IDACORP Inc美股招股说明书(2026-05-15版)

Up to $600,000,000 IDACORP, Inc. Common Stock We may issue, offer and sell up to an aggregate of $600,000,000 of our common stock, no par value (“common stock”) from time to time through BofASecurities, Inc. (“BofA Securities”), BTIG, LLC (“BTIG”), J.P. Morgan Securities LLC (“J.P. Morgan”), Mizuho Securities USA LLC (“Mizuho”),Morgan Stanley& Co. LLC (“Morgan Stanley”), MUFG Securities Americas Inc. (“MUFG”), and Wells Fargo Securities, LLC (“Wells FargoSecurities”), as our agents under an equity distribution agreement. We refer to BofA Securities, BTIG, J.P. Morgan, Mizuho, Morgan Stanley, MUFG,and Wells Fargo Securities collectively as the “sales agents.” The equity distribution agreement was entered into on May15, 2026 (the “equitydistribution agreement”). The equity distribution agreement provides that, in addition to the issuance and sale of shares of our common stock by usthrough the applicable sales agent, we also may enter into forward sale agreements under a separate master forward sale confirmation and relatedsupplemental confirmation between us and such sales agent or its affiliate (except with respect to BTIG, in which case the relevant forward seller isNomura Securities International, Inc. (acting through BTIG as its agent) for Nomura Global Financial Products, Inc. as forward purchaser) (in suchcapacity, each a “forward counterparty” and, collectively, the “forward counterparties”). In connection with each forward sale agreement, the relevantforward counterparty (or its affiliate) will, at our request, attempt to borrow from third parties and, through the relevant sales agent, sell a number ofshares of our common stock equal to the number of shares of our common stock that underlie the forward sale agreement to hedge the forward saleagreement. We entered into master forward sale confirmations with each of the forward counterparties on May15, 2026. In no event will the aggregate number of shares of our common stock sold through the sales agents, as our agents and as, or on behalf of, the forwardcounterparties, under the equity distribution agreement have an aggregate gross sales price in excess of $600,000,000. The offering of our common stockpursuant to the equity distribution agreement will terminate upon the earliest of (1)the sale, under the equity distribution agreement, of shares of ourcommon stock with an aggregate gross sales price equal to $600,000,000 and (2)the termination of the equity distribution agreement, pursuant to itsterms, by us, the sales agents, or the forward counterparties. We will not initially receive any proceeds from the sale of borrowed shares of our common stock by a forward counterparty or its related sales agent, asapplicable. We expect to receive proceeds from the sale of shares of our common stock upon future physical settlement of the relevant forward saleagreement with the relevant forward counterparty on dates specified by us on or prior to the maturity date of the relevant forward sale agreement. If weelect to cash settle or net share settle under a forward sale agreement, we may not (in the case of cash settlement) or will not (in the case of net sharesettlement) receive any proceeds, and we may owe cash (in the case of cash settlement) or shares of our common stock (in the case of net sharesettlement) to the relevant forward counterparty. The shares of our common stock to which this prospectus supplement relates may be offered and sold by any method permitted by law to be an “at themarket offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including by means of ordinary brokers’transactions on the New York Stock Exchange, the existing trading market for our shares of common stock, or otherwise at market prices prevailing atthe time of sale, or sales made to or through a market maker or through an electronic Table of Contents communications network. In addition, shares of our common stock may be offered and sold by such other methods, including privately negotiatedtransactions (including block trades), as we and any sales agent agree to in writing. The sales agents are not required to sell any specific number ordollar amount of shares of our common stock, but each of them and the forward counterparty, as applicable, will use its commercially reasonable effortsto sell shares designated by us in accordance with the equity distribution agreement. The sales agents will not engage in any transactions that stabilizeour common stock. There is no arrangement for funds to be received in an escrow, trust or similar arrangement. We will pay each sales agent a commission of up to 1.000% of the sales price of all shares of our common stock sold through it as our sales agent underthe equity distribution agreement. The commission we pay to any sales agent for sales by privately negotiated transactions (including block trades) orother methods may vary, as we and any sales agent agree to in writing. The remaining