阿维斯塔美股招股说明书(2025-05-07版)

time and from time to time in transactions at the market prices prevailing at the time of sale, pursuant to the applicable sales agency agreement. We willpay each of the sales agents a commission not to exceed 2% of the gross sales price per share of all shares sold through it as agent under the applicablesales agency agreement, except as otherwise provided in the sales agency agreement. None of the sales agents is required to sell any specific number or dollar amount of shares of our common stock but each has agreed to use its commercially reasonable efforts, as our sales agent and on the terms andsubject to the conditions of the applicable sales agency agreement, to sell the shares offered on terms agreed upon by such sales agent and us. The shares further information, including other possible methods of offering and sale. Our annual and quarterly reports filed with the Securities and Exchange Commission, which are incorporated by reference, contain informationregarding the amount of common stock issued and expected to be issued from time to time as described above. This prospectus supplement relates to amaximum of 1,095,347 shares.Our common stock is listed on the New York Stock Exchange under the symbol “AVA.” The reported last sale price of our common stock on May6, 2025, as reported in the consolidated reporting system, was $41.80 per share.See “Risk Factors” beginning on page S-3 for reference to certain factors you should consider before buying our common stock. BofASecuritiesJ.P.Morgan The date of this prospectus supplement is May7, 2025 The CompanyPlan of Distribution Description of Common StockWhere You Can Find More InformationLegal Matters In particular, you should carefully consider the risks and uncertainties discussed in “Risk Factors”,“Forward-LookingStatements” and “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form10-Kand quarterly reports on Form10-Qfiledwith the Securities and Exchange Commission (the “SEC”) and incorporated herein by reference. The market price of our common stock fluctuates continuously. Our common stock is listed on the New York Stock Exchange and is traded on that exchange and elsewhere. The market price fluctuates continuously. •any and all factors that affect the U.S. and global financial markets generally including, but not limited to, general U.S. and global •events or circumstances relating to us, particularly those related to the risk factors discussed in our periodic reports filed with the SEC;•periodic variations in our operating results, the perceived value of our assets or our business prospects, or the perceptions or expectationsof investors or securities analysts as to such variations;•periodic developments in, or changes in the prospects for, the electric and natural gas utility industries, or the perceptions or expectationsof investors or securities analysts as to such developments or changes; •our results of operation, cash flows and financial condition; •general economic and competitive conditions.Our credit facilities have financial covenants that limit the percentage of debt in relation to our overall capital structure. These could have the contained in our articles of incorporation prohibit the payment of dividends on our common stock unless all accumulated dividends on preferred stockhave been paid. There are currently no shares of preferred stock outstanding. We may agree to similar, or more stringent, financial covenants orprovisions in credit or other agreements in the future, and we may issue preferred stock in the future. substantial amounts of our common stock or any such other securities, or the perception that these sales may occur.The shares of our common stock are structurally junior to all our other securities. If we were to be reorganized, liquidated or dissolved in a bankruptcy, insolvency or similar proceeding, holders of debt securities and otherindebtedness, including trade payables, and holders of preferred stock would receive distributions of our available assets prior to holders of our common stock. It is possible that, after making such distributions, insufficient assets, or no assets at all, would remain available for distribution to holders of ourcommon stock.Furthermore, we are likely to incur additional indebtedness and may issue shares of preferred stock in the future. The market price of our common SAFE HARBOR FOR FORWARD-LOOKING STATEMENTSFrom time to time, we make forward-looking statements such as statements regarding projected or future financial performance, cash flows, of historical fact, including, without limitation, those that are identified by the use of words such as, but not limited to, “will”, “may”, “could”, “should”,“intends”, “plans”, “aspires”, “assumes”, “targets”, “seeks”, “anticipates”, “estimates”, “expects”, “forecasts”, “projects”, “predicts” and similar Forward-looking statements are subject to a variety of risks