consideration of $88.7 million (including customary post-closing working capital adjustments). The Blue Mountain power plant is a 20MW facility, located in Humboldt County, NV, under a Power Purchase Agreement (“PPA”) with NV Energy that expires at the end of 2029.

As a result of the acquisition, the Company expanded its overall generation capacity and expects to improve the profitability of the power plant through cost reduction, synergies and upgrades. The Company accounted for the transaction in accordance with Accounting Standard Codification ("ASC") 805, Business Combinations, and following the transaction, the Company consolidated the power plant in accordance with ASC 810, Consolidation.

The following table summarizes the purchase price allocation to the fair value of the assets acquired and liabilities assumed (in millions):

Trade receivables and others$1.7
Deferred income taxes5.3
Property, plant and equipment and construction-in-process (1)86.2
Operating lease right-of-use1.4
Total assets acquired$94.6
Accounts payable, accrued expenses and others$0.3
Long-term operating lease liabilities1.2
Other long-term liability (2)16.8
Asset retirement obligation3.7
Total liabilities assumed$22.0
Total assets acquired, and liabilities assumed, net$72.6
Goodwill (3)$16.1

(1) The fair value of Property, plant and equipment was estimated by applying the income approach and utilizing the discounted cash flow method. This methodology assesses the value of tangible assets by computing the anticipated cash flows expected to be generated by the respective assets.

(2) Other long-term liability was related to the long-term electricity PPA described above, and is amortized over the term of the PPA. The fair value of the long-term liability represents a PPA price that is relatively lower than the related prevailing market price, and was estimated by applying the income approach and utilizing the With and Without method.

(3) Goodwill is primarily related to the expected synergies, potential cost savings in operations as a result of the purchase transaction as well as potential future enhancements to the geothermal asset. The goodwill is allocated to the Electricity segment and is deductible for tax purposes.

Equity Investment in Sage

On January 16, 2026, the Company entered into an amended and restated Series B Preferred Stock purchase agreement with Sage Geosystems, Inc. (“Sage”), under which the Company paid $25 million in exchange for less than 20% ownership in Sage. In addition, the Company received $12 million of equity in exchange for future services it will provide to Sage. Sage is a privately-held company without a readily determinable market value that develops a geo-pressurized geothermal technology designed for power generation. As the Series B Preferred Stock owned by the Company was not in-substance common stock due to the liquidation preference and other preferential rights, and had no readily determinable fair value, the Company accounted for its preferred share investment in Sage under the measurement alternative. Under the measurement alternative, the carrying value is measured at cost, less impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Equity investments without readily determinable fair values are considered impaired when there is an indication that the fair value of the Company’s interest is less than the carrying amount. Changes in value and impairments of equity investments without readily determinable fair values are recognized in “Other non-operating income (expense), net”. Additionally, on a quarterly basis, management is required to make a qualitative assessment of whether the investment is impaired. As of September 30, 2026, the carrying value of the Company’s investment in Sage was $37.0 million.

TOPP2 Power Plant in New Zealand

In May 2023, the Company signed with Eastland Generation Limited (“EGL”) agreements governing the development, supply, construction, and option to sell the TOPP2 power plant in New Zealand. In August 2025, the Company received an option exercise notice (the “Notice”) from EGL pursuant to which EGL wishes to acquire the TOPP2 power plant in New Zealand pursuant to a previously signed option agreement between the Company and EGL (the “Parties”). During the first quarter of 2026, the Parties signed and closed the sale agreement and amended the previously signed agreements governing the development, supply, construction, and sale of the TOPP2 power plant. The Company applied the guidance in Accounting Standard Codification 606 - Revenue from Contracts with Customers (“ASC 606”) to this transaction, under which several criteria must be met before a reporting entity can recognize revenue from contracts with customers. The Company concluded that as of March 31, 2026, following the close of the sale agreement and the amendments to the development, supply and construction agreements of the TOPP2 power plant, all required revenue recognition criteria have been met and as a result, the Company recognized revenues in the amount of $106.0 million from this transaction in 2026, including $12.0 million which was previously recorded as deferred income. The Company recorded the proceeds from the sale of the TOPP2 power plant of $93.1 million under investing activities in the condensed consolidated statement of cash flow, given that the power plant’s construction cost had been previously recorded as capital expenditures.

Settlement Agreement

As previously disclosed, on August 1, 2024, the Company entered into a settlement agreement, effective April 2024, (the “Agreement”) with a third-party battery systems supplier (the “Supplier”). Under the Agreement, the Supplier paid to the Company $35.0 million as a recovery of damages, such as significant loss of potential profit due to project delays, as well as additional costs incurred by the Company, related to locating and purchasing substitute battery solutions from alternative vendors (the “Recovery of Damages”), to settle the dispute. On August 16, 2024, the Company received the Recovery of Damages payment contingent upon certain conditions which the Company expects to be met, on a pro-rata basis, during the period until March 31, 2026. The Company accounted for the Recovery of Damages amount under the guidance of ASC 450, Contingencies, and ASC 705, Cost of Sales and Services, and as a result, deemed $25.0 million as a recovery of damages, which is recognized as income once contingency conditions are met, and $10.0 million as a reduction to the cost of battery systems to be purchased under the Agreement. During the nine months ended September 30, 2026, the Company recognized $3.1 million of such income, and during the three and nine months ended September 30, 2025, the Company recognized $2.0 million and $9.4 million, respectively. No such income was recorded in the third quarter of 2026. This income was recorded under “Other operating income” in the consolidated statements of operations and comprehensive income. These amounts represent the non-refundable portion of the recovery of damages for which contingency conditions have been met.

Impairment of long-lived assets for the nine months ended September 30, 2026 was $8.6 million, of which $8.1 million related to the Pomona 1 battery energy storage facility. During the first quarter of 2026, the Company approved a project to construct the new Pomona 3 storage facility which will replace the existing Pomona 1 storage facility. The Pomona 1 storage facility is scheduled for demolition in late 2026 to facilitate the construction of the new storage facility. There wasno impairment of long-lived assets during the three and nine months ended September 30, 2025.

Write-offs of Unsuccessful Exploration and Storage Activities

The write-offs of unsuccessful exploration and storage activities for the three and nine months ended September 30, 2026 of $2.1 million and $10.8 million, respectively, included accumulated costs related to certain energy storage and geothermal exploration projects that the Company decided to no longer pursue. The write-offs of unsuccessful exploration and storage activities for the three and nine months ended September 30, 2025 of $0.4 million and $1.1 million, respectively, were related to certain energy storage projects that the Company decided to no longer pursue.

Reconciliation of Cash and Cash Equivalents and Restricted Cash and Cash Equivalents

The following table provides a reconciliation of cash and cash equivalents and restricted cash and cash equivalents as reported on the balance sheet to the total of the same amounts shown on the statement of cash flows:

September 30,December 31,
20262025
(Dollars in thousands)
Cash and cash equivalents$347,968$147,448
Restricted cash and cash equivalents164,169133,418
Total cash and cash equivalents and restricted cash and cash equivalents$512,137$280,866

Concentration of Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash investments and accounts receivable.

Cash investments:

The Company places its cash investments with high credit quality financial institutions located in the United States (“U.S.”) and in foreign countries. At September 30, 2026 and December 31, 2025, the Company had deposits totaling $24.8 million and $83.6 million, respectively, inten U.S. financial institutions that were federally insured up to $250,000 per account. At September 30, 2026 and December 31, 2025, the Company’s deposits in foreign countries amounted to $170.9 million and $75.4 million, respectively.

Accounts receivable:

At September 30, 2026 and December 31, 2025, account receivables related to operations in foreign countries amounted to $98.2 million, and $102.0 million, respectively. At September 30, 2026 and December 31, 2025, accounts receivable from the Company’s primary customers, which each accounted for revenues in excess of 10% of total consolidated revenues for the related period, amounted to 57% and 56% of the Company’s trade receivables, respectively. The aggregate amount of individual customer notes receivable exceeding 10% of total receivables as of September 30, 2026 and December 31, 2025 is $101.8 million, and $103.2 million, respectively.

The Company's revenues from its primary customers as a percentage of total revenues are as follows:

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Southern California Public Power Authority (“SCPPA”)13.2%15.1%13.4%17.9%
Sierra Pacific Power Company and Nevada Power Company10.312.110.813.7
Kenya Power and Lighting Co. Ltd. ("KPLC")11.511.910.212.1

The Company has historically been able to collect on substantially all of its receivable balances. As of September 30, 2026, the amount overdue from KPLC in Kenya was $36.8 million of which $11.7 million was paid in October 2026. The Company believes it will be able to collect all past due amounts from KPLC. This belief is supported by the fact that in addition to KPLC's obligations under its power purchase agreement, the Company holds a support letter from the Government of Kenya that covers certain cases of KPLC non-payment (such as non-payments that are caused by government actions and/or political events).

In Honduras, as of September 30, 2026, the total amount overdue from Empresa Nacional de Energía Eléctrica ("ENEE") was $10.7 million, of which $4.2 million was paid in October 2026. Due to the current financial situation in Honduras, the Company may experience further delays in collection. The Company believes it will be able to collect all past due amounts from ENEE.

Allowance for Credit Losses

The following table describes the changes in the allowance for expected credit losses for the three and nine months ended September 30, 2026 and 2025 (all related to trade receivables):

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(Dollars in thousands)
Beginning balance of the allowance for expected credit losses$476$275$308$224
Change in the provision for expected credit losses for the period—1516867
Ending balance of the allowance for expected credit losses$476$290$476$290

Revenues from Contracts with Customers

Contract assets related to the Company’s Product segment reflect revenue recognized and performance obligations satisfied in advance of customer billing. Contract liabilities related to the Company's Product segment reflect payments received in advance of the satisfaction of performance under the contract. The Company receives payments from customers based on the terms established in the contracts. Total contract assets and contract liabilities as of September 30, 2026 and December 31, 2025 are as follows:

September 30,December 31,
20262025
(Dollars in thousands)
Contract assets (*)$64,958$30,011
Contract liabilities (*)$(9,005)$(13,159)

(*) Contract assets and contract liabilities are presented as “Costs and estimated earnings in excess of billings on uncompleted contracts” and “Billings in excess of costs and estimated earnings on uncompleted contracts”, respectively, on the condensed consolidated balance sheets. The contract liabilities balance at the beginning of the year was largely recognized as product revenues during the nine months ended September 30, 2026 as a result of performance obligations having been fully satisfied as of September 30, 2026. Additionally, as of September 30, 2026 and December 31, 2025, long-term costs and estimated earnings in excess of billings related to the Dominica project in the amount of $81.3 million and $75.0 million, respectively, are included under “Deposits and other” in the condensed consolidated balance sheets, and not under the contract assets and contract liabilities above, due to their long-term nature.

Additionally, as previously described under Note 1 to the consolidated financial statements included in the Company’s 2025 Annual Report, the Company accounted for the Dominica project transaction under the guidance of ASC 853, Service Concession Arrangements (“ASC 853”), which directs a reporting entity to apply ASC 606, Revenue from Contracts with Customers. Under ASC 853, the Company identified the construction and the operation of the power plant as two distinct performance obligations in this project. During the third quarter of 2026, in conjunction with the commencement of commercial operations of the power plant, the Company started recognizing revenues relating to the operation of the power plant performance obligation. Such revenues are included under Electricity revenues in the condensed consolidated financial statements.

On September 30, 2026, the Company had approximately $182.7 million of remaining performance obligations not yet satisfied or partly satisfied related to our Product segment. The Company expects to recognize approximately 100% of this amount as Product revenues during the next 24 months.

Disaggregated revenues from contracts with customers for the three and nine months ended September 30, 2026, and 2025 are disclosed under Note 8 - Business Segments, to the condensed consolidated financial statements.

Leases in which the Company is a Lessor

The table below presents lease income recognized as a lessor:

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(Dollars in thousands)
Lease income relating to lease payments from operating leases$132,285$143,109$403,293$417,820

Derivative Instruments

The Company maintains a risk management strategy that may incorporate the use of swap contracts, put and call options, forward exchange contracts, interest rate swaps, and cross-currency swaps to minimize significant fluctuation in cash flows and/or earnings that are caused by oil and natural gas prices, exchange rate or interest rate volatility.

Transferable Production and Investment Tax Credits

The Inflation Reduction Act (“IRA”) that was signed into law in August 2022, introduced a transferability provision for certain tax credits related to the clean production of energy. The enactment of the One Big Beautiful Bill Act (“OBBBA”) in July 2025 continues to allow the transfer of certain clean energy tax credits, subject to new restrictions, including restrictions relating to prohibited foreign entities. A reporting entity can monetize such credits through sale to a third party. The option for transferability of credits applies to taxable years beginning after December 31, 2022. Several of the Company’s projects, which are not currently part of a tax monetization transaction, generate eligible tax credits, such as ITCs and PTCs, that are eligible to be transferred to a third-party under the provisions of the IRA, as amended by the OBBBA. The Company accounts for ITCs under ASC 740 through the “Income tax (provision) benefit” line in the condensed consolidated statement of operations and comprehensive income. PTCs are accounted similarly to refundable or direct-pay credits outside of the “Income tax (provision) benefit” line with income recognized in the “Income attributable to sale of tax benefits” line in the condensed consolidated statement of operations and comprehensive income. Income recognized related to the expected sale of such transferable PTCs during the three and nine months ended September 30, 2026, was $0.4 million, and $3.3 million, respectively, net of discount, and $2.7 million and $16.0 million, net of discount, for the three and nine months ended September 30, 2025. Tax benefits recognized under Income tax benefit related to transferable ITCs during the three and nine months ended September 30, 2026, were $10.7 million and $43.2 million, respectively, net of discount, and $9.6 million and $33.8 million, net of discount, for the three and nine months ended September 30, 2025.

NOTE 2 —NEW ACCOUNTING PRONOUNCEMENTS

New Accounting Pronouncements Effective in the Nine Months Ended September 30, 2026

Measurement of Credit Losses for Accounts Receivable and Contract Assets

In July 2025, the FASB issued ASU 2025-05 “Financial Instruments – Credit Losses (Topic 326)” to address challenges encountered when applying the guidance in Topic 326 to current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers. Under the previous accounting guidance, an entity estimates expected credit losses based on relevant information about past events, current economic conditions, and reasonable and supportable forecasts of future economic conditions that affect the collectability of the reported amounts. The amendments in this ASU introduce a practical expedient that allows all entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset when developing reasonable and supportable forecasts as part of estimating expected credit losses. This ASU is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. This ASU should be applied on a prospective basis. The adoption of ASU 2025-05 did not have an impact on the Company’s consolidated financial statements.

Induced Conversions of Convertible Debt Instruments

In November 2024, the FASB issued ASU 2024-04 “Debt – Debt with Conversion and Other Options (Subtopic 470-20)” to improve the relevance and consistency in application of induced conversion guidance. The amendments in this ASU clarify the assessment of whether a transaction should be accounted for as an induced conversion or extinguishment of convertible debt when changes are made to conversion features as part of an offer to settle the instrument. This ASU is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company applied the amendments of this ASU to the induced conversion transaction of its 2027 Convertible Notes as further described under Note 1 above.

New Accounting Pronouncements Effective in Future Periods

Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock

In April 2026, the FASB issued ASU 2026-01, “Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock Equity (Topic 505)”. This ASU was issued to provide authoritative guidance on the initial measurement of paid‑in‑kind dividends on equity‑classified preferred stock. The amendments require that paid‑in‑kind dividends be initially measured based on the paid‑in‑kind dividend rate stated in the preferred stock agreement. The new guidance enhances comparability and decision usefulness of financial reporting by providing a consistent, objective, and cost‑effective measurement approach and does not change the timing of when paid‑in‑kind dividends are recognized. This ASU is effective for annual reporting periods beginning after December 15, 2026, including interim periods within those reporting periods. Early adoption is permitted. This ASU should be applied either prospectively or on a modified retrospective basis. The Company anticipates that the adoption of this ASU will not have a material impact on its consolidated financial statements.

Environmental Credits and Environmental Credit Obligations

In May 2026, the FASB issued ASU 2026-02 “Environmental Credits and Environmental Credit Obligations (Topic 818)” to provide authoritative guidance on the recognition, measurement, presentation, and disclosure of environmental credits and environmental credit obligations. The amendments in this ASU establish a comprehensive accounting model for entities that generate, acquire, or use environmental credits or are subject to regulatory compliance programs that may be settled with such credits. The amendments in this ASU require that environmental credits be recognized as assets only when it is probable they will be used to settle an obligation, transferred in an exchange transaction, or used in a nonreciprocal transfer. An environmental credit that does not meet the probable threshold will not be recognized as an asset and any related costs must be expensed as incurred. This ASU is effective for annual reporting periods beginning after December 15, 2027, including interim periods within those reporting periods. Early adoption is permitted. This ASU should be applied on a retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the annual reporting period of adoption. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements, however, it expects that the adoption of this ASU will not have a material impact on its consolidated financial statements.

Narrow-Scope Improvements

In December 2025, the FASB issued ASU 2025-11 “Interim Reporting (Topic 270)” to improve the navigability of required interim disclosures, clarify when that guidance is applicable, and provide additional guidance on what disclosures should be provided in interim reporting periods. The amendments provide a comprehensive list of required interim disclosures and add a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. This ASU is not intended to change the fundamental nature of interim reporting or expand or reduce current interim reporting requirements. Rather, the objective of this ASU is to provide clarity regarding current interim reporting requirements already in place. This ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. This ASU should be applied either prospectively or retrospectively to all prior periods presented. The Company anticipates that the adoption of this ASU will not have a material impact on its consolidated financial statements.

Accounting for Government Grants Received by Business Entities

In December 2025, the FASB issued ASU 2025-10 “Government Grants (Topic 832)” to establish authoritative guidance on the accounting for government grants received by business entities, including guidance for a grant related to an asset and a grant related to income. The overall principle is that a government grant is recognized in earnings in the same period(s) that the costs for which the grant was intended to compensate are recognized. A grant related to an asset is a government grant, or part of a government grant, that is conditioned on the purchase, construction, or acquisition of an asset. A grant related to income is a government grant, or part of a government grant, other than a grant related to an asset. The amendments in this ASU require that a government grant received by a business entity should not be recognized until it is probable that a business entity will comply with the conditions attached to the grant and that the grant will be received.

A grant related to an asset should be recognized on the balance sheet as a business entity incurs the related costs for which the grant is intended to compensate, either as: a. deferred income (the deferred income approach) or b. an adjustment to the cost basis in determining the carrying amount of the asset (the cost accumulation approach).

A grant related to income and a grant related to an asset for which the deferred income approach is elected should be recognized in earnings on a systematic and rational basis over the periods in which a business entity recognizes as expenses the costs for which the grant is intended to compensate. When a business entity elects the cost accumulation approach for a grant related to an asset, there is no separate subsequent recognition of the government grant proceeds in earnings as the carrying amount of the asset that reflects the government grant proceeds would be used to determine depreciation or other subsequent accounting for that asset.

This ASU is effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. Early adoption is permitted. Business entities should apply the amendments in this ASU using one of the following transition approaches:

  1. A modified prospective approach to both government grants that are entered into on or after the effective date and government grants that are not complete as of the effective date. Under this approach, prior-period results should not be restated and there is no cumulative-effect adjustment.

  2. A modified retrospective approach to both government grants that are entered into on or after the beginning of the earliest period presented and government grants that are not complete as of the beginning of the earliest period presented. Under this approach, all prior period results should be restated for government grants that are not complete as of the beginning of the earliest period presented through a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the earliest period presented.

  3. A retrospective approach to all government grants through a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the earliest period presented.

The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements, however, it anticipates that the adoption of this ASU will not have a material impact on its consolidated financial statements.

Hedge Accounting Improvements

In November 2025, the FASB issued ASU 2025-09 “Derivatives and Hedging (Topic 815)” to clarify certain aspects of the guidance on hedge accounting and to better reflect an entity’s risk management strategies in financial reporting by enabling entities to achieve and maintain hedge accounting for highly effective economic hedges of forecasted transactions. This ASU addresses the following five issues:

  1. Similar Risk Assessment for Cash Flow Hedges – This ASU expands the hedged risks permitted to be aggregated in a group of individual forecasted transactions in a cash flow hedge by changing the requirement to designate a group of individual forecasted transactions from having a shared risk exposure to having a similar risk exposure.

  2. Hedging Forecasted Interest Payments on Choose-Your-Rate Debt Instruments – This ASU provides a model to facilitate the application of cash flow hedge accounting to forecasted interest payments on variable-rate debt instruments with contractual terms that permit the borrower to change the interest rate index and related payment frequency upon which interest is accrued (commonly referred to as “choose-your-rate” debt instruments).

  3. Cash Flow Hedges of Nonfinancial Forecasted Transactions – This ASU expands hedge accounting for forecasted purchases and sales of nonfinancial assets. Subject to meeting specific criteria, entities are permitted to apply hedge accounting for eligible components of forecasted spot-market transactions, forward-market transactions, and subcomponents of explicitly referenced components in an agreement’s pricing formula. The amendments also clarify that entities may designate a variable price component in a contract that is accounted for as a derivative as the hedged risk if all other hedge criteria are satisfied.

  4. Net Written Options as Hedging Instruments – This ASU updates hedge accounting guidance to accommodate differences in the loan and swap markets that developed after the cessation of the London Interbank Offered Rate (LIBOR). The amendments eliminate the requirement to apply the net written option test to a compound derivative comprising a swap and a written option designated as the hedging instrument in a cash flow hedge or a fair value hedge of interest rate risk.

  5. Foreign-Currency-Denominated Debt Instrument as Hedging Instrument and Hedged Item (Dual Hedge) – This ASU eliminates the recognition and presentation mismatch related to a dual hedge strategy (i.e., a hedge for which a foreign-currency-denominated debt instrument is both designated as the hedging instrument in a net investment hedge and designated as the hedged item in a fair value hedge of interest rate risk). The amendments require that an entity exclude the debt instrument’s fair value hedge basis adjustment from the net investment hedge effectiveness assessment, resulting in an entity immediately recognizing in earnings the gains and losses from the remeasurement of the debt instrument’s fair value hedge basis adjustment at the spot exchange rate.

This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. This ASU should be applied prospectively for all hedging relationships. Upon adoption of this ASU, entities are permitted to modify certain critical terms of certain existing hedging relationships without de-designating the hedge. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements, however, it anticipates that the adoption of this ASU will not have a material impact on its consolidated financial statements.

Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract

In September 2025, the FASB issued ASU 2025-07 “Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606)” to address concerns about (1) the application of derivative accounting to contracts with features based on the operations or activities of one of the parties to the contract and (2) the diversity in accounting for share-based noncash consideration from a customer that is consideration for the transfer of goods or services. The amendments in this ASU expand the scope exception for application of derivative accounting for certain contracts not traded on an exchange to include contracts for which settlement is based on operations or activities specific to one of the parties to the contract. The amendments in this ASU also clarify that an entity should apply the guidance in Topic 606 to a contract with share-based noncash consideration from a customer for the transfer of goods or services. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. This ASU may be applied prospectively or on a modified retrospective basis. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements; however, it anticipates that the adoption of this ASU will not have a material impact on its consolidated financial statements.

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity

In May 2025, the FASB issued ASU 2025-03 “Business Combinations (Topic 805) and Consolidation (Topic 810)” to modify the Topic 805 framework for identifying the accounting acquirer in certain business combinations when the legal acquiree is a variable interest entity (“VIE”). Under current accounting guidance, when a VIE is acquired, the primary beneficiary (i.e., the entity that consolidates the VIE) is the accounting acquirer. The amendments in this ASU revise current guidance to: (1) limit situations in which entities must identify the primary beneficiary as the accounting acquirer in certain business combinations, and (2) require that when a business combination involving a VIE is primarily effected through exchanging equity interests, entities must consider the general factors in Topic 805 to determine which entity is the accounting acquirer. This ASU is effective for annual and interim reporting periods beginning after December 15, 2026. This ASU should be applied prospectively to any acquisition transaction that occurs after the initial application date. Early adoption is permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements; however, it anticipates that the adoption of ASU 2025-03 will not have a material impact on its consolidated financial statements.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03 “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40)” to improve the disclosure about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The amendments in this ASU require disclosure of the following items in the notes to the financial statements at each interim and annual reporting date:

1 The amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contain any of the expense categories listed in (a) through (e).

2 A qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively.

3 The total amount of selling expenses recognized in continuing operations, and the entity’s definition of selling expenses.

The amendments of this ASU also require that an entity include certain amounts that are already required to be disclosed under current generally accepted accounting principles in the same disclosure as the other disaggregation requirements. The amendments in this ASU are effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, and should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of the ASU or (2) retrospectively to any or all prior periods presented in the financial statements. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of these amendments on its consolidated financial statements.

NOTE 3 —INVENTORIES

Inventories consist of the following:

September 30,December 31,
20262025
(Dollars in thousands)
Raw materials and purchased parts for assembly$24,780$23,710
Self-manufactured assembly parts and finished products19,46421,558
Total inventories$44,244$45,268

NOTE 4—FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value measurement guidance clarifies that fair value is an exit price, representing the amount that would be received upon selling an asset or paid upon transferring a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under the fair value measurement guidance are described below:

Level 1 — unadjusted observable inputs that reflect quoted prices for identical assets or liabilities in active markets;

Level 2 — inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly;

Level 3 — unobservable inputs.

The following table sets forth certain fair value information at September 30, 2026 and December 31, 2025 for financial assets and liabilities measured at fair value by level within the fair value hierarchy, as well as cost or amortized cost. As required by the fair value measurement guidance, assets and liabilities are classified in their entirety based on the lowest level of inputs that is significant to the fair value measurement.

Fair Value
Carrying Value at September 30, 2026TotalLevel 1Level 2Level 3
(Dollars in thousands)
Assets:
Current assets:
Cash equivalents (primarily restricted cash accounts)$80,094$80,094$80,094$—$—
Derivatives: interest rate swap (3)491491—491—
Derivatives: cross-currency swap (1)3,3103,310—3,310—
Derivatives: currency forward and option contracts (2)184184—184—
Long-term assets:
Derivatives: cross-currency swap (1)17,82717,827—17,827—
Derivatives: interest rate swap (3)4,4904,490—4,490—
$106,396$106,396$80,094$26,302$—
Fair Value
Carrying Value at December 31, 2025TotalLevel 1Level 2Level 3
(Dollars in thousands)
Assets:
Current assets:
Cash equivalents (primarily restricted cash accounts)$47,463$47,463$47,463$—$—
Derivatives: cross currency swap (1)1,3431,343—1,343—
Long-term assets:
Derivatives: interest rate swap (3)1,4071,407—1,407—
Derivatives: cross currency swap (1)11,92511,925—11,925—
Liabilities:
Current liabilities:
Derivatives: interest rate swap (3)(832)(832)—(832)—
Long-term liabilities:
Derivatives: interest rate swap (3)(430)(430)—(430)—
$60,876$60,876$47,463$13,413$—
  1. These amounts relate to cross-currency swap contracts valued primarily based on the present value of the cross-currency swap future settlement prices for U.S. Dollar (“USD”) and New Israeli Shekel (“NIS”) zero yield curves and the applicable exchange rate as of September 30, 2026 and December 31, 2025, as applicable. These amounts are included within “Prepaid expenses and other”, “Deposits and other”, “Accounts payable and accrued expenses” or

“Other long-term liabilities”, as applicable, in the consolidated balance sheets on September 30, 2026 and December 31, 2025. There wereno cash collateral deposits as of September 30, 2026 and December 31, 2025.

  1. These amounts relate to currency forward and option contracts valued primarily based on observable inputs, including forward and spot prices for currencies, net of contracted rates and then multiplied by notional amounts, and are included within “Receivables, other” or “Accounts payable and accrued expenses”, as applicable, in the consolidated balance sheets on September 30, 2026 and December 31, 2025, with the corresponding gain or loss being recognized within “Derivatives and foreign currency transaction gains (losses)” in the consolidated statements of operations and comprehensive income.

  2. This amount relates to interest rate swap contracts valued primarily based on the present value of the interest rate swap settlement prices and the future 3-month SOFR and EURIBOR prices, based on USD and Euro zero yield curves as of September 30, 2026 and December 31, 2025. These amounts are included within “Receivables, other”, “Deposits and other”, “Accounts payable and accrued expenses”, or “Other long-term liabilities”, as applicable, in the consolidated balance sheets on September 30, 2026 and December 31, 2025.

The following table presents the amounts of gain (loss) recognized in the condensed consolidated statements of operations and comprehensive income on derivative instruments:

Amount of recognized gain (loss)
Derivative instruments · Location of gain (loss) · Three Months Ended September 30, · Nine Months Ended September 30,
2026 · 2025 · 2026 · 2025
(Dollars in thousands)
Derivatives not designated as hedging instruments
Currency forward and option contracts (1)(a)$(268)$399$999$4,092
Derivatives designated as cash flow hedging instruments
Cross-currency swap (2)(a)$(4,660)$3,552$4,136$18,535
Interest rate swap (2)(b)$(426)$27(509)229
Total$(5,086)$3,579$3,627$18,764

(a) Derivatives and foreign currency transaction gains (losses)

(b) Interest expense, net

  1. The foregoing currency forward and option transactions were not designated as hedge transactions and were marked to market with the corresponding gains or losses recognized within “Derivatives and foreign currency transaction gains (losses)” in the consolidated statements of operations and comprehensive income.

  2. The foregoing cross-currency and interest rate swap transactions were designated as cash flow hedging instruments. The changes in the cross-currency swap fair value are initially recorded in “Other comprehensive income (loss)” and a corresponding amount is reclassified out of “Accumulated other comprehensive income (loss)” to “Derivatives and foreign currency transaction gains (losses)” to offset the remeasurement of the underlying hedged transaction which also impacts the same line item in the condensed consolidated statements of operations and comprehensive income. The changes in the interest rate swap fair value are initially recorded in “Other comprehensive income (loss)” and a corresponding amount is reclassified out of “Accumulated other comprehensive income (loss)” to “Interest expense, net” to offset the remeasurement of the underlying hedged transaction which also impacts the same line item in the condensed consolidated statements of operations and comprehensive income.

There were no transfers of assets or liabilities between Level 1, Level 2 and Level 3 during the three and nine months ended September 30, 2026 and 2025.

The following table presents the effect of derivative instruments designated as cash flow hedges on the consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2026, and 2025:

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(Dollars in thousands)
Cash flow hedges:
Balance in Accumulated other comprehensive income (loss) beginning of period$2,432$(2,204)$(984)$684
Gain or (loss) recognized in Other comprehensive income (loss):
Cross-currency swap(3,707)1,6717,86914,511
Interest rate swap4,187(231)4,740(774)
Amounts reclassified from Other comprehensive income (loss) into earnings:
Cross-currency swap4,660(3,552)(4,136)(18,535)
Interest rate swap426(27)509(229)
Balance in Accumulated other comprehensive income (loss) end of period$7,998$(4,343)$7,998$(4,343)

The estimated net amount of existing gain (loss) that is reported in “Accumulated other comprehensive income (loss)” as of September 30, 2026 that is expected to be reclassified into earnings within the next 12 months is immaterial. The maximum length of time over which the Company is hedging its exposure to the variability in future cash flow is from the transaction commencement date through June 2031.

The fair value of the Company’s long-term debt approximates its carrying amount, except for the following:

Fair Value · Fair Value · Carrying Amount (*)
Hierarchy LevelSeptember 30, 2026December 31, 2025September 30, 2026December 31, 2025
(Dollars in millions)
Limited and non-recourse loans: fixed rate3$747.7$743.4$776.2$739.2
Full recourse loans:
Fixed-rate3668.2804.8680.9808.7
Variable-rate3383.8427.6378.9418.8
Financing liability: fixed-rate3196.0223.0206.6216.4
2027 Convertible Note2213.4643.7190.6476.4
2031 Convertible Note2948.9—1,000.0—

(*) The carrying amount of the debt excludes the related deferred financing costs.

The fair value of the long-term debt is determined by a valuation model, which is based on a conventional discounted cash flow methodology, and utilizes assumptions of current borrowing rates, except for the fair value of the convertible notes for which the fair value was estimated based on a quoted bid price of the notes in an over-the-counter market on the last trading day of the reporting period. A hypothetical change in the quoted bid price will result in a corresponding change in the estimated fair value of these notes. The carrying value of the deposits of $10.7 million and $11.4 million, as of September 30, 2026 and December 31, 2025, respectively, the short term revolving credit lines with banks and the commercial paper, approximate their fair value. Future changes to the interest rate may have a direct impact on the fair value of the Company's long-term debt.

NOTE 5 —STOCK-BASED COMPENSATION

In March 2026, the Company granted certain members of its management and employees an aggregate of 175,844 restricted stock units (“RSUs”) and 38,294 performance stock units (“PSUs”) under the Company’s 2018 Incentive Compensation Plan. The RSUs and PSUs have vesting periods of between 1 to 3 years from the grant date.

The fair value of each RSU and PSU on the grant date was $102.7 and $98.6, respectively. The Company calculated the fair value of each RSU and PSU on the grant date using the complex lattice, tree-based option-pricing model, and the Monte Carlo simulation, based on the following assumptions:

Risk-free interest rates3.36%—3.48%
Expected life (in years)1—3
Dividend yield0.46%
Expected volatility (weighted average)27.0%—28.0%

In March 2025, the Company granted certain members of its management and employees an aggregate of 210,961 RSUs and 45,190 PSUs under the Company’s 2018 Incentive Compensation Plan. The RSUs and PSUs have vesting periods of between 1 to 3 years from the grant date.

The fair value of each RSU and PSU on the grant date was $68.9 and $70.9, respectively. The Company calculated the fair value of each RSU and PSU on the grant date using the complex lattice, tree-based option-pricing model, and the Monte Carlo simulation, based on the following assumptions:

Risk-free interest rates3.95%—4.08%
Expected life (in years)1—3
Dividend yield0.69%
Expected volatility (weighted average)27.0%—31.0%

There were no other significant grants that were made by the Company during the nine months ended September 30, 2026.

NOTE 6 —INTEREST EXPENSE, NET

The components of interest expense are as follows:

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(Dollars in thousands)
Interest related to sale of tax benefits$9,514$5,330$27,291$12,828
Interest expense39,59339,593118,538111,310
Less — amount capitalized(4,916)(9,246)(12,707)(17,306)
Total interest expense, net$44,191$35,677$133,122$106,832

NOTE 7 —EARNINGS PER SHARE

Basic earnings per share attributable to the Company’s stockholders is computed by dividing net income or loss attributable to the Company’s stockholders by the weighted average number of shares of common stock outstanding for the period. The Company does not have any equity instruments that are dilutive, except for employee stock-based awards and the 2027 Convertible Notes.

The table below shows the reconciliation of the number of shares used in the computation of basic and diluted earnings per share (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Weighted average number of shares used in computation of basic earnings per share61,50160,74961,31260,666
Additional shares from the assumed exercise of employee stock awards398503474466
Additional shares related to the effect of dilutive convertible senior notes266—642—
Weighted average number of shares used in computation of diluted earnings per share62,16561,25262,42861,132

The number of stock-based awards that could potentially dilute future earnings per share and that were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive was 19.1 thousand, and 0.5 thousand for the three months ended September 30, 2026 and 2025, respectively, and 6.4 thousand and 7.9 thousand for nine months ended September 30, 2026 and 2025.

As per ASU 2020-06, the if-converted method is required for calculating any potential dilutive effect from convertible instruments. For the three and nine months ended September 30, 2026, the average price of the Company's common stock exceeded the per share conversion price of the 2027 Convertible Notes of $90.27, and as such, their dilutive effect is included in the number of shares used for computation of diluted earnings per share for the aforementioned periods. The average price of the Company's common stock did not exceed the per share conversion price of the 2031 Convertible Notes of $140.40, and other requirements for these notes to be convertible were not met for the aforementioned periods. As such, there was no dilutive effect from the 2031 Convertible Notes in those periods.

NOTE 8 —BUSINESS SEGMENTS

The Company hasthree reporting segments: the Electricity segment, the Product segment and the Energy Storage segment. These segments are managed and reported separately as each offers different products and serves different markets.

Under the Electricity segment, the Company builds, owns and operates geothermal, solar PV and recovered energy-based power plants ("REG") in the United States and geothermal power plants in foreign countries, and sells the electricity generated by those power plants.

Under the Product segment, the Company designs, manufactures and sells equipment for geothermal and recovered energy-based electricity generation and provides services relating to the engineering, procurement and construction ("EPC") of geothermal and recovered energy-based power plants.

Under the Energy Storage segment, the Company owns and operates grid connected In-Front-of-the-Meter battery energy storage systems ("BESS") and energy storage plus solar PV facilities, which provide capacity, energy and/or ancillary services directly to the electric grid .

The accounting policies of the segments are the same as those described under Note 1 to the consolidated financial statements in the 2025 Annual Report. Transfer prices between the segments were determined on current market values or cost plus markup of the seller’s segment. The Company’s Chief Operating Decision Maker (“CODM”) is comprised of its CEO and CFO. To evaluate segment performance and allocate the Company’s resources, the CODM uses segment measures of gross profit and operating income. The CODM reviews budget-to-actual variances of both profit measures on a monthly basis when making decisions about allocation of the Company’s resources to the segments.

Summarized financial information concerning the Company’s reportable segments is shown in the following tables, including the Company's disaggregated revenues from contracts with customers as required by ASC 606, Revenue from Contracts with Customers (“ASC 606”). Total consolidated revenues, gross profit (loss) and operating income (loss) of the Company’s business segments exclude intersegment revenues, gross profit (loss) and operating income (loss) as these activities are eliminated in consolidation and are not included in the CODM’s evaluation of performance of each segment.

ElectricityProductEnergy StorageConsolidated
(Dollars in thousands)
Three Months Ended September 30, 2026:
Revenues from external customers:
United States (1)$111,144$5,617$49,941$166,702
Foreign (2)52,52055,899—108,419
Net revenue from external customers163,66461,51649,941275,121
Less:
Depreciation and amortization expenses (3)62,7752,38510,49075,650
Other cost of revenues expenses (4)64,63649,0058,453122,094
Segment gross profit36,25310,12630,99877,377
Less:
Segment operating expenses (income) (5)17,9637,4826,68332,127
Segment operating income$18,290$2,644$24,315$45,250
Total depreciation and amortization expense (6)$66,743$3,002$12,752$82,497
Segment assets at period end (7) (*)5,811,134256,717699,5156,767,366
Expenditures for long-lived assets160,8771,58510,201172,663
* Including unconsolidated investments189,239—9,146198,385
Three Months Ended September 30, 2025:
Revenues from external customers:
United States (1)$118,391$3,021$20,370$141,782
Foreign (2)48,71959,226—107,945
Net revenue from external customers167,11062,24720,370249,727
Less:
Depreciation and amortization expenses (3)60,1402,6617,46770,269
Other cost of revenues expenses (4)64,44846,1054,869115,421
Segment gross profit42,52213,4818,03464,037
Less:
Segment operating expenses (income) (5)17,3406,492(227)23,605
Segment operating income$25,182$6,989$8,261$40,432
Total depreciation and amortization expense (6)$64,506$3,006$7,469$74,981
Segment assets at period end (7) (*)5,262,660245,858584,3406,092,858
Expenditures for long-lived assets110,7934,08932,385147,267
* Including unconsolidated investments160,369——160,369
Nine Months Ended September 30, 2026:
Revenues from external customers:
United States (1)$361,704$10,392$137,638$509,734
Foreign (2)152,816275,246—428,062
Net revenue from external customers514,520285,638137,638937,796
Less:
Depreciation and amortization expense (3)183,3806,80030,493220,673
Other cost of revenues expenses (4)198,896226,21625,567450,679
Segment gross profit (loss)132,24452,62281,578266,444
Less:
Segment operating expenses (income) (5)48,68825,86432,189106,741
Segment operating income83,55626,75849,389159,703
Total depreciation and amortization expenses (6)199,4248,52430,493238,441
Segment assets at period end (7) (*)5,811,134256,717699,5156,767,366
Expenditures for long-lived assets327,3777,25889,831424,466
* Including unconsolidated investments189,239—9,146198,385
Nine Months Ended September 30, 2025:
Revenues from external customers:
United States (1)$364,021$9,783$52,616$426,420
Foreign (2)143,242143,845—287,087
Net revenue from external customers507,263153,62852,616713,507
Less
Depreciation and amortization expense (3)175,1177,86421,390204,371
Other cost of revenues expenses (4)190,540108,70416,033315,277
Segment gross profit (loss)141,60637,06015,193193,859
Less:
Segment operating expenses (income) (5)53,61016,235(2,649)67,196
Segment operating income (loss)87,99620,82517,842126,663
Total depreciation and amortization expenses (6)184,4278,85521,506214,789
Segment assets at period end (7) (*)5,262,660245,858584,3406,092,858
Expenditures for long-lived assets316,5487,098151,047474,693
* Including unconsolidated investments160,369——160,369

(1)Electricity segment revenues in the United States are all accounted for under lease accounting except for $43.5 million and $140.5 million in the three and nine months ended September 30, 2026, respectively, and $32.3 million and $103.9 million in the three and nine months ended September 30, 2025 that are accounted for under ASC 606. Product and Energy Storage segment revenues in the United States are accounted for under ASC 606, except for Energy Storage revenues of $14.3 million and $32.0 million for the three and nine months ended September 30, 2026, respectively, and $8.3 million and $14.4 million for the three and nine months ended September 30, 2025, respectively, that are accounted for under lease accounting.

(2)Electricity segment revenues in foreign countries are all accounted for under lease accounting except for $2.2 million and $2.7 million in the three and nine months ended September 30, 2026 that are accounted for under ASC 606. Product segment revenues in foreign countries are all accounted for under ASC 606.

(3)Depreciation and amortization expense amounts align with the segment-level information that is regularly provided to the CODM, and do not include intersegment transactions. Depreciation and amortization expenses included in the segment measure of gross profit are related to the specific tangible and intangible assets associated with each of the reportable segments.

(4)Other cost of revenues expenses for each reportable segment include:

Electricity: primarily cost of manpower, utilities, repair and maintenance, royalties, and property taxes.

Products: primarily cost of raw materials and finished goods used in manufacturing, manpower, transportation, and third-party subcontractors.

Energy Storage: primarily cost of manpower, utilities, and insurance.

(5)Segment operating expenses include research and development expenses, selling and marketing expenses, and general and administrative expenses such as manpower, depreciation and amortization, legal and professional services. Such expenses do not include intersegment transactions. Segment operating expenses related to the Energy Storage segment are directly related to this segment. Segment operating expenses related to the Electricity and Product segments are allocated between thesetwo segments based on their weighted contribution to revenues, except for certain specific expenses or gains that are specifically allocated to one of these segments, as applicable, such as impairment of long-lived assets, write-off of unsuccessful exploration activities, and other operating income.

(6)Total depreciation and amortization expenses for each segment are related to the specific tangible and intangible assets associated with the respective reportable segment.

(7)Electricity segment assets include goodwill in the amount of $163.4 million, and $163.2 million as of September 30, 2026 and 2025, respectively. Energy Storage segment assets include goodwill in the amount of $4.6 million as of September 30, 2026 and 2025. No goodwill is included in the Product segment assets as of September 30, 2026 and 2025.

Reconciling information between reportable segments and the Company’s consolidated totals is shown in the following table:

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(Dollars in thousands)
Reconciliation of profit or loss (segment gross profit):
Total segment gross profit$77,377$64,037$266,444$193,859
Less operating expenses:
Research and development expenses1,4241,2844,0575,265
Selling and marketing expenses6,1464,89517,69113,437
General and administrative expenses23,27620,17471,71657,869
Other operating income(1,000)(3,125)(6,125)(10,519)
Impairment of long-lived assets150—8,578—
Write-off of unsuccessful exploration and storage activities2,13137710,8241,144
Operating income$45,250$40,432$159,703$126,663
Interest income5,8671,62614,3684,868
Interest expense, net(44,191)(35,677)(133,122)(106,832)
Derivatives and foreign currency transaction gains (losses)(199)(891)(1,462)6,237
Income attributable to sale of tax benefits15,67714,35648,85148,178
Other non-operating income (expense), net192124(19,952)422
Total consolidated income before income taxes and equity in income of investees$22,596$19,970$68,386$79,536
Reconciliation of profit or loss (segment operating income):
Total segment operating income$45,250$40,432$159,703$126,663
Interest income5,8671,62614,3684,868
Interest expenses, net(44,191)(35,677)(133,122)(106,832)
Derivatives and foreign currency transaction gains (losses)(199)(891)(1,462)6,237
Income attributable to sale of tax benefits15,67714,35648,85148,178
Other non-operating income (expense), net192124(19,952)422
Total consolidated income before income taxes and equity in income of investees$22,596$19,970$68,386$79,536

NOTE 9 —COMMITMENTS AND CONTINGENCIES

In February 2025, Engie Resources, LLC and certain of its affiliates filed an action against one of the Company’s wholly owned subsidiaries in the United States District Court for the Northern District of Texas, which was later re-filed in Texas Business Court. The complaint alleged that the subsidiary breached its contractual obligations, including certain indemnity obligations, under certain service agreements with or involving the plaintiffs, by failing to properly schedule responsive reserve service on behalf of the plaintiffs during the power crisis in Texas in February 2021. As previously disclosed, the matter was settled. The settlement amount, which was immaterial, was paid in April 2026, and the lawsuit was dismissed with prejudice. The matter is concluded.

Additionally, from time to time, the Company is named as a party to other various lawsuits, claims and other legal and regulatory proceedings that arise in the ordinary course of the Company's business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract, property damage, punitive damages, civil penalties or other losses, or injunctive or declaratory relief. With respect to such lawsuits, claims and proceedings, the Company accrues reserves when a loss is probable, and the amount of such loss can be reasonably estimated. It is the opinion of the Company’s management that the outcome of these proceedings, individually and collectively, is not expected to be material to the Company’s consolidated financial statements as a whole.

NOTE 10 —INCOME TAXES

The Company’s effective tax rate for the three months ended September 30, 2026 and 2025 was (30.0)% and (21.4)%, respectively and (46.7)% and (17.0)%, respectively, for the nine months ended September 30, 2026 and 2025. The effective rate differs from the federal statutory rate of 21% primarily due to the generation of investment tax credits.

The Organization for Economic Co-operation and Development (“OECD”) issued a framework to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as Pillar 2). Certain aspects of Pillar 2 became effective January 1, 2024, and other aspects became effective January 1, 2025. Effective January 1, 2025, the Company met the revenue threshold requirements and is now subject to Pillar 2. In January 2026, the OECD released a “side-by-side” package introducing new safe harbors and providing an exemption for U.S. based multi-national companies from parts of the global minimum corporate tax. The updated model rules will need to be incorporated into local tax legislation to be effective. The Company will continue to evaluate the impact of the proposed legislative changes as new guidance becomes available. The impact of Pillar 2 is not a material component of income tax expense in the nine months ended September 30, 2026.

NOTE 11 —SUBSEQUENT EVENTS

Cash Dividend

On November 4, 2026, the Board of Directors of the Company declared, approved and authorized payment of a quarterly dividend of $7.5 million ($0.12 per share) to all holders of the Company’s issued and outstanding shares of common stock on November 18, 2026, payable on December 2, 2026.

Northleaf Buyout

On October 26, 2026, Ormat Nevada Inc., a wholly owned subsidiary of the Company, entered into a definitive agreement with Northleaf Geothermal Holdings LLC (“Northleaf”) to acquire all of Northleaf’s ownership interests in the Puna Geothermal power plant (“PGV”), for an aggregate purchase price of $59.5 million. The consideration consists of an initial cash payment of $38.4 million, payable upon closing, plus interest at an annual rate of 5% from the agreement date through the payment date, and a deferred payment of $21.1 million, bearing no interest and payable within five business days following the achievement of a specified commercial operation milestone of the Puna repower power plant. The deferred payment obligation will automatically expire if the specified milestone is not achieved by September 30, 2030. The transaction is subject to customary closing conditions and is expected to close on or before January 7, 2027. Following transaction completion, the Company will own 100% of PGV and will continue to consolidate PGV in its consolidated financial statements.

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