波特兰通用电气美股招股说明书(2026-02-18版)

The underwriters (as defined below) are offering 9,467,455 shares of our common stock, no par value (the “common stock”), subject to their acceptance of theshares of common stock purchased by the underwriters from the forward sellers referred to below. We expect to enter into forward sale agreements with an affiliate ofWells Fargo Securities, LLC and an affiliate of BofA Securities, Inc., which affiliates we refer to in such capacity as the “forward purchasers,” with respect to9,467,455 shares of our common stock. In connection with these forward sale agreements, the forward purchasers or their respective affiliates, whom we refer to insuch capacity as the “forward sellers,” at our request, are borrowing from third parties and selling to the underwriters an aggregate of 9,467,455 shares of our commonstock. If the forward purchasers determine in good faith, after using commercially reasonable efforts, that the forward sellers are unable to borrow and deliver for saleto the underwriters on the anticipated closing date such number of shares of our common stock or that the forward sellers are unable to borrow, at a stock loan rate notgreater than a specified rate, and deliver for sale to the underwriters on the anticipated closing date such number of shares of our common stock, or if the forwardsellers elect not to borrow shares of our common stock and sell such shares to the underwriters because certain conditions in the underwriting agreement for thisoffering are not satisfied, then we will issue and sell to the underwriters a number of shares equal to the number of shares that the forward sellers do not borrow andsell to the underwriters, and under such circumstances the number of shares of our common stock underlying the relevant forward sale agreement will be decreased bythe number of shares of our common stock that we issue and sell to the underwriters. We will not initially receive any proceeds from the sale of our common stock sold by the forward sellers to the underwriters, except in certain circumstancesdescribed in this prospectus supplement. We expect to physically settle the forward sale agreements and receive proceeds, subject to certain adjustments, from the saleof those shares of common stock in one or more settlements on or prior to February 22, 2028, which is the scheduled final settlement date under the forward saleagreements. If we elect to cash settle all or a portion of the forward sale agreements, we may not receive any proceeds from such election, and we may owe cash to theforward purchasers. If we elect to net share settle all or a portion of the forward sale agreements, we will not receive any cash proceeds from such election, and wemay owe shares of our common stock to the forward purchasers. See “Underwriting (Conflicts of Interest) – Forward Sale Agreements.” Our common stock is listed on the New York Stock Exchange under the symbol “POR.” On February 13, 2026, the last reported sale price of our common stockon the New York Stock Exchange was $54.00 per share. Investing in the shares involves risks. See the “Risk Factors” section on page S-13of this prospectus supplement. Public Offering PriceUnderwriting Discount Proceeds to Portland General Electric Company(1) (1)We expect to receive net proceeds from the sale of our common stock of approximately $466 million upon physical settlement of the forward sale agreements(assuming no exercise by the underwriters of their option to purchase additional shares), which we expect will occur in one or more settlements on or prior toFebruary 22, 2028. For the purpose of calculating the net proceeds to us, we have assumed the forward sale agreements will be physically settled at the initialforward sale price of $49.2424 per share, which is equal to the public offering price per share less the underwriting discount shown above. The forward saleprice is subject to adjustment pursuant to the forward sale agreements, and the actual proceeds, if any, will be calculated as described in this prospectussupplement. If the overnight bank funding rate decreases substantially prior to the settlement of the forward sale agreements, we may receive less than theinitial forward sale price per share upon physical settlement of the forward sale agreements. Although we expect to settle the forward sale agreements entirelyby the physical delivery of shares of our common stock in exchange for cash proceeds, we may elect cash settlement or net share settlement for all or a portionof our obligations under the forward sale agreements, in which case we may receive no cash proceeds (and instead receive shares of our common stock) orsubstantially less cash proceeds than is reflected in the above table upon settlement, or we may be required to deliver cash or shares of our common stock tothe forward purchasers. See “Underwriting (Conflicts of Interest) – Forward Sale Agreements” for additional information.The underwriters have been granted the option, exercisable in w