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ORMAT TECHNOLOGIES INC

For the period ended Dec 31, 2024. Filed Feb 27, 2025.

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FY2024 · Filed Feb 27, 2025

ORA$91.90-1.2%Stored close · as of Nov 6, 2026

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Item 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO (principal executive officer) and CFO (principal financial officer), as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by SEC Rule 13a-15(e), we carried out an evaluation, under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of our disclosure controls and procedures as of December 31, 2024. Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2024 to provide the reasonable assurance described above.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including the CEO and the CFO, we carried out an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024 using the criteria established in “Internal Control-Integrated Framework” (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2024.

Our internal control over financial reporting as of December 31, 2024 has been audited by Kesselman & Kesselman, Certified Public Accountants (Isr.), an independent registered public accounting firm and a member of PricewaterhouseCoopers International Limited (“PwC”), as stated in their report which is included under “Item 8—Financial Statements.”

(a)Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Vice President—Electricity Segment Transition

On February 24, 2025, Shimon Hatzir notified the Company of his intent to retire as Executive Vice President—Electricity Segment of the Company, effective September 1, 2025. Starting such date until August 31, 2026 (the “Separation Date”), Mr. Hatzir will remain employed as a senior consultant to the Company’s management, where he will continue supporting various strategic, business development and operational efforts in the Electricity segment. The Company thanks Mr. Hatzir for his contributions as Executive Vice President—Electricity Segment, and looks forward to continuing to work with him in his new role.

As part of his transition, on February 25, 2025, Mr. Hatzir and the Company entered into a separation agreement (the “Separation Agreement”), which provides that his current employment agreement (as described in the Company’s 2024 proxy statement filed on March 27, 2024) will remain in effect until the Separation Date, and until then, he will be entitled to all payments and benefits under such agreement, except that any cash bonus payout under the Company’s 2025 Management Plan will be pro-rated through August 31, 2025 and he will not be eligible for equity grants after February 25, 2025. Additionally, Mr. Hatzir will be entitled to the severance payments required to be paid to him under Israeli law, as described in the Company’s 2024 proxy statement. This description of the Separation Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text thereof, a copy of which is filed with this Annual Report as Exhibit 10.41 and incorporated by reference herein.

(b)On December 2, 2024, Jessica Woelfel, the Company’s General Counsel, Chief Compliance Office and Corporate Secretary, entered into a written stock selling plan in accordance with Rule 10b5-1 under the Exchange Act, which provides for the sale of a maximum of 4,000 shares of common stock underlying SARs and will expire upon the earlier of August 8, 2025 or when all shares are sold.

Except as described above, during the fiscal quarter ended December 31, 2024, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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