8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 21, 2025

1221 W. Idaho Street

Boise, Idaho 83702-5627

(208) 388-2200

State or Other Jurisdiction of Incorporation: Idaho

Former name or former address, if changed since last report: None

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

IDACORP, Inc. ATM Program

On May 20, 2024, IDACORP, Inc. (“IDACORP”) filed a prospectus supplement under the registration statement on Form S-3 (File No.

333-264984-01)

originally filed by IDACORP and Idaho Power Company (“IPC”) on May 16, 2022 (the “Prior Registration Statement”) registering an at-the-market program which permitted IDACORP, from time to time, to offer and sell its common stock, no par value (“common stock”), having an aggregate gross sales price of up to $300,000,000 (the “ATM Program”). As of February 21, 2025, IDACORP has sold an aggregate of 801,914 shares of common stock through the ATM Program having an aggregate offering price of $92,353,363, leaving an available balance of $207,646,637 aggregate gross sales price of common stock (the “Remaining Securities”) that IDACORP may offer and sell under the ATM Program. The Prior Registration Statement will expire on May 16, 2025. On February 21, 2025, IDACORP and IPC filed a new registration statement on Form S-3 (File No. 333-285140) (the “New Registration Statement”) and IDACORP filed a new prospectus supplement to the New Registration Statement registering the Remaining Securities under the ATM Program (the “New Prospectus Supplement”).

A copy of the opinion of Perkins Coie LLP is filed as Exhibit 5.1 to this Current Report relating to the legality of the common stock offered pursuant to the ATM Program under the New Prospectus Supplement and is filed with reference to, and is hereby incorporated by reference into, the New Registration Statement.

This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy the securities described in this report, and there shall not be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The sale of securities is being made only by means of a prospectus and related prospectus supplement.

(d) Exhibits. The following exhibits are being furnished as part of this report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 21, 2025

EX-5.1

Exhibit 5.1

[Perkins Coie LLP Letterhead]

February 21, 2025

IDACORP, Inc.

1221 West Idaho Street

Boise, Idaho 83702-5627

Ladies and Gentlemen:

We have acted as counsel to IDACORP, Inc., an Idaho corporation (the “Company”), in connection with the issuance and sale, from time to time, of shares of common stock of the Company, without par value, having an aggregate gross sale price of up to $207,646,637 (the “Shares”), pursuant to (i) the Equity Distribution Agreement, dated May 20, 2024, among the Company, the Managers, the Forward Sellers and the Forward Purchasers named therein (the “Equity Distribution Agreement”); and (ii) each Master Confirmation for Forward Sale, dated May 20, 2024, between the Company and each of the Forward Purchasers separately (collectively, the “MasterForward Confirmations” and, together with the Equity Distribution Agreement, the “Transaction Documents”). The Shares will be issued pursuant to the Company’s registration statement on Form S-3 (Registration No. 333-285140), as filed with the Securities and Exchange Commission (the “Commission”) on February 21, 2025 (together with the documents incorporated by reference therein as of the date hereof, the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”) and the prospectus dated February 21, 2025 filed as part of the Registration Statement and the related prospectus supplement dated February 21, 2025 (collectively, the “Prospectus”).

In our capacity as counsel to the Company, we have examined such documents, records and instruments as we have deemed necessary for the purposes of this opinion. As to matters of fact material to the opinions expressed herein, we have relied on (a) information in public authority documents (and all opinions based on public authority documents are as of the date of such public authority documents and not as of the date of this opinion letter), and (b) information provided in certificates of officers of the Company. We have not independently verified the facts so relied on.

In such examination, we have assumed the following without investigation: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.

Based on and subject to the foregoing, we are of the opinion that the Shares, when issued, sold and delivered by the Company in the manner and for the consideration stated in the Transaction Documents and the Prospectus, will be validly issued, fully paid and nonassessable.

The foregoing opinions are subject to the following exclusions and qualifications:

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 8-K dated February 21, 2025, incorporated by reference into the Registration Statement, and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the related rules and regulations of the Commission thereunder.