波特兰通用电气美股招股说明书(2025-07-25版)

Participants in the Plan may:•Elect to reinvest cash dividends in additional shares of our common stock;•Buy shares of our common stock conveniently; •Sell shares of our common stock or transfer shares to other Plan participants.Participation in the Plan is strictly voluntary. Shareholders who do not wish to participate in the Plan willcontinue to receive cash dividends when, as and if declared. Participants in the Plan may terminate their reported sale price of our common stock on July24, 2025 was $39.73 per share.Investing in our common stock involves risks. See “Risk Factors” on page S-2of this prospectus supplement and under Item1A of our Annual Report on Form10-K for the year ended December31, 2024and in other filings we make with the Securities and Exchange Commission from time to time. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying The date of this prospectus supplement is July25, 2025.You should rely only on the information incorporated by reference or provided in this prospectus supplement or the accompanying prospectus. We have not authorized anyone to provide you with differentinformation. You should not assume that the information provided in this prospectus supplement, theaccompanying prospectus, the documents incorporated by reference or any other offering material is important information about us, our common stock and other information you should know before investing in ourcommon stock. Before purchasing any shares of common stock, you should carefully read both this prospectus mortgage bonds are outstanding, we may not pay or declare dividends (other than stock dividends) on commonstock or purchase or retire for a consideration (other than in exchange for other shares of our capital stock or the proceeds from the sale of other shares of our capital stock) any shares of capital stock of any class, if the aggregateamount distributed or expended after December31, 1944 would exceed the aggregate amount of our net income, asadjusted, available for dividends on our common stock accumulated after December31, 1944. As of December31,2024, approximately $402million of accumulated net income was available for payment of dividends under thisprovision. were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholderswhose preferential rights are superior to those receiving the distribution. Further, even if we are permitted under ourcontractual obligations and Oregon law to declare and pay cash dividends on the shares of common stock and anyseries of preferred stock we may issue, we may not have sufficient cash to declare and pay dividends in cash on the Provisions of Oregon law and anti-takeover provisions in our organizational documents might discourage, delayor prevent changes in control of our company and may result in an entrenchment of management and diminishthe value of our common stock.We are incorporated under the laws of the State of Oregon. The Oregon Business Combination Act imposessome restrictions on mergers and other business combinations between us and holders of 15% or more of ouroutstanding common stock. In addition, we are subject to the anti-takeover provisions of the Oregon Control Share Other statutory and regulatory factors may also limit another party’s ability to acquire us. Section757.511 ofthe Oregon Revised Statutes provides that no person, directly or indirectly, may acquire power to exercise anysubstantial influence over the policies and actions of a public utility without the prior approval of the OPUC if such •authorize our board of directors, without a vote or other action by our shareholders, to cause the issuance ofpreferred stock in one or more series and, with respect to each series, to fix the number of shares constituting that series and to establish the rights, preferences, privileges and restrictions of that series, which may include,among other things, dividend and liquidation rights and preferences, rights to convert such shares into commonstock, and the economic interests of holders of our common stock;•establish advance notice requirements and procedures for shareholders to submit nominations of candidates forelection to our board of directors and to propose other business to be brought before a shareholders meeting; •require that any action to be taken by our shareholders must be taken either (1) at a duly called annual or special meeting of shareholders or (2) by written consent of shareholders having not less than the minimumnumber of votes that would be necessary to take such action at a meeting at which all shareholders entitled tovote on the action were present and voted. Risks associated with participating in the PlanYou will not know the price of the shares you are purchasing under the Plan at the time you authorize theinvestment or e