Ormat Technologies, Inc 10-Q for FY2026 Q2
Ormat Technologies, Inc. (ORA)
10-Q
2026-08-06
For: 2026-06-30
View Original
Added on
August 06, 2026
About this 10-Q
Ormat Technologies, Inc filed this 10-Q on August 6, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $258.76M
- up 10.6% from $234.02M a year earlier
- Net income
- $27.09M
- down 3.4% from net income of $28.05M a year earlier
- Diluted EPS
- $0.43
- down 6.5% from $0.46 a year earlier
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form | ||
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2026
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to | |||||
Commission file number: 001-32347
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
(775 ) 356-9029
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed from last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | |||||||||||||
Smaller reporting company | 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes þ No
As of August 1, 2026, the number of outstanding shares of common stock, par value $0.001 per share, was 61,496,941 .
ORMAT TECHNOLOGIES, INC.
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2026
PART I — FINANCIAL INFORMATION | ||||||||
| ITEM 1. | FINANCIAL STATEMENTS | |||||||
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | |||||||
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | |||||||
| ITEM 4. | CONTROLS AND PROCEDURES | |||||||
PART II — OTHER INFORMATION | ||||||||
| ITEM 1. | LEGAL PROCEEDINGS | |||||||
| ITEM 1A. | RISK FACTORS | |||||||
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | |||||||
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | |||||||
| ITEM 4. | MINE SAFETY DISCLOSURES | |||||||
| ITEM 5. | OTHER INFORMATION | |||||||
| ITEM 6. | EXHIBITS | |||||||
SIGNATURES | ||||||||
ii
Certain Definitions
Unless the context otherwise requires, all references in this quarterly report to “Ormat”, “the Company”, “we”, “us”, “our company”, “Ormat Technologies” or “our” refer to Ormat Technologies, Inc. and its consolidated subsidiaries.
iii
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| June 30, 2026 | December 31, 2025 | ||||||||||
| (Dollars in thousands) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash and cash equivalents (primarily related to VIEs) | |||||||||||
| Receivables: | |||||||||||
Trade less allowance for credit losses of $ | |||||||||||
| Other | |||||||||||
| Inventories | |||||||||||
| Costs and estimated earnings in excess of billings on uncompleted contracts | |||||||||||
| Prepaid expenses and other | |||||||||||
| Total current assets | |||||||||||
| Investment in unconsolidated companies | |||||||||||
Deposits and other (primarily related to VIEs) | |||||||||||
| Deferred income taxes | |||||||||||
Property, plant and equipment, net ($ | |||||||||||
Construction-in-process ($ | |||||||||||
Operating leases right of use ($ | |||||||||||
Finance leases right of use ( | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued expenses | $ | $ | |||||||||
| Short term revolving credit lines with banks (full recourse) | |||||||||||
Commercial paper (less deferred financing costs of $ | |||||||||||
Convertible senior notes (less deferred financing costs of $ | |||||||||||
| Billings in excess of costs and estimated earnings on uncompleted contracts | |||||||||||
| Current portion of long-term debt: | |||||||||||
| Limited and non-recourse (primarily related to VIEs) | |||||||||||
| Full recourse | |||||||||||
Current portion of financing liability | |||||||||||
| Operating lease liabilities | |||||||||||
| Finance lease liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, net of current portion: | |||||||||||
Limited and non-recourse (primarily related to VIEs and less deferred financing costs of $ | |||||||||||
Full recourse (less deferred financing costs of $ | |||||||||||
Convertible senior notes (less deferred financing costs of $ | |||||||||||
| Financing liability | |||||||||||
| Operating lease liabilities | |||||||||||
| Finance lease liabilities | |||||||||||
| Liability associated with sale of tax benefits | |||||||||||
| Deferred income taxes | |||||||||||
| Liability for unrecognized tax benefits | |||||||||||
| Liabilities for severance pay | |||||||||||
| Asset retirement obligation | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (Note 9) | |||||||||||
| Redeemable noncontrolling interest | |||||||||||
| Equity: | |||||||||||
| The Company's stockholders' equity: | |||||||||||
Common stock, par value $ | |||||||||||
| Additional paid-in capital | |||||||||||
Treasury stock, at cost ( | ( | ( | |||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive income (loss) | ( | ||||||||||
| Total stockholders' equity attributable to Company's stockholders | |||||||||||
| Noncontrolling interest | |||||||||||
| Total equity | |||||||||||
| Total liabilities, redeemable noncontrolling interest and equity | $ | $ | |||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
4
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Dollars in thousands, except per share data) | (Dollars in thousands, except per share data) | ||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Electricity | $ | $ | $ | $ | |||||||||||||||||||
| Product | |||||||||||||||||||||||
| Energy storage | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Cost of revenues: | |||||||||||||||||||||||
| Electricity | |||||||||||||||||||||||
| Product | |||||||||||||||||||||||
| Energy storage | |||||||||||||||||||||||
| Total cost of revenues | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development expenses | |||||||||||||||||||||||
| Selling and marketing expenses | |||||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||
Other operating income | ( | ( | ( | ( | |||||||||||||||||||
Impairment of long-lived assets | |||||||||||||||||||||||
Write-off of unsuccessful exploration and storage activities | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Derivatives and foreign currency transaction gains (losses) | ( | ||||||||||||||||||||||
| Income attributable to sale of tax benefits | |||||||||||||||||||||||
| Other non-operating income (expense), net | ( | ||||||||||||||||||||||
Income from operations before income tax and equity in earnings (losses) of investees | |||||||||||||||||||||||
| Income tax (provision) benefit | |||||||||||||||||||||||
| Equity in earnings (losses) of investees | ( | ( | |||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Net income (loss) attributable to noncontrolling interest | ( | ( | |||||||||||||||||||||
| Net income attributable to the Company's stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Comprehensive income: | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Other comprehensive income (loss), net of related taxes: | |||||||||||||||||||||||
| Change in foreign currency translation adjustments | ( | ( | |||||||||||||||||||||
| Change in unrealized gains or losses in respect of the Company's share in derivatives instruments of an unconsolidated investment that qualifies as a cash flow hedge | ( | ( | |||||||||||||||||||||
| Change in unrealized gains or losses in respect of a cross-currency swap derivative instrument that qualifies as a cash flow hedge | ( | ||||||||||||||||||||||
| Change in unrealized gains or losses in respect of an interest rate swap derivative instrument that qualifies as a cash flow hedge | ( | ( | ( | ||||||||||||||||||||
| Other changes in comprehensive income | |||||||||||||||||||||||
| Total other comprehensive income (loss), net of related taxes: | |||||||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||
| Comprehensive income (loss) attributable to noncontrolling interest | ( | ( | |||||||||||||||||||||
| Comprehensive income attributable to the Company's stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per share attributable to the Company's stockholders: | |||||||||||||||||||||||
| Basic: | $ | $ | $ | $ | |||||||||||||||||||
| Diluted: | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average number of shares used in computation of earnings per share attributable to the Company's stockholders: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
5
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
| The Company's Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accumulated | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Additional | Other | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Paid-in | Treasury | Retained | Comprehensive | Noncontrolling | Total | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Capital | Stock | Earnings | Income (Loss) | Total | Interest | Equity | |||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands, except per share data) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise of stock-based awards by employees and directors (*) | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Cash paid to noncontrolling interest | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Cash dividend declared, $ | — | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of related taxes: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustments | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Change in unrealized gains or losses in respect of the Company's share in derivative instruments of an unconsolidated investment that qualifies as a cash flow hedge | — | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
Change in unrealized gains or losses in respect of a cross-currency swap derivative instrument that qualifies as a cash flow hedge | — | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
Change in unrealized gains or losses in respect of an interest rate swap derivative instrument that qualifies as a cash flow hedge | — | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Balance as of the beginning of the period | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise of stock-based awards by employees and directors (*) | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Cash dividend declared, $ | — | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Increase in noncontrolling interest related to tax monetization transaction | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of related taxes: | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Change in unrealized gains or losses in respect of the Company's share in derivative instruments of unconsolidated investment that qualifies as a cash flow hedge | — | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Change in unrealized gains or losses in respect of a cross-currency swap derivative instrument that qualifies as a cash flow hedge | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Change in unrealized gains or losses in respect of an interest rate swap derivative instrument that qualifies as a cash flow hedge | — | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock-based awards by employees and directors (*) | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Gain from induced conversion | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issuance for convertible note repayment | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | ( | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Cash paid to noncontrolling interest | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Cash dividend declared, $ | — | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
Increase in noncontrolling interest related to tax monetization transactions | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of related taxes: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustments | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Change in unrealized gains or losses in respect of the Company's share in derivative instruments of an unconsolidated investment that qualifies as a cash flow hedge | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Change in unrealized gains or losses in respect of a cross-currency swap derivative instrument that qualifies as a cash flow hedge | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Change in unrealized gains or losses in respect of an interest rate swap derivative instrument that qualifies as a cash flow hedge | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | ( | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Balance as of the beginning of the period | $ | $ | $ | ( | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise of stock-based awards by employees and directors (*) | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Cash dividend declared, $ | — | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Increase (decrease) in noncontrolling interest related to tax monetization transaction | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of related taxes: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Change in unrealized gains or losses in respect of the Company's share in derivative instruments of unconsolidated investment that qualifies as a cash flow hedge | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Change in unrealized gains or losses in respect of a cross-currency swap derivative instrument that qualifies as a cash flow hedge | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Change in unrealized gains or losses in respect of an interest rate swap derivative instrument that qualifies as a cash flow hedge | — | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | ( | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
(*) Resulted in an amount lower than $1,000.
The accompanying notes are an integral part of the condensed consolidated financial statements.
6
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (Dollars in thousands) | |||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Accretion of asset retirement obligation | |||||||||||
| Stock-based compensation | |||||||||||
| Income attributable to sale of tax benefits, net of interest expense | ( | ( | |||||||||
| Equity in losses (earnings) of investees | ( | ||||||||||
| Mark-to-market of derivative instruments | ( | ( | |||||||||
| Disposal of property, plant and equipment | ( | ||||||||||
| Write-off of unsuccessful exploration and storage activities | |||||||||||
Write-off of long-lived assets | |||||||||||
| Gain on severance pay fund asset | ( | ( | |||||||||
Changes in fair value of equity investments without a readily determinable fair value | ( | ||||||||||
Bargain purchase gain | ( | ||||||||||
Induced conversion expense | |||||||||||
| Loss (gain) on foreign currency exchange rates | ( | ||||||||||
| Deferred income tax provision | ( | ( | |||||||||
| Liability for unrecognized tax benefits | ( | ||||||||||
Gain from sale of a power plant | ( | ||||||||||
| Changes in operating assets and liabilities, net of businesses acquired: | |||||||||||
| Receivables | ( | ||||||||||
| Costs and estimated earnings in excess of billings on uncompleted contracts | ( | ||||||||||
Long-term costs and estimated earnings in excess of billings on uncompleted contracts | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Prepaid expenses and other | |||||||||||
| Change in operating lease right of use asset | |||||||||||
| Deposits and other | ( | ||||||||||
| Accounts payable and accrued expenses | ( | ( | |||||||||
| Billings in excess of costs and estimated earnings on uncompleted contracts | ( | ||||||||||
| Liabilities for severance pay | |||||||||||
| Change in operating lease liabilities | ( | ( | |||||||||
| Other long-term liabilities | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
Cash received from sale of a power plant | |||||||||||
| Investment in unconsolidated companies | ( | ( | |||||||||
| Cash paid for business acquisition, net of cash acquired | ( | ( | |||||||||
Decrease (increase) in severance pay fund asset, net of payments to retired employees | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from long-term loans, net of transaction costs | |||||||||||
| Proceeds from issuance of convertible notes, net of transaction costs | |||||||||||
| Purchase of treasury stock | ( | ||||||||||
Proceeds related to tax monetization transactions | |||||||||||
Prepayments of convertible notes | ( | ||||||||||
| Proceeds from revolving credit lines with banks | |||||||||||
| Repayment of revolving credit lines with banks | ( | ( | |||||||||
| Cash received from noncontrolling interest | |||||||||||
| Repayments of long-term debt | ( | ( | |||||||||
| Cash paid to noncontrolling interest | ( | ( | |||||||||
| Payments under finance lease obligations | ( | ( | |||||||||
Debt issuance costs | ( | ( | |||||||||
| Cash dividends paid | ( | ( | |||||||||
| Net cash provided by financing activities | |||||||||||
| Effect of exchange rate changes | ( | ||||||||||
| Net change in cash and cash equivalents and restricted cash and cash equivalents | |||||||||||
| Cash and cash equivalents and restricted cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents and restricted cash and cash equivalents at end of period | $ | $ | |||||||||
| Supplemental non-cash investing and financing activities: | |||||||||||
| Change in accounts payable related to purchases of property, plant and equipment | $ | ( | $ | ( | |||||||
| Right of use assets obtained in exchange for new lease liabilities | $ | $ | |||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
7
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 — GENERAL AND BASIS OF PRESENTATION
These unaudited condensed consolidated interim financial statements of Ormat Technologies, Inc. and its subsidiaries (collectively, the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Accordingly, they do not contain all information and notes required by U.S. GAAP for annual financial statements. In the opinion of management, these unaudited condensed consolidated interim financial statements reflect all adjustments, which include normal recurring adjustments, necessary for a fair statement of the Company’s condensed consolidated balance sheet as of June 30, 2026, the condensed consolidated statements of operations and comprehensive income, the condensed consolidated statements of cash flows and the condensed consolidated statements of equity for the periods presented.
The financial data and other information disclosed in the notes to the condensed consolidated financial statements related to these periods are unaudited. The results for the periods presented are not necessarily indicative of the results to be expected for the year.
These condensed unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”). The condensed consolidated balance sheet data as of December 31, 2025 was derived from the Company’s audited consolidated financial statements for the year ended December 31, 2025 but does not include all disclosures required by U.S. GAAP.
Dollar amounts, except per share data, in the notes to these financial statements are rounded to the closest $1,000.
Ormat Geothermal Senior Secured Notes
On June 11, 2026, Ormat Geothermal LLC (the “Issuer”), a wholly-owned indirect subsidiary of the Company, entered into a note purchase agreement with various investors managed by Prudential Global Investment Management, pursuant to which the Issuer issued $75.0 million principal amount of senior secured fixed rate notes (the “Ormat Geothermal Senior Secured Notes”).
The note purchase agreement also includes a $7.4 million tranche of floating rate notes to be issued in the event of a shortfall in debt service with respect to Ormat Geothermal Senior Secured Notes. The Issuer shall pay a commitment fee on the revolving note tranche at a rate of 0.5 % per annum. Ormat Geothermal Senior Secured Notes are secured by the equity interests in the Issuer, and by the Issuer’s 100 % ownership interests in the Cove Fort, Salt Wells and Stillwater geothermal power plant as well as and the Stillwater Solar power plant. Ormat Geothermal Senior Secured Notes will be repaid in 20 semi-annual payments, commencing on November 30, 2026. Ormat Geothermal Senior Secured Notes bear interest at a fixed rate of 6.14 % per annum and have a final maturity date of May 31, 2036. The Company has provided a limited guarantee with respect to certain obligations of the Issuer as a parent company of Ormat Geothermal LLC .
There are various restrictive covenants under Ormat Geothermal Senior Secured Notes, including limitations on additional indebtedness of the Issuer and its subsidiaries. Failure to comply with these and other covenants will, subject to customary cure rights, constitute an event of default by the Issuer. In addition, there are restrictions on the ability of the Issuer to make distributions to its shareholders. Among other things, the distribution restrictions include both a historical and projected minimum debt service coverage ratio requirement.
Equity Investment in Unconsolidated Company
In April 2023, the Company invested $2.0 million in a privately-held company (the “Series A Investee”) that develops certain technology enhancing the efficiency and economics of heat-to-electricity and electricity-to-heat conversion. The original investment was made under a Simple Agreement for Future Equity (“SAFE”), which was converted into less than 20 % ownership in the Series A Investee upon the closing of the Series A Preferred Share Purchase Agreement during the second quarter of 2026. The Company has no control over the Series A Investee as it has no control over the board of directors that makes all significant decisions relating to the operating and financing activities of the Series A Investee. As the Series A Preferred Shares owned by the Company had no readily determinable fair value, the Company accounted for its investment in Series A Investee under the measurement alternative. Under the measurement alternative, the carrying value is measured at cost, less impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Equity investments without readily determinable fair values are considered impaired when there is an indication that the fair value of the Company’s interest is less than the carrying amount. Changes in value and impairments of equity investments without readily determinable fair values are recognized in “Other non-operating income (expense), net”. Additionally, on a quarterly basis, management is required to
8
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
make a qualitative assessment of whether the investment is impaired. During the second quarter of 2026, the Company recognized an unrealized gain of $3.6 million based on the observable price change of its series A preferred shares. As of June 30, 2026, the carrying value of the Company’s investment in the Series A Investee was $5.6 million.
Wapsalit Credit Facility
On May 15, 2026, PT Wapsalit Geothermal Power (“WGP”), a wholly-owned indirect subsidiary of the Company that owns a geothermal license for the Wapsalit geothermal working area in Indonesia, entered into credit facility agreements (the “Wapsalit Credit Facility Agreements”) with PT Sarana Multi Infrastruktur LLC (“SMI”), Indonesia’s state-owned infrastructure bank, pursuant to which WGP will borrow an aggregate principal amount up to the lower of $40.0 million or 75 % of drilling costs, in connection with its geothermal exploration project in Wapsalit, Indonesia. The full-recourse Credit Facility Agreements are governed by the World Bank’s Geothermal Resource Risk Mitigation Program (“GREM”) in Indonesia, under which SMI will make available Tranche Facility A and Tranche Facility B in the aggregate amount of $20 2.5 %, payable semi-annually on the 25th of June and December of each year, and Tranche Facility B will bear no interest. Borrowing under Tranche Facility A and Tranche Facility B mature on July 31, 2029 and as of June 30, 2026, no funds have been withdrawn under either facility. Pursuant to the GREM framework, WGP should receive a waiver or forgiveness of its obligation to repay borrowing under the Tranche Facility B, upon the occurrence of exploration failure as determined under procedures detailed in the Wapsalit Credit Facility Agreements and in accordance with the GREM procedures. The Wapsalit Credit Facility Agreements include typical negative and affirmative covenants for similar types of financing.
Convertible Notes Indentures
On March 20, 2026, the Company completed its offering of $1.0 billion aggregate principal amount of convertible senior notes, consisting of (i) $825.0 million aggregate principal amount of 1.50 % Series A Convertible Senior Notes due 2031 (the “Series A Notes”) and (ii) $175 million aggregate principal amount of 0.00 % Series B Convertible Senior Notes due 2031 (the “Series B Notes” and, together with the Series A Notes, the “2031 Convertible Notes”). Each series of 2031 Convertible Notes will mature on March 15, 2031, unless earlier converted, redeemed or repurchased in accordance with its terms prior to such date. For the Series A Notes, interest is accrued at a rate of 1.50 % per year and is payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2026. The Series B Notes do not bear regular interest. The Company will pay special interest, if any, on the Series B Notes as set forth in the indenture governing such notes.
The 2031 Convertible Notes of each series are convertible into cash up to the aggregate principal amount of the notes to be converted and cash, shares of the Company’s common stock or a combination of cash and shares, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the 2031 Convertible Notes being converted. The initial conversion rate for the 2031 Convertible Notes of each series will be 7.1225 shares of the Company’s common stock for each $1,000 principal amount of 2031 Convertible Notes, equivalent to an initial conversion price of approximately $140.40 per share of common stock. The conversion rate and related conversion price of the 2031 Convertible Notes of each series may be adjusted under certain circumstances, including in connection with conversions made following a fundamental change or a redemption notice and under other circumstances, in each case as set forth in the applicable indenture.
Prior to November 15, 2030, the 2031 Convertible Notes will be convertible only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2026 (and only during such calendar quarter), if the last reported sale price of the Common Stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 150 % prior to March 15, 2030, and 130 % on or after March 15, 2030, in each case, of the conversion price of such series of 2031 Convertible Notes on each applicable trading day; (2) during the five consecutive business day period immediately after any five consecutive trading day period (the “measurement period”) in which the “trading price” per $1,000 principal amount of the 2031 Convertible Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate the 2031 Convertible Notes on each such trading day; (3) if the Company calls any or all of such series of Notes for redemption, at any time prior to the close of business on the second scheduled trading day prior to the redemption date; or (4) upon the occurrence of specified corporate events. On or after November 15, 2030 until the close of business on the second scheduled trading day immediately preceding the maturity date, the Notes can be converted at any time irrespective of the foregoing conditions.
The Company may not redeem either series of 2031 Convertible Notes prior to March 20, 2029. The Company may redeem for cash all or any portion of either or both series of 2031 Convertible Notes, at the Company’s option, on or after March 20, 2029 and on or before the 61st scheduled trading day immediately preceding the maturity date, if the last reported sale price of the Company’s common stock has been at least 130 % of the conversion price for the relevant series of 2031
9
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Convertible Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 % of the principal amount of the 2031 Convertible Notes to be redeemed, plus any accrued and unpaid interest or special interest, if any.
Holders of the Series B Notes may require the Company to repurchase for cash all or part of their Series B Notes in principal amounts of $1,000 or a multiple thereof on March 15, 2027 (the “Optional Repurchase Date”) at an optional repurchase price equal to 100 % of the principal amount of the Series B Notes to be repurchased, plus any accrued and unpaid special interest to, but excluding, the optional repurchase date.
If a fundamental change (as defined in the applicable indenture) occurs, holders of each series of 2031 Convertible Notes may require the Company to repurchase for cash all or any portion of their 2031 Convertible Notes at a repurchase price equal to 100 % of the principal amount of the 2031 Convertible Notes to be repurchased, plus (1) in the case of the Series A Notes, accrued and unpaid interest or special interest, or (2) in the case of the Series B Notes, any accrued and unpaid special interest, in each case to, but excluding, the relevant fundamental change repurchase date.
The 2031 Convertible Notes are the Company’s senior unsecured obligations and rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the notes; equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated, including the Company’s 2.50 % Convertible Senior Notes due 2027 (the “2027 Convertible Notes”); effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities of the Company’s subsidiaries.
The Company incurred $23.9 million of debt discount and issuance costs in respect of the issuance of the 2031 Convertible Notes, which were deferred and are presented as a reduction to the notes’ principal amounts on the condensed consolidated balance sheet. The deferred issuance costs are amortized over the term of the 2031 Convertible Notes into interest expenses, net in the condensed consolidated statements of operations and comprehensive income. During the three and six months ended June 30, 2026, $1.0 million and $1.4 million, respectively, were recorded as amortized debt discount and issuance costs under interest expenses, net. The effective interest rate on the 2031 Convertible Notes, including the impact of the deferred debt discount and issuance costs, is 1.7 %.
As of June 30, 2026, none of the conditions permitting the holders of the Series A Notes to convert their notes early have been met. Therefore, the Series A Notes are classified as long-term obligations. As of June 30, 2026, because the one-time repurchase option of the Series B Notes falls within the next 12 months, the Series B Notes are classified as short-term obligations.
The Company used $287.9 million of the net proceeds from the sale of the 2031 Convertible Notes and $25.0 million cash on hand, as well as issued 0.6 million shares of its common stock with a total value of $64.8 million to repurchase $285.9 million aggregate principal amount of the 2027 Convertible Notes through privately negotiated transactions entered into concurrently with the pricing of the offering. The repurchase was accounted for as an induced conversion and resulted in a $34.4 million of induced conversion expense recorded under “Other non-operating income (expense), net” in the condensed consolidated statements of operations and comprehensive income for the six months ended June 30, 2026, and a $6.7 million charge to “Additional paid-in capital” inclusive of a reduction of unamortized debt issuance costs of $2.0 million. The induced conversion expense represents the fair value of the shares and cash consideration paid to induce conversion of the 2027 Convertible Notes in excess of the fair value of the consideration that would be transferred pursuant to the existing conversion terms.
In connection with the 2027 Convertible Notes, the price of the Company's common stock for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the second quarter of 2026, was greater than or equal to 130 % of the conversion price on each applicable trading day, allowing holders of the 2027 Convertible Notes to convert all or any portion of their 2027 Convertible Notes at their option prior to the original maturity date of these notes of July 15, 2027. The 2027 Convertible Notes are classified as short-term obligations.
The following is a summary of the Company’s convertible notes as of June 30, 2026 and December 31, 2025.
10
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
(Dollars in millions) | |||||||||||||||||||||||
| Principal Amount | Deferred Financing Costs | Net Carrying Amount | Principal Amount | Deferred Financing Costs | Net Carrying Amount | ||||||||||||||||||
2027 Convertible Notes | $ | $ | $ | $ | $ | $ | |||||||||||||||||
2031 Convertible Notes | |||||||||||||||||||||||
less current portion | ( | ( | ( | ||||||||||||||||||||
Noncurrent portion | $ | $ | $ | $ | $ | $ | |||||||||||||||||
Purchase of Treasury Stock
In connection with the issuance of the 2031 Convertible Notes as described above, the Company used approximately $24.4 million of the net proceeds from the issuance of the 2031 Convertible Notes to repurchase 224,593 shares of its common stock in privately negotiated transactions at a price of $108.00 per share. The Company recorded this purchase as treasury stock on the condensed consolidated statement of equity in the first quarter of 2026.
Business Combination - Solar and Storage Facility Purchase Transaction
On January 29, 2026, the Company closed a purchase transaction with Innergex Renewables USA LLC to acquire a solar and storage facility on the Big Island of Hawaii (“Hoku”), for a total cash consideration of $79.3 million (including customary post-closing working capital adjustments) for 100 % of the equity interests in the entity holding this asset. The acquired assets include a 30 MW solar PV facility paired with a 30 MW/120 MWh battery energy storage system, which achieved commercial operation in March 2025. All output from the facility is sold under a 25-year fixed price power purchase agreement with HECO.
As a result of the acquisition, the Company expanded its overall storage and solar generation capacity and expects to improve the profitability of the purchased assets through cost reduction and synergies. The Company accounted for the transaction under ASC 805, Business Combinations and following the transaction, the Company consolidates the storage and solar PV facilities in accordance with ASC 810, Consolidation in its consolidated financial statements starting from the transaction close date.
During the three and six months ended June 30, 2026, the Company incurred $0.7 million and $1.4 million, respectively, of acquisition-related costs. Such costs are included under “General and administrative expenses” in the condensed consolidated statements of operations and comprehensive income for the respective period.
During the three and six months ended June 30, 2026, the acquired assets contributed $2.9 million and $4.9 million, respectively, to the Company’s Energy Storage revenues, and $2.1 million and $3.4 million, respectively, to the Company's earnings, not including the bargain purchase gain, which were included in the Company's condensed consolidated statements of operations and comprehensive income for the respective period. Pro forma information is not provided as the Company deemed this information to be immaterial.
11
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
The following table summarizes the preliminary purchase price allocation to the fair value of the assets acquired and liabilities assumed (in millions):
Cash and cash equivalents | $ | ||||
Trade receivables and others (1) | |||||
Inventory | |||||
| Deferred income taxes | |||||
Property, plant and equipment and construction-in-process (2) | |||||
Operating lease right-of-use | |||||
Other long-term assets | |||||
| Total assets acquired | $ | ||||
| Accounts payable, accrued expenses and others | $ | ||||
Long-term operating lease liabilities | |||||
| Asset retirement obligation | |||||
| Total liabilities assumed | $ | ||||
| Total assets acquired, and liabilities assumed, net | $ | ||||
Total cash consideration paid | $ | ||||
Bargain purchase gain (3) | $ | ||||
(1) The gross amount of trade receivables was collected subsequent to the acquisition date.
(2) The fair value of Property, plant and equipment was estimated by applying the income approach and utilizing the discounted cash flow method. This methodology assesses the value of tangible assets by computing the anticipated cash flows expected to be generated by the respective assets.
(3) The bargain purchase gain represents the excess of the fair value of the underlying net assets acquired and liabilities assumed over the purchase consideration and is included in “Other non-operating income (expense), net” in the condensed consolidated statement of operations and comprehensive income. The bargain purchase gain is non-taxable and primarily related to the seller being a single-asset corporation aiming to monetize its investment in the facility subsequent to closing a tax equity deal.
Blue Mountain Purchase Transaction
On June 18, 2025, the Company closed a purchase transaction with Cyrq Energy to acquire 100 % ownership of the Blue Mountain geothermal power plant for a total consideration of $88.7 million (including customary post-closing working capital adjustments). The Blue Mountain power plant is a 20MW facility, located in Humboldt County, NV, under a Power Purchase Agreement (“PPA”) with NV Energy that expires at the end of 2029.
As a result of the acquisition, the Company expanded its overall generation capacity and expects to improve the profitability of the power plant through cost reduction, synergies and upgrades. The Company accounted for the transaction in accordance with Accounting Standard Codification ("ASC") 805, Business Combinations, and following the transaction, the Company consolidates the power plant in accordance with ASC 810, Consolidation.
12
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
The following table summarizes the preliminary purchase price allocation to the fair value of the assets acquired and liabilities assumed (in millions):
| Trade receivables and others | $ | ||||
| Deferred income taxes | |||||
Property, plant and equipment and construction-in-process (1) | |||||
Operating lease right-of-use | |||||
| Total assets acquired | $ | ||||
| Accounts payable, accrued expenses and others | $ | ||||
Long-term operating lease liabilities | |||||
Other long-term liability (2) | |||||
| Asset retirement obligation | |||||
| Total liabilities assumed | $ | ||||
| Total assets acquired, and liabilities assumed, net | $ | ||||
Goodwill (3) | $ | ||||
(1) The fair value of Property, plant and equipment was estimated by applying the income approach and utilizing the discounted cash flow method. This methodology assesses the value of tangible assets by computing the anticipated cash flows expected to be generated by the respective assets.
(2) Other long-term liability is related to the long-term electricity PPA described above, and is amortized over the term of the PPA. The fair value of the long-term liability represents a PPA price that is relatively lower than the related prevailing market price, and was estimated by applying the income approach and utilizing the With and Without method.
Equity Investment in Sage
On January 16, 2026, the Company entered into an amended and restated Series B Preferred Stock purchase agreement with Geosystems, Inc (“Sage”), under which the Company paid $25 million in exchange for less than a 20 % ownership in Sage. In addition, the Company received $12 million of equity in exchange for future services it provides to Sage. Sage is a privately-held company without a readily determinable market value that develops a geo-pressurized geothermal technology designed for power generation. As the Series B Preferred Stock owned by the Company were not in substance common stock due to the liquidation preference and other preferential rights, and had no readily determinable fair value, the Company accounted for its preferred share investment in Sage under the measurement alternative. Under the measurement alternative, the carrying value is measured at cost, less impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Equity investments without readily determinable fair values are considered impaired when there is an indication that the fair value of the Company’s interest is less than the carrying amount. Changes in value and impairments of equity investments without readily determinable fair values are recognized in “Other non-operating income (expense), net”. Additionally, on a quarterly basis, management is required to make a qualitative assessment of whether the investment is impaired. As of June 30, 2026, the carrying value of the Company’s investment in Sage was $37.0 million.
TOPP2 Power Plant in New Zealand
In May 2023, the Company signed with Eastland Generation Limited (“EGL”) agreements governing the development, supply, construction, and option to sell the TOPP2 power plant in New Zealand. In August 2025, the Company received an option exercise notice (the “Notice”) from EGL pursuant to which EGL wishes to acquire the TOPP2 power plant in New Zealand pursuant to a previously signed option agreement between the Company and EGL (the “Parties”). During the first quarter of 2026, the Parties signed and closed the sale agreement and amended the previously signed agreements governing the development, supply, construction, and sale of the TOPP2 power plant. The Company applied the guidance in Accounting Standard Codification 606 - Revenue from Contracts with Customers (“ASC 606”) to this transaction, under which several criteria must be met before a reporting entity can recognize revenue from contracts with customers. The Company concluded
13
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Settlement Agreement
As previously disclosed, on August 1, 2024, the Company entered into a settlement agreement, effective April 2024, (the “Agreement”) with a third-party battery systems supplier (the “Supplier”). Under the Agreement, the Supplier paid to the Company $35.0 million as a recovery of damages, such as significant loss of potential profit due to project delays, as well as additional costs incurred by the Company, related to locating and purchasing substitute battery solutions from alternative vendors (the “Recovery of Damages”), to settle the dispute. On August 16, 2024, the Company received the Recovery of Damages payment contingent upon certain conditions which the Company expects to be met, on a pro-rata basis, during the period until March 31, 2026. The Company accounted for the Recovery of Damages amount under the guidance of ASC 450, Contingencies, and ASC 705, Cost of Sales and Services, and as a result, deemed $25.0 million as a recovery of damages, which is recognized as income once contingency conditions are met, and $10.0 million as a reduction to the cost of battery systems to be purchased under the Agreement. During the three and six months ended June 30, 2026, and 2025, the Company recognized income of nil and $3.1 million, and $3.1 million and $6.3 million, respectively. Such income was recorded under “Other operating income” in the consolidated statements of operations and comprehensive income. These amounts represent the non-refundable portion of the recovery of damages for which contingency conditions have been met.
Impairment of Long-Lived Assets
Impairment of long-lived assets for the six months ended June 30, 2026 is $8.4 million, out of which $8.1 million is primarily related to the Pomona 1 battery energy storage facility. During the first quarter of 2026, the Company approved a project to construct the new Pomona 3 storage facility which will replace the existing Pomona 1 storage facility. The Pomona 1 storage facility is scheduled for demolishing in late 2026 in order to facilitate the construction of the new storage facility. There was no
Write-offs of Unsuccessful Exploration and Storage Activities
The write-offs of unsuccessful exploration and storage activities for the three and six months ended June 30, 2026 of $6.6 million and $8.7 million, respectively, include accumulated costs related to a certain energy storage and geothermal exploration projects that the Company decided to no longer pursue. The write-off of unsuccessful exploration and storage activities for the three and six months ended June 30, 2025 of $0.3 million and $0.8 million, is related to certain energy storage projects that the Company decided to no longer pursue.
Reconciliation of Cash and Cash Equivalents and Restricted Cash and Cash Equivalents
| June 30, | December 31, | ||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||
Cash and cash equivalents | $ | $ | |||||||||||||||
Restricted cash and cash equivalents | |||||||||||||||||
Total cash and cash equivalents and restricted cash and cash equivalents | $ | $ | |||||||||||||||
Concentration of Credit Risk
Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash investments and accounts receivable.
Cash investments:
The Company places its cash investments with high credit quality financial institutions located in the United States (“U.S.”) and in foreign countries. At June 30, 2026 and December 31, 2025, the Company had deposits totaling $36.0 million and $83.6 million, respectively, in ten 224.3 million and $75.4 million, respectively.
14
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Account receivables:
At June 30, 2026 and December 31, 2025, account receivables related to operations in foreign countries amounted to $110.6 million, and $102.0 million, respectively. At June 30, 2026 and December 31, 2025, accounts receivable from the Company’s primary customers, which each accounted for revenues in excess of 10% of total consolidated revenues for the related period, amounted to 50 % and 56 % of the Company’s trade receivables, respectively. The aggregate amount of individual customer notes receivable exceeding 10% of total receivables as of June 30, 2026 and December 31, 2025 is $101.7 million, and $103.2 million, respectively.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Southern California Public Power Authority (“SCPPA”) | % | % | % | % | |||||||||||||||||||
| Sierra Pacific Power Company and Nevada Power Company | |||||||||||||||||||||||
| Kenya Power and Lighting Co. Ltd. ("KPLC") | |||||||||||||||||||||||
The Company has historically been able to collect on substantially all of its receivable balances. As of June 30, 2026, the amount overdue from KPLC in Kenya was $37.4 million of which $11.7 million was paid in July 2026. The Company believes it will be able to collect all past due amounts from KPLC. This belief is supported by the fact that in addition to KPLC's obligations under its power purchase agreement, the Company holds a support letter from the Government of Kenya that covers certain cases of KPLC non-payment (such as non-payments that are caused by government actions and/or political events).
Allowance for Credit Losses
The following table describes the changes in the allowance for expected credit losses for the three and six months ended June 30, 2026 and 2025 (all related to trade receivables):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||
| Beginning balance of the allowance for expected credit losses | $ | $ | $ | $ | ||||||||||||||||||||||
| Change in the provision for expected credit losses for the period | ||||||||||||||||||||||||||
| Ending balance of the allowance for expected credit losses | $ | $ | $ | $ | ||||||||||||||||||||||
Revenues from Contracts with Customers
Contract assets related to the Company’s Product segment reflect revenue recognized and performance obligations satisfied in advance of customer billing. Contract liabilities related to the Company's Product segment reflect payments received in advance of the satisfaction of performance under the contract. The Company receives payments from customers based on the terms established in the contracts. Total contract assets and contract liabilities as of June 30, 2026 and December 31, 2025 are as follows:
| June 30, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| (Dollars in thousands) | |||||||||||
| Contract assets (*) | $ | $ | |||||||||
| Contract liabilities (*) | $ | ( | $ | ( | |||||||
15
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
(*) Contract assets and contract liabilities are presented as “Costs and estimated earnings in excess of billings on uncompleted contracts” and “Billings in excess of costs and estimated earnings on uncompleted contracts”, respectively, on the condensed consolidated balance sheets. The contract liabilities balance at the beginning of the year was largely recognized as product revenues during the six months ended June 30, 2026 as a result of performance obligations having been fully satisfied as of June 30, 2026, except for certain immaterial amounts. Additionally, as of June 30, 2026 and December 31, 2025, long-term costs and estimated earnings in excess of billings on uncompleted contracts related to the Dominica project in the amount of $80.3 million and $75.0 million, respectively, are included under “Deposits and other” in the condensed consolidated balance sheets, and not under the contract assets and contract liabilities above, due to their long-term nature.
On June 30, 2026, the Company had approximately $202.8 million of remaining performance obligations not yet satisfied or partly satisfied related to our Product segment. The Company expects to recognize approximately 100 % of this amount as Product revenues during the next 24 months.
Disaggregated revenues from contracts with customers for the three and six months ended June 30, 2026, and 2025 are disclosed under Note 8 - Business Segments, to the condensed consolidated financial statements.
Leases in which the Company is a Lessor
The table below presents lease income recognized as a lessor:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||
| Lease income relating to lease payments from operating leases | $ | $ | $ | $ | |||||||||||||||||||
Derivative Instruments
Transferable Production and Investment Tax Credits
NOTE 2 — NEW ACCOUNTING PRONOUNCEMENTS
New Accounting Pronouncements Effective in the Six Months Ended June 30, 2026
Measurement of Credit Losses for Accounts Receivable and Contract Assets
In July 2025, the FASB issued ASU 2025-05 “Financial Instruments – Credit Losses (Topic 326)” to address challenges encountered when applying the guidance in Topic 326 to current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers. Under the previous accounting guidance, an entity estimates expected credit losses based on relevant information about past events, current economic conditions, and reasonable and supportable forecasts of future economic conditions that affect the collectability of the
16
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
reported amounts. The amendments in this ASU introduce a practical expedient that allows all entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset when developing reasonable and supportable forecasts as part of estimating expected credit losses. This ASU is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. This ASU should be applied on a prospective basis. The adoption of ASU 2025-05 did not have an impact on the Company’s consolidated financial statements.
Induced Conversions of Convertible Debt Instruments
In November 2024, the FASB issued ASU 2024-04 “Debt – Debt with Conversion and Other Options (Subtopic 470-20)” to improve the relevance and consistency in application of induced conversion guidance. The amendments in this ASU clarify the assessment of whether a transaction should be accounted for as an induced conversion or extinguishment of convertible debt when changes are made to conversion features as part of an offer to settle the instrument. This ASU is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company applied the amendments of this ASU to the induced conversion transaction of its 2027 convertible Notes as further described under Note 1 above.
New Accounting Pronouncements Effective in Future Periods
Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock
In April 2026, the FASB issued ASU 2026-01, “Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock Equity (Topic 505)”. This ASU was issued to provide authoritative guidance on the initial measurement of paid‑in‑kind dividends on equity‑classified preferred stock. The amendments require that paid‑in‑kind dividends be initially measured based on the paid‑in‑kind dividend rate stated in the preferred stock agreement. The new guidance enhances comparability and decision usefulness of financial reporting by providing a consistent, objective, and cost‑effective measurement approach and does not change the timing of when paid‑in‑kind dividends are recognized. This ASU is effective for annual reporting periods beginning after December 15, 2026, including interim periods within those reporting periods. Early adoption is permitted. This ASU should be applied either prospectively or on a modified retrospective basis. The Company anticipates that the adoption of this ASU will not have a material impact on its consolidated financial statements.
Environmental Credits and Environmental Credit Obligations
In May 2026, the FASB issued ASU 2026-02 “Environmental Credits and Environmental Credit Obligations (Topic 818)” to provide authoritative guidance on the recognition, measurement, presentation, and disclosure of environmental credits and environmental credit obligations. The amendments in this ASU establish a comprehensive accounting model for entities that generate, acquire, or use environmental credits or are subject to regulatory compliance programs that may be settled with such credits. The amendments in this ASU require that environmental credits be recognized as assets only when it is probable they will be used to settle an obligation, transferred in an exchange transaction, or used in a nonreciprocal transfer. An environmental credit that does not meet the probable threshold will not be recognized as an asset and any related costs must be expensed as incurred. This ASU is effective for annual reporting periods beginning after December 15, 2027, including interim periods within those reporting periods. Early adoption is permitted. This ASU should be applied on a retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the annual reporting period of adoption. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements, however, it expects that the adoption of this ASU will not have a material impact on its consolidated financial statements.
Narrow-Scope Improvements
In December 2025, the FASB issued ASU 2025-11 “Interim Reporting (Topic 270)” to improve the navigability of required interim disclosures, clarify when that guidance is applicable, and provide additional guidance on what disclosures should be provided in interim reporting periods. The amendments provide a comprehensive list of required interim disclosures and add a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. This ASU is not intended to change the fundamental nature of interim reporting or expand or reduce current interim reporting requirements. Rather, the objective of this ASU is to provide clarity regarding current interim reporting requirements already in place. This ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. This ASU should be applied either prospectively or retrospectively to all prior periods presented. The Company anticipates that the adoption of this ASU will not have a material impact on its consolidated financial statements.
17
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Accounting for Government Grants Received by Business Entities
In December 2025, the FASB issued ASU 2025-10 “Government Grants (Topic 832)” to establish authoritative guidance on the accounting for government grants received by business entities, including guidance for a grant related to an asset and a grant related to income. The overall principle is that a government grant is recognized in earnings in the same period(s) that the costs for which the grant was intended to compensate are recognized. A grant related to an asset is a government grant, or part of a government grant, that is conditioned on the purchase, construction, or acquisition of an asset. A grant related to income is a government grant, or part of a government grant, other than a grant related to an asset. The amendments in this ASU require that a government grant received by a business entity should not be recognized until it is probable that a business entity will comply with the conditions attached to the grant and that the grant will be received.
A grant related to an asset should be recognized on the balance sheet as a business entity incurs the related costs for which the grant is intended to compensate, either as: a. deferred income (the deferred income approach) or b. an adjustment to the cost basis in determining the carrying amount of the asset (the cost accumulation approach).
A grant related to income and a grant related to an asset for which the deferred income approach is elected should be recognized in earnings on a systematic and rational basis over the periods in which a business entity recognizes as expenses the costs for which the grant is intended to compensate. When a business entity elects the cost accumulation approach for a grant related to an asset, there is no separate subsequent recognition of the government grant proceeds in earnings as the carrying amount of the asset that reflects the government grant proceeds would be used to determine depreciation or other subsequent accounting for that asset.
This ASU is effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. Early adoption is permitted. Business entities should apply the amendments in this ASU using one of the following transition approaches:
1.A modified prospective approach to both government grants that are entered into on or after the effective date and government grants that are not complete as of the effective date. Under this approach, prior-period results should not be restated and there is no cumulative-effect adjustment.
2.A modified retrospective approach to both government grants that are entered into on or after the beginning of the earliest period presented and government grants that are not complete as of the beginning of the earliest period presented. Under this approach, all prior period results should be restated for government grants that are not complete as of the beginning of the earliest period presented through a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the earliest period presented.
3.A retrospective approach to all government grants through a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the earliest period presented.
The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements, however, it anticipates that the adoption of this ASU will not have a material impact on its consolidated financial statements.
Hedge Accounting Improvements
In November 2025, the FASB issued ASU 2025-09 “Derivatives and Hedging (Topic 815)” to clarify certain aspects of the guidance on hedge accounting and to better reflect an entity’s risk management strategies in financial reporting by enabling entities to achieve and maintain hedge accounting for highly effective economic hedges of forecasted transactions. This ASU addresses the following five issues:
1.Similar Risk Assessment for Cash Flow Hedges – This ASU expands the hedged risks permitted to be aggregated in a group of individual forecasted transactions in a cash flow hedge by changing the requirement to designate a group of individual forecasted transactions from having a shared risk exposure to having a similar risk exposure.
2.Hedging Forecasted Interest Payments on Choose-Your-Rate Debt Instruments – This ASU provides a model to facilitate the application of cash flow hedge accounting to forecasted interest payments on variable-rate debt instruments with contractual terms that permit the borrower to change the interest rate index and related payment frequency upon which interest is accrued (commonly referred to as “choose-your-rate” debt instruments).
3.Cash Flow Hedges of Nonfinancial Forecasted Transactions – This ASU expands hedge accounting for forecasted purchases and sales of nonfinancial assets. Subject to meeting specific criteria, entities are permitted to apply hedge accounting for eligible components of forecasted spot-market transactions, forward-market transactions, and subcomponents of explicitly referenced components in an agreement’s pricing formula. The amendments also clarify that entities may designate a variable price component in a contract that is accounted for as a derivative as the hedged risk if all other hedge criteria are satisfied.
18
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
4.Net Written Options as Hedging Instruments – This ASU updates hedge accounting guidance to accommodate differences in the loan and swap markets that developed after the cessation of the London Interbank Offered Rate (LIBOR). The amendments eliminate the requirement to apply the net written option test to a compound derivative comprising a swap and a written option designated as the hedging instrument in a cash flow hedge or a fair value hedge of interest rate risk.
5.Foreign-Currency-Denominated Debt Instrument as Hedging Instrument and Hedged Item (Dual Hedge) – This ASU eliminates the recognition and presentation mismatch related to a dual hedge strategy (i.e., a hedge for which a foreign-currency-denominated debt instrument is both designated as the hedging instrument in a net investment hedge and designated as the hedged item in a fair value hedge of interest rate risk). The amendments require that an entity exclude the debt instrument’s fair value hedge basis adjustment from the net investment hedge effectiveness assessment, resulting in an entity immediately recognizing in earnings the gains and losses from the remeasurement of the debt instrument’s fair value hedge basis adjustment at the spot exchange rate.
This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. This ASU should be applied prospectively for all hedging relationships. Upon adoption of this ASU, entities are permitted to modify certain critical terms of certain existing hedging relationships without de-designating the hedge. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements, however, it anticipates that the adoption of this ASU will not have a material impact on its consolidated financial statements.
Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract
In September 2025, the FASB issued ASU 2025-07 “Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606)” to address concerns about (1) the application of derivative accounting to contracts with features based on the operations or activities of one of the parties to the contract and (2) the diversity in accounting for share-based noncash consideration from a customer that is consideration for the transfer of goods or services. The amendments in this ASU expand the scope exception for application of derivative accounting for certain contracts not traded on an exchange to include contracts for which settlement is based on operations or activities specific to one of the parties to the contract. The amendments in this ASU also clarify that an entity should apply the guidance in Topic 606 to a contract with share-based noncash consideration from a customer for the transfer of goods or services. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. This ASU may be applied prospectively or on a modified retrospective basis. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements; however, it anticipates that the adoption of this ASU will not have a material impact on its consolidated financial statements.
Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity
In May 2025, the FASB issued ASU 2025-03 “Business Combinations (Topic 805) and Consolidation (Topic 810)” to modify the Topic 805 framework for identifying the accounting acquirer in certain business combinations when the legal acquiree is a variable interest entity (“VIE”). Under current accounting guidance, when a VIE is acquired, the primary beneficiary (i.e., the entity that consolidates the VIE) is the accounting acquirer. The amendments in this ASU revise current guidance to: (1) limit situations in which entities must identify the primary beneficiary as the accounting acquirer in certain business combinations, and (2) require that when a business combination involving a VIE is primarily effected through exchanging equity interests, entities must consider the general factors in Topic 805 to determine which entity is the accounting acquirer. This ASU is effective for annual and interim reporting periods beginning after December 15, 2026. This ASU should be applied prospectively to any acquisition transaction that occurs after the initial application date. Early adoption is permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements; however, it anticipates that the adoption of ASU 2025-03 will not have a material impact on its consolidated financial statements.
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03 “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40)” to improve the disclosure about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The amendments in this ASU require disclosure of the following items in the notes to the financial statements at each interim and annual reporting date:
19
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
1The amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contain any of the expense categories listed in (a) through (e).
2A qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively.
3The total amount of selling expenses recognized in continuing operations, and the entity’s definition of selling expenses.
The amendments of this ASU also require that an entity include certain amounts that are already required to be disclosed under current generally accepted accounting principles in the same disclosure as the other disaggregation requirements. The amendments in this ASU are effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, and should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of the ASU or (2) retrospectively to any or all prior periods presented in the financial statements. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of these amendments on its consolidated financial statements.
NOTE 3 — INVENTORIES
Inventories consist of the following:
| June 30, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| (Dollars in thousands) | |||||||||||
| Raw materials and purchased parts for assembly | $ | $ | |||||||||
| Self-manufactured assembly parts and finished products | |||||||||||
| Total inventories | $ | $ | |||||||||
NOTE 4— FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value measurement guidance clarifies that fair value is an exit price, representing the amount that would be received upon selling an asset or paid upon transferring a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under the fair value measurement guidance are described below:
Level 1 — unadjusted observable inputs that reflect quoted prices for identical assets or liabilities in active markets;
Level 2 — inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly;
Level 3 — unobservable inputs.
20
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
The following table sets forth certain fair value information at June 30, 2026 and December 31, 2025 for financial assets and liabilities measured at fair value by level within the fair value hierarchy, as well as cost or amortized cost. As required by the fair value measurement guidance, assets and liabilities are classified in their entirety based on the lowest level of inputs that is significant to the fair value measurement.
June 30, 2026 | |||||||||||||||||||||||||||||
Fair Value | |||||||||||||||||||||||||||||
Carrying Value at June 30, 2026 | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||
| Current assets: | |||||||||||||||||||||||||||||
Cash equivalents (primarily restricted cash accounts) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Derivatives: cross-currency swap (1) | |||||||||||||||||||||||||||||
Derivatives: currency forward and option contracts (2) | |||||||||||||||||||||||||||||
Long-term assets: | |||||||||||||||||||||||||||||
Derivatives: cross-currency swap (1) | |||||||||||||||||||||||||||||
Derivatives: interest rate swap (3) | |||||||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||||||||||
Derivatives: interest rate swap (3) | ( | ( | ( | ||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | |||||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||||||||
| Fair Value | |||||||||||||||||||||||||||||
Carrying Value at December 31, 2025 | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||||||
| Current assets: | |||||||||||||||||||||||||||||
Cash equivalents (primarily restricted cash accounts) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Derivatives: cross currency swap (1) | |||||||||||||||||||||||||||||
Long-term assets: | |||||||||||||||||||||||||||||
Derivatives: interest rate swap (3) | |||||||||||||||||||||||||||||
Derivatives: cross currency swap (1) | |||||||||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||
| Current liabilities: | |||||||||||||||||||||||||||||
Derivatives: interest rate swap (3) | ( | ( | ( | ||||||||||||||||||||||||||
| Long-term liabilities: | |||||||||||||||||||||||||||||
Derivatives: interest rate swap (3) | ( | ( | ( | ||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | |||||||||||||||||||||||||
1.These amounts relate to cross-currency swap contracts valued primarily based on the present value of the cross-currency swap future settlement prices for U.S. Dollar (“USD”) and New Israeli Shekel (“NIS”) zero yield curves and the applicable exchange rate as of June 30, 2026 and December 31, 2025, as applicable. These amounts are included within “Prepaid expenses and other”, “Deposits and other”, “Accounts payable and accrued expenses” or “Other long-
21
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
term liabilities”, as applicable, in the consolidated balance sheets on June 30, 2026 and December 31, 2025. There were no
2.These amounts relate to currency forward and option contracts valued primarily based on observable inputs, including forward and spot prices for currencies, net of contracted rates and then multiplied by notional amounts, and are included within “Receivables, other” or “Accounts payable and accrued expenses”, as applicable, in the consolidated balance sheets on June 30, 2026 and December 31, 2025, with the corresponding gain or loss being recognized within “Derivatives and foreign currency transaction gains (losses)” in the consolidated statements of operations and comprehensive income.
The following table presents the amounts of gain (loss) recognized in the condensed consolidated statements of operations and comprehensive income on derivative instruments:
| Amount of recognized gain (loss) | ||||||||||||||||||||||||||||||||
Derivative instruments | Location of gain (loss) | Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||
| Derivatives not designated as hedging instruments | ||||||||||||||||||||||||||||||||
Currency forward and option contracts (1) | (a) | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Derivatives designated as cash flow hedging instruments | ||||||||||||||||||||||||||||||||
Cross-currency swap (2) | (a) | $ | $ | $ | $ | |||||||||||||||||||||||||||
Interest rate swap (2) | (b) | $ | ( | $ | ( | |||||||||||||||||||||||||||
Total | $ | $ | $ | $ | ||||||||||||||||||||||||||||
(a) Derivatives and foreign currency transaction gains (losses)
(b) Interest expense, net
1.The foregoing currency forward and option transactions were not designated as hedge transactions and were marked to market with the corresponding gains or losses recognized within “Derivatives and foreign currency transaction gains (losses)” in the consolidated statements of operations and comprehensive income.
2.The foregoing cross-currency and interest rate swap transactions were designated as a cash flow hedging instruments. The changes in the cross-currency swap fair value are initially recorded in “Other comprehensive income (loss)” and a corresponding amount is reclassified out of “Accumulated other comprehensive income (loss)” to “Derivatives and foreign currency transaction gains (losses)” to offset the remeasurement of the underlying hedged transaction which also impacts the same line item in the condensed consolidated statements of operations and comprehensive income. The changes in the interest rate swap fair value are initially recorded in “Other comprehensive income (loss)” and a corresponding amount is reclassified out of “Accumulated other comprehensive income (loss)” to “Interest expenses, net” to offset the remeasurement of the underlying hedged transaction which also impacts the same line item in the condensed consolidated statements of operations and comprehensive income.
There were no transfers of assets or liabilities between Level 1, Level 2 and Level 3 during the three and six months ended June 30, 2026 and 2025.
22
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||
Cash flow hedges: | |||||||||||||||||||||||
Balance in Accumulated other comprehensive income (loss) beginning of period | $ | $ | ( | $ | ( | $ | |||||||||||||||||
| Gain or (loss) recognized in Other comprehensive income (loss): | |||||||||||||||||||||||
Cross-currency swap | |||||||||||||||||||||||
Interest rate swap | ( | ( | ( | ||||||||||||||||||||
| Amounts reclassified from Other comprehensive income (loss) into earnings: | |||||||||||||||||||||||
Cross-currency swap | ( | ( | ( | ( | |||||||||||||||||||
Interest rate swap | ( | ( | |||||||||||||||||||||
| Balance in Accumulated other comprehensive income (loss) end of period | $ | $ | ( | $ | $ | ( | |||||||||||||||||
The estimated net amount of existing gain (loss) that is reported in “Accumulated other comprehensive income (loss)” as of June 30, 2026 that is expected to be reclassified into earnings within the next 12 months is immaterial. The maximum length of time over which the Company is hedging its exposure to the variability in future cash flow is from the transaction commencement date through June 2031.
The fair value of the Company’s long-term debt approximates its carrying amount, except for the following:
Fair Value | Fair Value | Carrying Amount (*) | ||||||||||||||||||||||||
Hierarchy Level | June 30, 2026 | December 31, 2025 | June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| (Dollars in millions) | ||||||||||||||||||||||||||
Limited and non-recourse loans: fixed rate | 3 | $ | $ | $ | $ | |||||||||||||||||||||
Full recourse loans: | ||||||||||||||||||||||||||
Fixed-rate | 3 | |||||||||||||||||||||||||
Variable-rate | 3 | |||||||||||||||||||||||||
Financing liability: fixed-rate | 3 | |||||||||||||||||||||||||
2027 Convertible Note | 2 | |||||||||||||||||||||||||
2031 Convertible Note | 2 | |||||||||||||||||||||||||
NOTE 5 — STOCK-BASED COMPENSATION
In March 2026, the Company granted certain members of its management and employees an aggregate of 175,844 restricted stock units (“RSUs”) and 38,294 performance stock units (“PSUs”) under the Company’s 2018 Incentive Compensation Plan. The RSUs and PSUs have vesting periods of between 1 to 3 years from the grant date.
23
The fair value of each RSU and PSU on the grant date was $102.7 and $98.6 , respectively. The Company calculated the fair value of each RSU and PSU on the grant date using the complex lattice, tree-based option-pricing model, and the Monte Carlo simulation, based on the following assumptions:
| Risk-free interest rates | — | |||||||||||||
| Expected life (in years) | — | |||||||||||||
| Dividend yield | ||||||||||||||
| Expected volatility (weighted average) | — | |||||||||||||
In March 2025, the Company granted certain members of its management and employees an aggregate of 210,961 RSUs and 45,190 PSUs under the Company’s 2018 Incentive Compensation Plan. The RSUs and PSUs have vesting periods of between 1 to 3 years from the grant date.
The fair value of each RSU and PSU on the grant date was $68.9 and $70.9 , respectively. The Company calculated the fair value of each RSU and PSU on the grant date using the complex lattice, tree-based option-pricing model, and the Monte Carlo simulation, based on the following assumptions:
| Risk-free interest rates | — | |||||||||||||
| Expected life (in years) | — | |||||||||||||
| Dividend yield | ||||||||||||||
| Expected volatility (weighted average) | — | |||||||||||||
There were no other significant grants that were made by the Company during the six months ended June 30, 2026.
NOTE 6 — INTEREST EXPENSE, NET
The components of interest expense are as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||
| Interest related to sale of tax benefits | $ | $ | $ | $ | |||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Less — amount capitalized | ( | ( | ( | ( | |||||||||||||||||||
| Total interest expense, net | $ | $ | $ | $ | |||||||||||||||||||
NOTE 7 — EARNINGS PER SHARE
Basic earnings per share attributable to the Company’s stockholders is computed by dividing net income or loss attributable to the Company’s stockholders by the weighted average number of shares of common stock outstanding for the period. The Company does not have any equity instruments that are dilutive, except for employee stock-based awards and the 2027 Convertible Notes.
The table below shows the reconciliation of the number of shares used in the computation of basic and diluted earnings per share (in thousands):
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Weighted average number of shares used in computation of basic earnings per share | |||||||||||||||||||||||
| Additional shares from the assumed exercise of employee stock awards | |||||||||||||||||||||||
Additional shares related to the effect of dilutive convertible senior notes | |||||||||||||||||||||||
| Weighted average number of shares used in computation of diluted earnings per share | |||||||||||||||||||||||
The number of stock-based awards that could potentially dilute future earnings per share and that were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive was 4.2 thousand, and 4.3 thousand for the three months ended June 30, 2026 and 2025, respectively, and 4.7 thousand and 19.7 thousand for six months ended June 30, 2026 and 2025.
As per ASU 2020-06, the if-converted method is required for calculating any potential dilutive effect from convertible instruments. For the three and six months ended June 30, 2026, the average price of the Company's common stock exceeded the per share conversion price of the 2027 Convertible Notes of $90.27 , and as such, their dilutive effect is included in the number of shares used for computation of diluted earnings per share for the aforementioned period. The average price of the Company's common stock did not exceed the per share conversion price of the 2031 Convertible Notes of $140.4 , and other requirements for these notes to be convertible were not met and as such, there was no dilutive effect from the 2031 Convertible Notes in respect with the aforementioned period.
NOTE 8 — BUSINESS SEGMENTS
The Company has three reporting segments: the Electricity segment, the Product segment and the Energy Storage segment. These segments are managed and reported separately as each offers different products and serves different markets.
•Under the Electricity segment, the Company builds, owns and operates geothermal, solar PV and recovered energy-based power plants ("REG") in the United States and geothermal power plants in foreign countries, and sells the electricity generated by those power plants.
•Under the Product segment, the Company designs, manufactures and sells equipment for geothermal and recovered energy-based electricity generation and provide services relating to the engineering, procurement and construction ("EPC") of geothermal and recovered energy-based power plants.
•Under the Energy Storage segment, the Company owns and operates grid connected In-Front-of-the-Meter battery energy storage systems ("BESS"), which provide capacity, energy and/or ancillary services directly to the electric grid.
The accounting policies of the segments are the same as those described under Note 1 to the consolidated financial statements in the 2025 Annual Report. Transfer prices between the segments were determined on current market values or cost plus markup of the seller’s segment. The Company’s Chief Operating Decision Maker (“CODM”) is comprised of its CEO and CFO. To evaluate segment performance and allocate the Company’s resources, the CODM uses segment measures of gross profit and operating income. The CODM reviews budget-to-actual variances of both profit measures on a monthly basis when making decisions about allocation of the Company’s resources to the segments.
Summarized financial information concerning the Company’s reportable segments is shown in the following tables, including the Company's disaggregated revenues from contracts with customers as required by ASC 606, Revenue from Contracts with Customers (“ASC 606”). Total consolidated revenues, gross profit (loss) and operating income (loss) of the Company’s business segments exclude intersegment revenues, gross profit (loss) and operating income (loss) as these activities are eliminated in consolidation and are not included in the CODM’s evaluation of performance of each segment.
| Electricity | Product | Energy Storage | Consolidated | ||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||
| Three Months Ended June 30, 2026: | |||||||||||||||||||||||
| Revenues from external customers: | |||||||||||||||||||||||
United States (1) | $ | $ | $ | $ | |||||||||||||||||||
25
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Foreign (2) | |||||||||||||||||||||||
| Net revenue from external customers | |||||||||||||||||||||||
Less: | |||||||||||||||||||||||
Depreciation and amortization expenses (3) | |||||||||||||||||||||||
Other cost of revenues expenses (4) | |||||||||||||||||||||||
Segment gross profit | |||||||||||||||||||||||
Less: | |||||||||||||||||||||||
Segment operating expenses (income) (5) | |||||||||||||||||||||||
Segment operating income | $ | $ | ( | $ | $ | ||||||||||||||||||
Total depreciation and amortization expense (6) | $ | $ | $ | $ | |||||||||||||||||||
Segment assets at period end (7) (*) | |||||||||||||||||||||||
| Expenditures for long-lived assets | |||||||||||||||||||||||
| * Including unconsolidated investments | |||||||||||||||||||||||
| Three Months Ended June 30, 2025: | |||||||||||||||||||||||
| Revenues from external customers: | |||||||||||||||||||||||
United States (1) | $ | $ | $ | $ | |||||||||||||||||||
Foreign (2) | |||||||||||||||||||||||
| Net revenue from external customers | |||||||||||||||||||||||
| Less: | |||||||||||||||||||||||
Depreciation and amortization expenses (3) | |||||||||||||||||||||||
Other cost of revenues expenses (4) | |||||||||||||||||||||||
Segment gross profit | |||||||||||||||||||||||
| Less: | |||||||||||||||||||||||
Segment operating expenses (income) (5) | ( | ||||||||||||||||||||||
Segment operating income | $ | $ | $ | $ | |||||||||||||||||||
Total depreciation and amortization expense (6) | $ | $ | $ | $ | |||||||||||||||||||
Segment assets at period end (7) (*) | |||||||||||||||||||||||
| Expenditures for long-lived assets | |||||||||||||||||||||||
| * Including unconsolidated investments | |||||||||||||||||||||||
| Six Months Ended June 30, 2026: | |||||||||||||||||||||||
| Revenues from external customers: | |||||||||||||||||||||||
26
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
United States (1) | $ | $ | $ | $ | |||||||||||||||||||
Foreign (2) | |||||||||||||||||||||||
| Net revenue from external customers | |||||||||||||||||||||||
Less: | |||||||||||||||||||||||
Depreciation and amortization expense (3) | |||||||||||||||||||||||
Other cost of revenues expenses (4) | |||||||||||||||||||||||
Segment gross profit (loss) | |||||||||||||||||||||||
Less: | |||||||||||||||||||||||
Segment operating expenses (income) (5) | |||||||||||||||||||||||
Segment operating income | |||||||||||||||||||||||
Total depreciation and amortization expenses (6) | |||||||||||||||||||||||
Segment assets at period end (7) (*) | |||||||||||||||||||||||
| Expenditures for long-lived assets | |||||||||||||||||||||||
| * Including unconsolidated investments | |||||||||||||||||||||||
| Six Months Ended June 30, 2025: | |||||||||||||||||||||||
| Revenues from external customers: | |||||||||||||||||||||||
United States (1) | $ | $ | $ | $ | |||||||||||||||||||
Foreign (2) | |||||||||||||||||||||||
| Net revenue from external customers | |||||||||||||||||||||||
Less | |||||||||||||||||||||||
Depreciation and amortization expense (3) | |||||||||||||||||||||||
Other cost of revenues expenses (4) | |||||||||||||||||||||||
| Segment gross profit (loss) | |||||||||||||||||||||||
Less: | |||||||||||||||||||||||
Segment operating expenses (income) (5) | ( | ||||||||||||||||||||||
Segment operating income (loss) | |||||||||||||||||||||||
Total depreciation and amortization expenses (6) | |||||||||||||||||||||||
Segment assets at period end (7) (*) | |||||||||||||||||||||||
| Expenditures for long-lived assets | |||||||||||||||||||||||
| * Including unconsolidated investments | |||||||||||||||||||||||
(1)Electricity segment revenues in the United States are all accounted for under lease accounting except for $48.8 million and $97.0 million in the three and six months ended June 30, 2026 and $31.4 million and $71.5 million in the three and six months ended June 30, 2025 that are accounted for under ASC 606. Product and Energy Storage segment revenues in the United States are accounted for under ASC 606, except for Energy Storage revenues of $10.2 million and $17.7 million for the three and six months ended June 30, 2026 and $2.5 million and $6.1 million for the three and six months ended June 30, 2025 that are accounted for under lease accounting.
(2)Electricity segment revenues in foreign countries are all accounted for under lease accounting. Product segment revenues in foreign countries are all accounted for under ASC 606.
(3)Depreciation and amortization expense amounts align with the segment-level information that is regularly provided to the CODM, and do not include intersegment transactions. Depreciation and amortization expenses included in the segment measure of gross profit are related to the specific tangible and intangible assets associated with each of the reportable segments.
(4)Other cost of revenues expenses for each reportable segment include:
Electricity: primarily cost of manpower, utilities, repair and maintenance, royalties, and property taxes.
Products: primarily cost of raw materials and finished goods used in manufacturing, manpower, transportation, and third-party subcontractors.
27
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Energy Storage: primarily cost of manpower, utilities, and insurance.
(5)Segment operating expenses include research and development expenses, selling and marketing expenses, and general and administrative expenses such as manpower, depreciation and amortization, legal and professional services. Such expenses do not include intersegment transactions. Segment operating expenses related to the Energy Storage segment are directly related to this segment. Segment operating expenses related to the Electricity and Product segments are allocated between these two segments based on their weighted contribution to revenues, except for certain specific expenses or gains that are specifically allocated to one of these segments, as applicable, such as impairment of long-lived assets, write-off of unsuccessful exploration activities, and other operating income.
(6)Total depreciation and amortization expenses for each segment are related to the specific tangible and intangible assets associated with the respective reportable segment.
Reconciling information between reportable segments and the Company’s consolidated totals is shown in the following table:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||
Reconciliation of profit or loss (segment gross profit): | |||||||||||||||||||||||
Total segment gross profit | $ | $ | $ | $ | |||||||||||||||||||
Less operating expenses: | |||||||||||||||||||||||
Research and development expenses | |||||||||||||||||||||||
| Selling and marketing expenses | |||||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||
| Other operating income | ( | ( | ( | ( | |||||||||||||||||||
Impairment of long-lived assets | |||||||||||||||||||||||
Write-off of unsuccessful exploration and storage activities | |||||||||||||||||||||||
| Operating income | $ | $ | $ | $ | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Derivatives and foreign currency transaction gains (losses) | ( | ||||||||||||||||||||||
| Income attributable to sale of tax benefits | |||||||||||||||||||||||
| Other non-operating income (expense), net | ( | ||||||||||||||||||||||
Total consolidated income before income taxes and equity in income of investees | $ | $ | $ | $ | |||||||||||||||||||
| Reconciliation of profit or loss (segment operating income): | |||||||||||||||||||||||
| Total segment operating income | $ | $ | $ | $ | |||||||||||||||||||
Interest income | |||||||||||||||||||||||
Interest expenses, net | ( | ( | ( | ( | |||||||||||||||||||
Derivatives and foreign currency transaction gains (losses) | ( | ||||||||||||||||||||||
| Income attributable to sale of tax benefits | |||||||||||||||||||||||
| Other non-operating income (expense), net | ( | ||||||||||||||||||||||
Total consolidated income before income taxes and equity in income of investees | $ | $ | $ | $ | |||||||||||||||||||
28
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
NOTE 9 — COMMITMENTS AND CONTINGENCIES
In February 2025, Engie Resources, LLC and certain of its affiliates filed an action against one of the Company’s wholly owned subsidiaries in the United States District Court for the Northern District of Texas, which was later re-filed in Texas Business Court. The complaint alleged that the Company breached its contractual obligations, including certain indemnity obligations, under certain service agreements with or involving the plaintiffs, by failing to properly schedule responsive reserve service on behalf of the plaintiffs during the power crisis in Texas in February 2021. As previously disclosed, the Engie Resources, LLC matter was settled and the settlement amount, which was immaterial, was paid by the Company in April 2026 and the lawsuit was dismissed with prejudice. The matter is concluded.
Additionally, from time to time, the Company is named as a party to other various lawsuits, claims and other legal and regulatory proceedings that arise in the ordinary course of the Company's business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract, property damage, punitive damages, civil penalties or other losses, or injunctive or declaratory relief. With respect to such lawsuits, claims and proceedings, the Company accrues reserves when a loss is probable, and the amount of such loss can be reasonably estimated. It is the opinion of the Company’s management that the outcome of these proceedings, individually and collectively, will not be material to the Company’s consolidated financial statements as a whole.
NOTE 10 — INCOME TAXES
The Company’s effective tax rate for the three months ended June 30, 2026 and 2025 was (56.3 )% and (24.9 )%, respectively and (54.9 )% and (15.5 )%, respectively, for the six months ended June 30, 2026 and 2025. The effective rate differs from the federal statutory rate of 21 % primarily due to the generation of investment tax credits.
The Organization for Economic Co-operation and Development (“OECD”) issued a framework to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as Pillar 2). Certain aspects of Pillar 2 became effective January 1, 2024, and other aspects became effective January 1, 2025. Effective January 1, 2025, the Company met the revenue threshold requirements and is now subject to Pillar 2. In January 2026, the OECD released a “side-by-side” package introducing new safe harbors and providing an exemption for U.S. based multi-national companies from parts of the global minimum corporate tax. The updated model rules will need to be incorporated into local tax legislation to be effective. The Company will continue to evaluate the impact of the proposed legislative changes as new guidance becomes available. The impact of Pillar 2 is not a material component of income tax expense in the six months ended June 30, 2026.
NOTE 11 — SUBSEQUENT EVENTS
Cash Dividend
On August 5, 2026, the Board of Directors of the Company declared, approved and authorized payment of a quarterly dividend of $7.5 million ($0.12 per share) to all holders of the Company’s issued and outstanding shares of common stock on August 19, 2026, payable on September 2, 2026.
29
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Note Regarding Forward-Looking Statements
This quarterly report on Form 10-Q includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this quarterly report that address activities, events or developments that we expect or anticipate will or may occur in the future, including such matters as our projections of annual revenues, expenses and debt service coverage with respect to our debt securities, future capital expenditures, business strategy, competitive strengths, goals, development or operation of generation assets, market and industry developments and the growth of our business and operations, are forward-looking statements. When used in this quarterly report on Form 10-Q, the words “may”, “will”, “could”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “projects”, “potential”, “contemplate”, or “target” or the negative of these terms or other comparable terminology are intended to identify forward-looking statements, although not all forward-looking statements contain such words or expressions. The forward-looking statements in this quarterly report are primarily located in the material set forth under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Risk Factors”, and “Notes to Condensed Consolidated Financial Statements”, but are found in other locations as well. These forward-looking statements generally relate to our plans, objectives and expectations for future operations and are based upon management’s current estimates and projections of future results or trends. Although we believe that our plans and objectives reflected in or suggested by these forward-looking statements are reasonable, we may not achieve these plans or objectives. You should read this quarterly report on Form 10-Q completely and with the understanding that actual future results and developments may be materially different from what we expect attributable to a number of risks and uncertainties, many of which are beyond our control.
These forward-looking statements are made only as of the date hereof, and, except as legally required, we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
During the period covered by this quarterly report on Form 10-Q, there have been no material changes in our risk factors previously disclosed in our 2025 Annual Report. A summary of the risks that may cause actual results to differ from our expectations include, but are not limited to the following:
Risks Related to the Company’s Business and Operation
•Our financial performance depends on the successful operation of our geothermal, REG, solar PV power plants under the Electricity segment as well as our energy storage facilities, which are subject to various operational risks.
•Our exploration, development, and operation of geothermal energy resources are subject to geological risks and uncertainties.
•We may decide not to implement, or may not be successful in implementing, one or more elements of our multi-year strategic plan, and the plan may not achieve its goal of enhancing shareholder value.
•Changes in U.S. and foreign government policy, including the imposition of or increases in tariffs and changes to existing trade agreements, could have a material adverse effect on global economic conditions and our business, results of operations, prospects and financial condition.
•Our investments and profitability in Battery Energy Storage Systems (BESS) may be negatively affected by a number of factors, including major change in battery technology, increases in storage costs, expanded trade restrictions, risk of fire, volatility in merchant prices and competition.
•Our investments in EGS projects involve substantial technical, operational, and geological uncertainties, including risks related to reservoir creation and sustainability, drilling success rates, well productivity, thermal recovery, induced seismicity, permitting, and long-term system performance. There can be no assurance that EGS projects in which we invest will achieve expected technical milestones, operate reliably, or produce energy at commercially viable levels.
•Concentration of customers, specific projects and regions may expose us to heightened financial risk.
•Our international operations expose us to risks related to the application of foreign laws and regulations.
•Political, economic and other conditions in the emerging economies where we operate, including Israel, may subject us to greater risk than in the developed U.S. economy.
•Conditions in and around Israel (including conflicts involving Iran and its proxies) where much of our senior management and our main Product segment production and manufacturing facilities are located, may adversely
30
affect our operations and may limit our ability to produce and sell our products, and may limit our ability to support our operations.
•Some of our leases will terminate if we do not extract geothermal resources in “commercial quantities” or fail to comply with such leases or applicable law or if the lessor under any such lease defaults on any debt secured by the relevant property.
•Our business development activities may not be successful and our projects under construction or facilities undergoing enhancement and repowering may be delayed due to permitting, regulatory, interconnection and other factors.
•Our future growth depends, in part, on the successful enhancement of a number of our existing facilities.
•We rely on power transmission facilities that we do not own or control.
•Our use of joint ventures may limit our flexibility with jointly owned investments.
•Our operations could be adversely impacted by climate change and other extreme weather events.
•We could be impacted by regulatory and other responses to climate change.
•We may not be able to successfully complete acquisitions, and we may not be able to successfully integrate, or realize anticipated synergies from, companies that we have acquired and may acquire in the future.
•Competition for power purchase agreements, development sites, interconnection capacity, and skilled personnel may adversely affect our ability to grow our business or maintain favorable contract terms.
•Changes in costs and technology may significantly impact our business by making our power plants and products less competitive, resulting in our inability to sign new or recontracted PPAs for our Electricity segment and new supply and EPC contracts for our Product segment.
•Our intellectual property rights may not be adequate to protect our business.
•We may experience a cyber-incident, cyber security breach, severe natural event or physical attack on our operational networks and information technology systems.
Risks Related to Governmental Regulations, Laws and Taxation
•Our financial performance could be adversely affected by changes in the legal and regulatory environment affecting our operations.
•Pursuant to the terms of some of our PPAs with investor-owned electric utilities and publicly-owned electric utilities in states that have renewable portfolio standards, the failure to supply the contracted capacity and energy thereunder may result in the imposition of penalties.
•If any of our domestic power plants lose their current Qualifying Facility status under the U.S. Public Utility Regulatory Policies Act of 1978 (“PURPA”), or if amendments to PURPA are enacted that substantially reduce the benefits currently afforded to Qualifying Facilities, our domestic operations could be adversely affected.
•The absence of new or renewed BLM permits for solar PV projects on U.S. federal lands could impair our development activities, project pipeline and growth prospects.
•The reduction, elimination or inability to monetize government incentives and tax credits could adversely affect our business, financial condition, future results and cash flows.
•Our operations are primarily conducted through our subsidiaries, which are separate legal entities, and our ability to generate cash depends substantially on the performance of our subsidiaries and the power plants they operate, most of which are subject to restrictions and taxation on dividends and distributions.
•The costs of compliance with federal, state, local and foreign environmental laws and our ability to obtain and maintain environmental permits and governmental approvals required for development, construction and/or operation, may result in liabilities, increased costs and delays in construction (as well as fines or penalties that may be imposed upon us in the event of non-compliance with such laws or regulations).
•We could be exposed to significant liability for violations of hazardous substances laws because of the use or presence of such substances at our power plants.
•U.S. federal, state and foreign country income tax reform could adversely affect us.
31
•Litigation, legal proceedings, regulatory investigations or other administrative proceedings could expose us to significant liabilities and reputational damage that could have a material adverse effect on us.
Risks Related to Economic and Financial Conditions
•We may be unable to obtain the financing we need on favorable terms to pursue our growth strategy and any future financing we receive may be less favorable to us than our current financing arrangements.
•We have incurred substantial indebtedness that may decrease our business flexibility, access to capital, and/or increase our borrowing costs, and we may still incur substantially more debt, which may adversely affect our operations and financial results.
•Our debt obligations may adversely affect our ability to raise additional capital and will be a burden on our future cash resources, particularly if we elect to settle these obligations in cash upon conversion or upon maturity or required repurchase.
•Our foreign power plants and foreign manufacturing operations expose us to risks related to fluctuations in currency rates, which may reduce our profits from such power plants and operations.
•If our project subsidiaries default on their obligations under debt or lease financing arrangements, we may be required to make payments to the relevant debt holders, and if the collateral is foreclosed upon, we may lose certain of our power plants.
•We may experience fluctuations in the costs of construction, raw materials, commodities and drilling.
•Our commodity derivative activity may limit potential gains, increase potential losses, result in earnings volatility and involve other risks.
•We are exposed to various credit risks.
•We may not be able to obtain sufficient insurance coverage to cover damages to our assets and profitability.
Risks Related to Force Majeure
•The existence of a prolonged force majeure event or a forced outage affecting a power plant, or the transmission systems could reduce our net income.
•Threats of terrorism may impact our operations in unpredictable ways and could adversely affect our business, financial condition, future results and cash flow.
Risks Related to Ownership of our Common Stock
•Future equity issuances, including through our current or any future equity compensation plans, could result in dilution, which could cause the price of our shares of common stock to decline.
•The price of our common stock has in the past and may in the future fluctuate substantially, and your investment may decline in value.
The following discussion and analysis of our financial condition and results of operations should be read together with our condensed consolidated financial statements and related notes included elsewhere in this quarterly report and the “Risk Factors” section of our 2025 Annual Report on Form 10-K for the year ended December 31, 2025 and any updates contained herein as well as those set forth in our reports and other filings made with the SEC.
32
General
Overview
We are a leading vertically integrated company primarily engaged in the geothermal power business. We leverage our core capabilities, proprietary technologies, and global presence to expand our activities in conventional geothermal development, recovered energy generation and emerging geothermal technologies, including piloting of new EGS technologies. In addition, we are expanding into different complementary energy solutions, including stand-alone utility scale energy storage services and solar PV generation (including hybrid geothermal and solar PV as well as solar plus energy storage). Our objective is to become a leading global provider of renewable energy and to help mitigate climate change by providing reliable base-load and flexible alternatives to carbon-intensive energy sources. To support this objective, we have adopted a strategic plan focused on several key initiatives to expand our business, including advancing EGS through collaborations and pilot projects, diversifying our renewable energy offerings, and leveraging our operational expertise to drive long-term growth.
We currently conduct our business activities in three business segments:
•Electricity Segment. In the Electricity segment, we develop, build, own and operate geothermal, solar PV and recovered energy-based power plants in the United States and geothermal power plants in other countries around the world and sell the electricity they generate. In the three and six months ended June 30, 2026, we derived 70.3% and 71.4%, respectively, of our Electricity segment revenues from our operations in the United States and 29.7% and 28.6%, respectively, from the rest of the world.
•Product Segment. In the Product segment, we design, manufacture and sell equipment for geothermal and recovered energy-based electricity generation and provide services relating to the engineering, procurement and construction of geothermal and recovered energy-based power plants. In the three and six months ended June 30, 2026, we derived 5.8% and 2.1%, respectively, of our Product segment revenues from our operations in the United States and 94.2% and 97.9%, respectively, from the rest of the world.
•Energy Storage Segment. In the Energy Storage segment, we own and operate grid connected, stand alone In Front of the Meter BESS facilities, which provide capacity, energy and/or ancillary services directly to the electric grid. We operate our facilities in three main areas in the U.S., California, Texas and the East Coast (mainly in the PJM market) and generate our revenues mainly from the sale of ancillary services in the merchant market and /or tolling agreements and RA contracts. In the three and six months ended June 30, 2026, we derived all of our Energy Storage segment revenues from our operations in the United States.
Our current generating portfolio of approximately 1.8 GW includes geothermal power plants in the United States, Kenya, Guatemala, Honduras, Guadeloupe and Indonesia, as well as energy storage facilities, recovered energy generation and solar PV power plants in the United States.
Recent Developments
The most significant developments in our Company and business since January 1, 2026 are described below.
•On July 31, 2026, we successfully commenced commercial operations of our 10MW Dominica geothermal power in the Commonwealth of Dominica. The project operates under a 25-year power purchase agreement with Dominica Electricity Services Ltd. (“DOMLEC”) and delivers reliable, baseload renewable electricity to the local national grid.
•In August 2026, we decided to move forward with the development of the 100MW/400MWh Daneli project in California. The project has a full tolling agreement in place with Clean Power Alliance and is expected to come online by the end of 2028.
•In June 2026, we announced the Ormega100, a new surface power generation unit engineered to deliver higher output than currently available binary solutions. The Ormega100 is expected to accelerate our opportunity to commercialize and scale our Enhanced Geothermal System (EGS) developments, connecting subsurface development with surface power generation. The Ormega100 is engineered for the high temperatures required in EGS environments, delivering 100 MW of output in a single autonomous unit.
•In April 2026, we signed a long-term Power Purchase Agreement (“PPA”) with NV Energy for the Jersey Valley solar plus storage project, to be located in Lander County, Nevada, subject to Nevada PUC approval. The Jersey Valley project is expected to include approximately 67 MW of solar generation capacity paired with 67 MW / 268 MWh of battery energy storage. The project is expected to achieve commercial operation late in 2027 or early 2028. All output from the project is planned to be sold under the long-term, fixed-price PPA, supporting NV Energy’s clean energy objectives while providing Ormat with predictable, long-term contracted revenues.
33
•In March 2026, we closed a private offering of $1.0 billion aggregate principal amount of convertible senior notes. The offering consists of $825 million aggregate principal amount of 1.50% Series A Convertible Senior Notes due 2031 (the “Series A Notes”) and $175 million aggregate principal amount of 0.00% Series B Convertible Senior Notes due 2031 (the “Series B Notes” and, together with the Series A Notes, the “2031 Convertible Notes”). The 2031 Convertible Notes were sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).The Series A Notes will bear interest at a rate of 1.50% per year, payable semi-annually in arrears, and the Series B Notes will not bear regular interest. Both series of 2031 Convertible Notes will mature on March 15, 2031, unless earlier converted, redeemed or repurchased in accordance with their terms. Holders of the Series B Notes will have the right to require the Company to repurchase all or a portion of their 2031 Convertible Notes on March 15, 2027, at a repurchase price equal to 100% of the principal amount, plus any accrued and unpaid special interest, if any. The initial conversion price for both series reflects a premium of 30% over the Company’s common stock price at the time of pricing.
•In March 2026, we commenced commercial operations of the Shirk energy storage facility, an 80MW/320MWh Battery Energy Storage System (BESS) located in Visalia, California. The Shirk energy storage facility secures capacity under a 15-year Resource Adequacy Purchase and Sale Agreement (RA Agreement) with the City of Riverside, supporting grid reliability and helping meet California’s growing demand for flexible energy resources. The Shirk project qualifies for a 40% Investment Tax Credit (ITC), the tax benefits of which the Company monetized as part of the hybrid tax equity partnership with Morgan Stanley Renewables, Inc. that the Company announced in May 2025. This partnership supports the funding and optimization of the Company’s growing energy storage portfolio.
•In March 2026, we announced the signing and approval of amendments to the existing power purchase agreements (PPAs) with Central Coast Community Energy (3CE) and Silicon Valley Clean Energy (SVCE) for a portion of the output from the 35MW Casa Diablo-IV (CD4) geothermal power plant, part of our Mammoth geothermal complex in California. The amended agreements cover a total of 15MW of contracted capacity. The remaining output from the CD4 facility is sold to the Southern California Public Power Authority (SCPPA). The amended agreements extend the original PPAs, which were signed in 2022 and scheduled to expire in 2032, by five additional years through 2037. We believe the execution of these contracts is in line with the Company’s “blend-and-extend” strategy, aimed at proactively re-contracting existing agreements ahead of expiration while securing improved, demand-driven economics.
•In February 2026, we entered into a long-term geothermal portfolio PPA to supply up to 150MW of new geothermal capacity to support Google’s data center energy needs, through NV Energy’s Clean Transition Tariff program. The portfolio structure is expected to enable the development of multiple new geothermal projects across Nevada, with energy deliveries anticipated to commence between 2028 and 2030 as projects reach commercial operations. Per the PPA structure, the contract term begins with the first geothermal project achieving commercial operations and extends 15 years beyond the final project’s commercial operations date. The agreement and related energy supply arrangements are subject to approval by the Nevada PUC, which is expected in the second half of 2026.
•In January 2026, we acquired Hoku, a recently built operational solar-plus-storage facility on the Big Island of Hawaii, from Innergex Renewables USA LLC for total cash consideration of $79.3 million. The acquired assets include a 30MW solar PV facility paired with a 30MW/120MWh battery energy storage system, which achieved commercial operation in March 2025 and is fully operational. All output from the facility is sold under a 25-year fixed-price power purchase agreement with HECO.
•In January 2026, we made a $25 million investment in Sage Geosystems Inc. (“Sage”) as part of Sage’s Series B financing round. This investment represents an important milestone in our strategy to expand our EGS portfolio and capabilities and supports the continued development and commercialization of next-generation geothermal technology. In August 2025, we also announced the signing of a strategic commercial agreement with Sage. Under the terms of the agreement, Sage will pilot its advanced pressure geothermal technology to extract geothermal heat energy from hot dry rock at an existing Ormat power plant. This collaboration aims to significantly reduce the time needed to bring geothermal energy to market and is expected to enhance the Company’s operational efficiency while accelerating the implementation of next-generation geothermal solutions. The strategic commercial agreement was closed.
•In January 2026, we were awarded the Telaga Ranu geothermal working area concession in Indonesia following a competitive tender process. The concession is located in Halmahera, North Maluku, within one of Indonesia’s highest approved feed-in tariff zones and has the potential to support up to approximately 40MW of baseload geothermal generation capacity. This award strengthens our long-term development pipeline and supports our continued growth strategy in Indonesia.
•In January 2026, we entered into a new 20-year PPA with Switch, Inc., a leading provider of data center infrastructure, pursuant to which Switch will purchase approximately 13MW of carbon-free geothermal capacity
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from our Salt Wells geothermal power plant located near Fallon, Nevada. Under the agreement, energy deliveries are scheduled to commence in the first quarter of 2030, following the completion of a planned major upgrade to the Salt Wells facility. As part of the agreement, we also have the rights to further expand the facility’s output through the addition of an approximately 17MW solar PV facility to support the plant’s auxiliary power needs.
Trends and Uncertainties
Different trends, factors and uncertainties may impact our operations and financial condition, including many that we do not or cannot foresee. However, we believe that our results of operations and financial condition for the foreseeable future will be primarily affected by trends, factors and uncertainties discussed in our 2025 Annual Report under “Part II - Item 7 – Management Discussion and Analysis of Financial Condition and Results of Operation”, in addition to the information set forth in this quarterly report. These trends, factors and uncertainties are, from time to time, also subject to market cycles.
Revenues
For the six months ended June 30, 2026, 94.4% of our Electricity segment revenues were derived from PPAs with fixed energy rates, which are not affected by fluctuations in energy commodity prices. We have a variable price PPA in Hawaii, which provides for payments based on the local utilities’ avoided cost, which is the incremental cost that the power purchaser avoids by not having to generate such electrical energy itself or purchase it from others. In Hawaii, the prices paid for electricity pursuant to the 25MW PPA for the Puna Complex in Hawaii change primarily as a result of variations in the price of oil, as well as other commodities. In 2024, the HPUC approved a new PPA related to Puna with fixed prices, increased capacity and an extension of the term until 2052, which we expect to be in effect in 2027.
To comply with obligations under their respective PPAs, certain of our project subsidiaries are structured as special purpose, bankruptcy remote entities and their assets and liabilities are ring-fenced. Such assets are not generally available to pay our debt, other than debt at the respective project subsidiary level. However, these project subsidiaries are allowed to pay dividends and make distributions of cash flows generated by their assets to us, subject in some cases to restrictions in debt instruments, as described below.
Electricity segment revenues are also subject to seasonal variations and are affected by higher-than-average ambient temperatures, as described below under “Seasonality”. These variations became severe in recent years due to extreme weather events and in some cases cannot be forecasted.
Revenues attributable to our Product segment are based on the sale of equipment, engineering, procurement and construction contracts and the provision of various services to our customers, or as related to the Dominica project, under a BOT agreement with the Commonwealth of Dominica. Product segment revenues vary from period to period because of the timing of our receipt of purchase orders and the progress of our equipment manufacturing and execution of the relevant project.
Revenues attributable to our Energy Storage segment are generated by several grid-connected BESS facilities that we own and operate from selling energy, capacity and/or ancillary services in merchant markets like PJM Interconnect, ISO New England, ERCOT and CAISO or under tolling agreements that have fixed revenues. The revenues fluctuate over time since a large portion of such revenues are generated in the merchant markets, where price volatility is inherent. We are seeking to reduce volatility by increasing the amount of long-term tolling agreements in our portfolio. In the two solar PV plus energy storage facilities, although the solar capacity is included in the Electricity Segment portfolio, 100% of the revenues are recorded under the Energy Storage segment.
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The following table sets forth a breakdown of our revenues for the periods indicated:
| Revenue | % of Revenues for Period Indicated | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, | Three Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Increase (Decrease) | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Electricity | $ | 169,253 | $ | 159,912 | $ | 9,341 | 5.8 | % | 65.4 | % | 68.3 | % | |||||||||||||||||||||||||||||||||||||||||||||||
| Product | 46,739 | 59,612 | (12,873) | (21.6) | 18.1 | 25.5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Energy storage | 42,772 | 14,494 | 28,278 | 195.1 | 16.5 | 6.2 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 258,764 | $ | 234,018 | $ | 24,746 | 10.6 | % | 100.0 | % | 100.0 | % | |||||||||||||||||||||||||||||||||||||||||||||||
Revenue | % of Revenues for Period Indicated | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Increase (Decrease) | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Electricity | $ | 350,856 | $ | 340,153 | $ | 10,703 | 3.1 | % | 52.9 | % | 73.3 | % | |||||||||||||||||||||||||||||||||||||||||||||||
| Product | 224,122 | 91,381 | 132,741 | 145.3 | 33.8 | 19.7 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Energy storage | 87,697 | 32,246 | 55,451 | 172.0 | 13.2 | 7.0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 662,675 | $ | 463,780 | $ | 198,895 | 42.9 | % | 100.0 | % | 100.0 | % | |||||||||||||||||||||||||||||||||||||||||||||||
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The following table sets forth the geographic breakdown of the revenues attributable to our Electricity, Product and Energy Storage segments for the periods indicated:
| Revenue | % of Revenues for Period Indicated | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, | Three Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Increase (Decrease) | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Electricity Segment: | (Dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| United States | $ | 118,963 | $ | 111,417 | $ | 7,546 | 6.8 | % | 70.3 | % | 69.7 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Foreign | 50,290 | 48,495 | 1,795 | 3.7 | 29.7 | 30.3 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 169,253 | $ | 159,912 | $ | 9,341 | 5.8 | % | 100.0 | % | 100.0 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Product Segment: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| United States | $ | 2,723 | $ | 3,523 | $ | (800) | (22.7) | % | 5.8 | % | 5.9 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Foreign | 44,016 | 56,089 | (12,073) | (21.5) | 94.2 | 94.1 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 46,739 | $ | 59,612 | $ | (12,873) | (21.6) | % | 100.0 | % | 100.0 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Energy Storage Segment: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| United States | $ | 42,772 | $ | 14,494 | $ | 28,278 | 195.1 | % | 100.0 | % | 100.0 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 42,772 | $ | 14,494 | $ | 28,278 | 195.1 | % | 100.0 | % | 100.0 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Revenue | % of Revenues for Period Indicated | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Increase (Decrease) | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Electricity Segment: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| United States | $ | 250,560 | $ | 245,631 | $ | 4,929 | 2.0 | % | 71.4 | % | 72.2 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Foreign | 100,296 | 94,522 | 5,774 | 6.1 | 28.6 | 27.8 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 350,856 | $ | 340,153 | $ | 10,703 | 3.1 | % | 100.0 | % | 100.0 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Product Segment: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| United States | $ | 4,775 | $ | 6,762 | $ | (1,987) | (29.4) | % | 2.1 | % | 7.4 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Foreign | 219,347 | 84,619 | 134,728 | 159.2 | 97.9 | 92.6 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 224,122 | $ | 91,381 | $ | 132,741 | 145.3 | % | 100.0 | % | 100.0 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Energy Storage Segment: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| United States | $ | 87,697 | $ | 32,246 | $ | 55,451 | 172.0 | % | 100.0 | % | 100.0 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 87,697 | $ | 32,246 | $ | 55,451 | 172.0 | % | 100.0 | % | 100.0 | % | ||||||||||||||||||||||||||||||||||||||||||||
In the six months ended June 30, 2026 and 2025, 48.2% and 38.6% of our total revenues, respectively, were derived from foreign locations, and 36.4% and 44.7% for the three months ended June 30, 2026 and 2025, respectively. Our foreign operations had higher Electricity gross margins than our U.S. operations in each of those periods. A substantial portion of Electricity segment foreign revenues came from Kenya and to a lesser extent, from Honduras, Guadeloupe and Guatemala. Our operations in Kenya contributed disproportionately to gross profit and net income. The contribution to combined pre-tax income of our domestic and foreign operations within our Electricity segment and Product segment differ in a number of ways, as summarized below.
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Electricity Segment. Our Electricity segment domestic revenues were approximately 71.4% and 72.2% of our total Electricity segment revenues for the six months ended June 30, 2026 and 2025, respectively, and 70.3% and 69.7% for the three months ended June 30, 2026 and 2025, respectively. Our Electricity segment foreign revenues were approximately 28.6% and 27.8% of our total Electricity segment revenues for the six months ended June 30, 2026 and 2025, respectively, and 29.7% and 30.3% for the three months ended June 30, 2026 and 2025, respectively. However, domestic operations have higher costs of revenues and expenses than our foreign operations. Our foreign power plants are located in lower-cost regions, like Kenya, Guatemala, and Honduras, which favorably impact payroll, maintenance expenses and other items. Our power plants in those foreign locations are also newer than most of our domestic power plants and therefore tend to have lower maintenance costs and higher availability factors than our domestic power plants. Consequently, in the six months ended June 30, 2026 and 2025, our foreign operations of the segment accounted for 28.5% and 40.1%, respectively, of our total gross profits, 39.3% and 49.2%, respectively, of our net income (assuming the majority of corporate operating expenses and financing are recorded under our domestic jurisdiction), and 27.7% and 28.6%, respectively, of our EBITDA.
Product Segment. Our Product segment foreign revenues were approximately 97.9% and 92.6% of our total Product segment revenues for the six months ended June 30, 2026 and 2025, respectively.
Energy Storage Segment. Our Energy Storage segment domestic revenues were 100% of our total Energy Storage segment revenues for each of the three and six months ended June 30, 2026 and 2025.
Seasonality
Electricity generation from some of our geothermal power plants is subject to seasonal variations. In the winter, our power plants produce more energy primarily attributable to the lower ambient temperature, which has a favorable impact on the energy component of our Electricity segment revenues as the prices under many of our contracts are fixed throughout the year with no time-of-use impact. The prices paid for electricity under the PPAs for the Mammoth Complex and the North Brawley power plant in California, the Raft River power plant in Idaho, the Neal Hot Springs power plant in Oregon and Dixie Valley power plant in Nevada, are higher in the months of June through September. The higher payments payable under these PPAs in the summer months partially offset the negative impact on our revenues from lower generation in the summer attributable to a higher ambient temperature. As a result, we expect the revenues and gross profit in the winter months to be higher than the revenues and gross profit in the summer months and in general we expect the first and fourth quarters to generate higher revenues than the second and third quarters. In the Energy Storage segment pursuant to the Bottleneck tolling agreement, approximately 45% of the revenues are generated in the third quarter, and the rest is roughly even between the first, second and fourth quarters. In addition, we see in the last two years higher revenues during the first quarter and fourth quarter due to high merchant pricing at PJM market, although during 2026 we experienced high merchant prices in the second quarter as well.
Breakdown of Cost of Revenues
The principal cost of revenues attributable to our three segments are discussed in our 2025 Annual Report under “Part II - Item 7 – Management Discussion and Analysis of Financial Condition and Results of Operations.”
Critical Accounting Estimates and Assumptions
A comprehensive discussion of our critical accounting estimates and assumptions is included in our 2025 Annual Report under “Part II, Item 7 — Management Discussion and Analysis of Financial Condition and Results of Operations.”
New Accounting Pronouncements
See Note 2 to our condensed consolidated financial statements set forth in Item 1 of this quarterly report for information regarding new accounting pronouncements.
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Results of Operations
Our historical operating results in U.S. dollars and as a percentage of total revenues are presented below for each of the periods indicated.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Dollars in thousands, except per share data) | (Dollars in thousands, except per share data) | ||||||||||||||||||||||
| Statements of Operations Historical Data: | |||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Electricity | $ | 169,253 | $ | 159,912 | $ | 350,856 | $ | 340,153 | |||||||||||||||
| Product | 46,739 | 59,612 | 224,122 | 91,381 | |||||||||||||||||||
| Energy storage | 42,772 | 14,494 | 87,697 | 32,246 | |||||||||||||||||||
| Total Revenues | 258,764 | 234,018 | 662,675 | 463,780 | |||||||||||||||||||
| Cost of revenues: | |||||||||||||||||||||||
| Electricity | 129,121 | 121,236 | 254,865 | 241,069 | |||||||||||||||||||
| Product | 42,217 | 43,118 | 181,626 | 67,802 | |||||||||||||||||||
| Energy storage | 18,728 | 12,769 | 37,117 | 25,087 | |||||||||||||||||||
| Total cost of revenues | 190,066 | 177,123 | 473,608 | 333,958 | |||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Electricity | 40,132 | 38,676 | 95,991 | 99,084 | |||||||||||||||||||
| Product | 4,522 | 16,494 | 42,496 | 23,579 | |||||||||||||||||||
| Energy storage | 24,044 | 1,725 | 50,580 | 7,159 | |||||||||||||||||||
| Total gross profit | 68,698 | 56,895 | 189,067 | 129,822 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development expenses | 1,501 | 1,439 | 2,633 | 3,981 | |||||||||||||||||||
| Selling and marketing expenses | 5,968 | 4,370 | 11,545 | 8,542 | |||||||||||||||||||
| General and administrative expenses | 21,104 | 19,786 | 48,440 | 37,695 | |||||||||||||||||||
| Other operating income | (1,000) | (4,269) | (5,125) | (7,394) | |||||||||||||||||||
| Impairment of long-lived assets | 316 | — | 8,428 | — | |||||||||||||||||||
| Write-off of unsuccessful exploration and storage activities | 6,611 | 251 | 8,693 | 767 | |||||||||||||||||||
| Operating income | 34,198 | 35,318 | 114,453 | 86,231 | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest income | 7,071 | 1,929 | 8,501 | 3,242 | |||||||||||||||||||
| Interest expense, net | (43,938) | (36,682) | (88,931) | (71,155) | |||||||||||||||||||
| Derivatives and foreign currency transaction gains (losses) | 274 | 5,068 | (1,263) | 7,128 | |||||||||||||||||||
| Income attributable to sale of tax benefits | 16,553 | 16,251 | 33,174 | 33,822 | |||||||||||||||||||
| Other non-operating income (expense), net | 3,001 | 76 | (20,144) | 298 | |||||||||||||||||||
Income from operations before income tax and equity in earnings (losses) of investees | 17,159 | 21,960 | 45,790 | 59,566 | |||||||||||||||||||
| Income tax (provision) benefit | 9,666 | 5,466 | 25,136 | 9,261 | |||||||||||||||||||
| Equity in earnings (losses) of investees | (811) | 773 | (299) | 406 | |||||||||||||||||||
| Net income | 26,014 | 28,199 | 70,627 | 69,233 | |||||||||||||||||||
| Net income (loss) attributable to noncontrolling interest | 1,072 | (153) | 527 | (825) | |||||||||||||||||||
| Net income attributable to the Company's stockholders | $ | 27,086 | $ | 28,046 | $ | 71,154 | $ | 68,408 | |||||||||||||||
| Earnings per share attributable to the Company's stockholders: | |||||||||||||||||||||||
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| Basic: | $ | 0.44 | $ | 0.46 | $ | 1.16 | $ | 1.13 | |||||||||||||||
| Diluted: | $ | 0.43 | $ | 0.46 | $ | 1.14 | $ | 1.12 | |||||||||||||||
Weighted average number of shares used in computation of earnings per share attributable to the Company's stockholders: | |||||||||||||||||||||||
| Basic | 61,484 | 60,689 | 61,225 | 60,624 | |||||||||||||||||||
| Diluted | 62,534 | 61,019 | 62,567 | 60,973 | |||||||||||||||||||
Operating results as a percentage of total revenues:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Statements of Operations Data: | |||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Electricity | 65.4 | % | 68.3 | % | 52.9 | % | 73.3 | % | |||||||||||||||
| Product | 18.1 | 25.5 | 33.8 | 19.7 | |||||||||||||||||||
| Energy storage | 16.5 | 6.2 | 13.2 | 7.0 | |||||||||||||||||||
| Total Revenues | 100.0 | 100.0 | 100.0 | 100.0 | |||||||||||||||||||
| Cost of revenues: | |||||||||||||||||||||||
| Electricity | 76.3 | 75.8 | 72.6 | 70.9 | |||||||||||||||||||
| Product | 90.3 | 72.3 | 81.0 | 74.2 | |||||||||||||||||||
| Energy storage | 43.8 | 88.1 | 42.3 | 77.8 | |||||||||||||||||||
| Total cost of revenues | 73.5 | 75.7 | 71.5 | 72.0 | |||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Electricity | 23.7 | 24.2 | 27.4 | 29.1 | |||||||||||||||||||
| Product | 9.7 | 27.7 | 19.0 | 25.8 | |||||||||||||||||||
| Energy storage | 56.2 | 11.9 | 57.7 | 22.2 | |||||||||||||||||||
| Total gross profit | 26.5 | 24.3 | 28.5 | 28.0 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development expenses | 0.6 | 0.6 | 0.4 | 0.9 | |||||||||||||||||||
| Selling and marketing expenses | 2.3 | 1.9 | 1.7 | 1.8 | |||||||||||||||||||
| General and administrative expenses | 8.2 | 8.5 | 7.3 | 8.1 | |||||||||||||||||||
| Other operating income | (0.4) | (1.8) | (0.8) | (1.6) | |||||||||||||||||||
| Impairment of long-lived assets | 0.1 | — | 1.3 | — | |||||||||||||||||||
| Write-off of unsuccessful exploration and storage activities | 2.6 | 0.1 | 1.3 | 0.2 | |||||||||||||||||||
| Operating income | 13.2 | 15.1 | 17.3 | 18.6 | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest income | 2.7 | 0.8 | 1.3 | 0.7 | |||||||||||||||||||
| Interest expense, net | (17.0) | (15.7) | (13.4) | (15.3) | |||||||||||||||||||
| Derivatives and foreign currency transaction gains (losses) | 0.1 | 2.2 | (0.2) | 1.5 | |||||||||||||||||||
| Income attributable to sale of tax benefits | 6.4 | 6.9 | 5.0 | 7.3 | |||||||||||||||||||
| Other non-operating income (expense), net | 1.2 | — | (3.0) | 0.1 | |||||||||||||||||||
Income from operations before income tax and equity in earnings (losses) of investees | 6.6 | 9.4 | 6.9 | 12.8 | |||||||||||||||||||
| Income tax (provision) benefit | 3.7 | 2.3 | 3.8 | 2.0 | |||||||||||||||||||
| Equity in earnings (losses) of investees | (0.3) | 0.3 | 0.0 | 0.1 | |||||||||||||||||||
| Net income | 10.1 | 12.0 | 10.7 | 14.9 | |||||||||||||||||||
| Net income (loss) attributable to noncontrolling interest | 0.4 | (0.1) | 0.1 | (0.2) | |||||||||||||||||||
| Net income attributable to the Company's stockholders | 10.5 | % | 12.0 | % | 10.7 | % | 14.8 | % | |||||||||||||||
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Comparison of the Three Months Ended June 30, 2026 to the Three Months Ended June 30, 2025
Total Revenues
The table below compares revenues for the three months ended June 30, 2026 to the three months ended June 30, 2025.
| Three Months Ended June 30, | |||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||
| (Dollars in millions) | |||||||||||||||||
| Electricity segment | $ | 169.3 | $ | 159.9 | 5.8 | % | |||||||||||
| Product segment | 46.7 | 59.6 | (21.6) | ||||||||||||||
| Energy Storage segment | 42.8 | 14.5 | 195.1 | ||||||||||||||
| Total revenues | $ | 258.8 | $ | 234.0 | 10.6 | % | |||||||||||
Electricity Segment
Revenues attributable to our Electricity segment for the three months ended June 30, 2026 were $169.3 million, compared to $159.9 million for the three months ended June 30, 2025. This increase of $9.3 million was mainly attributable to: (i) $2.6 million related to the Blue Mountain power plant which was purchased in June 2025; (ii) $2.5 million related to the Olkaria power plant primarily due to an increase in generation resulting from a successful drilling of additional wells as well as lower curtailments; (iii) $3.0 million related to the Puna power plant primarily related to temporary reduction in power generation in the previous year that was caused by wellfield issues, as well as to higher avoided cost prices during the second quarter of 2026 compared to the same period in 2025; and (iv) $4.2 million related to the McGinness Hills complex, Dixie Valley and the Tungsten power plant, primarily as a result of curtailments from the transmission system operator during the second quarter of the prior year. This increase was partially offset by smaller amounts of decreases in a number of power plants across our fleet.
Power generation in our power plants increased by 3.0% from 1,747,022 MWh in the three months ended June 30, 2025 to 1,800,289 MWh in the three months ended June 30, 2026.
Product Segment
Revenues attributable to our Product segment for the three months ended June 30, 2026 were $46.7 million, compared to $59.6 million for the three months ended June 30, 2025. This decrease of $12.9 million, or 21.6%, is primarily related to the progress in our other projects and timing of when revenues are recognized during the period. During the three months ended June 30, 2026, Product revenues included projects primarily in New Zealand and Turkey, and during the three months ended June 30, 2025, projects in New Zealand and Dominica.
Energy Storage Segment
Revenues attributable to our Energy Storage segment for the three months ended June 30, 2026 were $42.8 million compared to $14.5 million for the three months ended June 30, 2025. This increase of $28.3 million is primarily related to higher energy rates at PJM storage facilities in the three months ended June 30, 2026, compared to the same period in the previous year, and related to new energy storage facilities such as Arrowleaf and Lower Rio which commenced commercial operations in December 2025 and September 2025, respectively, Hoku, which was acquired in January 2026, and Shirk which commenced commercial operations in March 2026, which contributed $7.7 million to revenues, combined.
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Total Cost of Revenues
The table below compares cost of revenues for the three months ended June 30, 2026 to the three months ended June 30, 2025.
| Three Months Ended June 30, | |||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||
| (Dollars in millions) | |||||||||||||||||
| Electricity segment | $ | 129.1 | $ | 121.2 | 6.5 | % | |||||||||||
| Product segment | 42.2 | 43.1 | (2.1) | ||||||||||||||
| Energy Storage segment | 18.7 | 12.8 | 46.7 | ||||||||||||||
| Total cost of revenues | $ | 190.1 | $ | 177.1 | 7.3 | % | |||||||||||
Electricity Segment
Total cost of revenues attributable to our Electricity segment for the three months ended June 30, 2026 was $129.1 million, compared to $121.2 million for the three months ended June 30, 2025, which represents an increase of $7.9 million, or 6.5%. This increase is primarily attributable to $1.6 million related to the Blue Mountain power plant which was purchased in June 2025, $2.5 million increase in power plant depreciation expenses as a result of our investment in our power plants, and to other smaller amount increases in certain other power plants.
Our total Electricity segment cost of revenues for the three months ended June 30, 2026 was 76.3% of Electricity segment revenues, compared to 75.8% for the three months ended June 30, 2025. The cost of revenues attributable to our international power plants for the three months ended June 30, 2026 was 18.3% of our total Electricity segment cost of revenues for this period compared to 18.0% for the same period in the prior year.
Product Segment
Total cost of revenues attributable to our Product segment for the three months ended June 30, 2026 was $42.2 million, compared to $43.1 million for the three months ended June 30, 2025, which represented a 2.1% decrease. This decrease is primarily attributable to the decrease in Product segment revenues as well as to lower profitability of projects included in the three months ended June 30, 2026 compared to those included in the three months ended June 30, 2025. As a percentage of total Product segment revenues, total cost of revenues attributable to our Product segment for the three months ended June 30, 2026, and 2025, was 90.3% and 72.3%, respectively, which results from the different profitability of the different projects included in each period.
Energy Storage Segment
Cost of revenues attributable to our Energy Storage segment for the three months ended June 30, 2026 was $18.7 million compared to $12.8 million for the three months ended June 30, 2025. This increase of $6.0 million includes an increase of $3.6 million in depreciation and amortization expenses, and is primarily related to the new energy storage facilities such as Arrowleaf and Lower Rio which commenced commercial operations in December 2025 and September 2025, respectively, Hoku, which was acquired in January 2026, and Shirk, which commenced commercial operations in March 2026, which contributed $2.4 million to cost of revenues, combined.
Research and Development Expenses, Net
Research and development expenses for the three months ended June 30, 2026 were $1.5 million, compared to $1.4 million for the three months ended June 30, 2025. The increase in research and development expenses, net, is primarily related to the timing of when we allocate resources to research and development projects.
Selling and Marketing Expenses
Selling and marketing expenses for the three months ended June 30, 2026 were $6.0 million compared to $4.4 million for the three months ended June 30, 2025. Selling and marketing expenses for the three months ended June 30, 2026 and 2025 constituted 2.3% and 1.9% of total revenues, respectively. The increase in selling and marketing expenses is primarily related to the timing of recording the related expenses.
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General and Administrative Expenses
General and administrative expenses for the three months ended June 30, 2026 were $21.1 million compared to $19.8 million for the three months ended June 30, 2025. General and administrative expenses for the three months ended June 30, 2026 and 2025 constituted 8.2% and 8.5% of total revenues, respectively.
Other Operating Income
Other operating income for the three months ended June 30, 2026 was $1.0 million compared to $4.3 million for the three months ended June 30, 2025. Other operating income for the three months ended June 30, 2025 primarily represents the non-refundable portion of the recovery of damages received from a third-party battery systems supplier as part of a previously-disclosed settlement agreement entered into in August 2024, for which contingency conditions have been met. Other operating income for the three months ended June 30, 2026 represents income recognition from services provided to Sage.
Impairment of Long-Lived Assets
Impairment of long-lived assets for the three months ended June 30, 2026 was $0.3 million compared to none for the three months ended June 30, 2025.
Write-off of Unsuccessful Exploration and Storage Activities
Write-off of unsuccessful exploration and storage activities for the three months ended June 30, 2026 was $6.6 million compared to $0.3 million for the three months ended June 30, 2025. These write-offs are primarily related to storage projects that the Company decided to no longer pursue.
Interest Income
Interest income for the three months ended June 30, 2026 was $7.1 million, compared to $1.9 million for the three months ended June 30, 2025. Interest income is primarily related to interest earned on cash and cash equivalents held by the Company during the period. The increase in interest income is attributable to higher cash deposits, period over period, originated from the proceeds of 2031 Convertible Notes.
Interest Expense, Net
Interest expense, net for the three months ended June 30, 2026 was $43.9 million, compared to $36.7 million for the three months ended June 30, 2025. This increase of $7.3 million was primarily attributable to interest expense relating to issuance of the 2031 Convertible Notes in March 2026, and loan agreements and tax monetization transactions entered into subsequently to the second quarter of 2025. This increase was partially offset by lower interest expenses on other existing loans as a result of their scheduled payments.
Derivatives and Foreign Currency Transaction Gains (Losses)
Derivatives and foreign currency transaction gains and losses for the three months ended June 30, 2026 was a gain of $0.3 million, compared to a gain of $5.1 million for the three months ended June 30, 2025. Derivatives and foreign currency transaction gains and losses primarily include gain and losses from foreign currency forward and option contracts which were not accounted for as hedge transactions, and the impact of changes in foreign currency exchange rates against the U.S. Dollar.
Income Attributable to Sale of Tax Benefits
Income attributable to the sale of tax benefits for the three months ended June 30, 2026 was $16.6 million, compared to $16.3 million for the three months ended June 30, 2025. This income primarily represents the value of PTCs and taxable income or loss generated by certain of our power plants which are allocated to investors under tax equity transactions, and to income related to the expected sale of transferable PTCs under the existing IRA regulations.
Other Non-Operating Income (Expense), Net
Other non-operating income (expense), net for the three months ended June 30, 2026 was an income of $3.0 million, compared to an income of $0.1 million for the three months ended June 30, 2025. Other non-operating income for the three months ended June 30, 2026 is primarily related to remeasurement of our SAFE investment in an unconsolidated investee under the measurement alternative accounting.
Income Taxes
Income tax benefit for the three months ended June 30, 2026 was $9.7 million compared to income tax benefit of $5.5 million for the three months ended June 30, 2025. This change primarily relates to the generation of additional investment tax
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credits, the partial reversal of the provision for uncertain tax positions, and the jurisdictional mix of earnings at differing tax rate. Our effective tax rate for the three months ended June 30, 2026 and 2025, was (56.3)% and (24.9)%, respectively. The effective rate differs from the federal statutory rate of 21% primarily due to the generation of investment tax credits.
Equity in Earnings (Losses) of Investees, Net
Equity in earnings of investees, net for the three months ended June 30, 2026 was a loss of $0.8 million, compared to earnings of $0.8 million for the three months ended June 30, 2025. Equity in earnings (losses) of investees, net is derived from our 12.75% share in the earnings or losses in the Sarulla Consortium (“Sarulla”) and our 49% share in the earnings or losses in the Ijen geothermal project.
Net Income Attributable to the Company’s Stockholders
Net income attributable to the Company’s stockholders for the three months ended June 30, 2026 was $27.1 million, compared to $28.0 million for the three months ended June 30, 2025, which represents a decrease of $1.0 million. This decrease is attributable to a decrease of $2.2 million in net income which was affected by the explanations described above, and a decrease of $1.2 million in net income attributable to noncontrolling interest, which is primarily related to the noncontrolling share in the net results of the Puna and Guadeloupe power plants.
Comparison of the Six Months Ended June 30, 2026 to the Six Months Ended June 30, 2025
Total Revenues
The table below compares revenues for the six months ended June 30, 2026 to the six months ended June 30, 2025.
| Six Months Ended June 30, | |||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||
Segment Revenues: | (Dollars in millions) | ||||||||||||||||
| Electricity segment | $ | 350.9 | $ | 340.2 | 3.1 | % | |||||||||||
| Product segment | 224.1 | 91.4 | 145.3 | ||||||||||||||
| Energy Storage segment | 87.7 | 32.2 | 172.0 | ||||||||||||||
| Total revenues | $ | 662.7 | $ | 463.8 | 42.9 | % | |||||||||||
Electricity Segment
Revenues attributable to our Electricity segment for the six months ended June 30, 2026, were $350.9 million, compared to $340.2 million for the six months ended June 30, 2025. The increase of $10.7 million in our Electricity segment revenues was mainly attributable to: (i) $5.8 million related to the Blue Mountain power plant which was purchased in June 2025; (ii) $6.9 million related to the Olkaria power plant, primarily due to an increase in generation resulting from a successful drilling of additional wells and better resource utilization; and (iii) $3.7 million related to the Dixie Valley power plant primarily as a result of reduction in curtailments from SCE. This increase was partially offset by a $3.7 million decrease in revenues related to the Heber complex due to planned maintenance work that took place in 2025. In addition, unfavorable ambient temperatures in the first half of 2026 resulted in a decline in generation and, consequently, in revenues across our power plant fleet.
Power generation in our power plants increased by 2.0% from 3,756,619 MWh in the six months ended June 30, 2025 to 3,833,361 MWh in the six months ended June 30, 2026.
Product Segment
Revenues attributable to our Product segment for the six months ended June 30, 2026 were $224.1 million, compared to $91.4 million for the six months ended June 30, 2025. This increase of $132.7 million, or 145.3%, is primarily related to: (i) the sale of the TOPP2 power plant in New Zealand for which revenues of $105.1 million were recognized in the first quarter of 2026 upon meeting all revenue recognition criteria during that quarter; and (ii) the progress in our projects which results in the timing of when revenues are recognized. During the six months ended June 30, 2026, Product revenues included projects primarily in New Zealand and Turkey, and during the six months ended June 30, 2025, Product revenues included projects primarily in New Zealand and Dominica.
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Energy Storage Segment
Revenues attributable to our Energy Storage segment for the six months ended June 30, 2026 were $87.7 million compared to $32.2 million for the six months ended June 30, 2025. The increase of $55.5 million is primarily related to higher energy rates at PJM storage facilities in the six months ended June 30, 2026, compared to the same period in the previous year and to the new energy storage facilities such as Arrowleaf and Lower Rio which commenced commercial operations in December 2025 and September 2025, respectively, Hoku, which was acquired in January 2026, and Shirk, which commenced commercial operations in March 2026, which contributed $11.9 million to revenues, combined.
Total Cost of Revenues
The table below compares cost of revenues for the six months ended June 30, 2026 to the six months ended June 30, 2025.
| Six Months Ended June 30, | |||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||
Segment Cost of Revenues: | (Dollars in millions) | ||||||||||||||||
| Electricity segment | $ | 254.9 | $ | 241.1 | 5.7 | % | |||||||||||
| Product segment | 181.6 | 67.8 | 167.9 | ||||||||||||||
| Energy Storage segment | 37.1 | 25.1 | 48.0 | ||||||||||||||
| Total cost of revenues | $ | 473.6 | $ | 334.0 | 41.8 | % | |||||||||||
Electricity Segment
Total cost of revenues attributable to our Electricity segment for the six months ended June 30, 2026 was $254.9 million, compared to $241.1 million for the six months ended June 30, 2025, which represents an increase of $13.8 million, or 5.7%. This increase is primarily attributable to (i) an increase in power plant depreciation expenses of $4.5 million, as a result of our investments in our power plants; (ii) $3.6 million related to the Blue Mountain power plant which was purchased in June 2025; (iii) $2.6 million related to the Olkaria power plant, primarily as a result of the increase in generation described above; and (iv) additional increases in lower amounts in our other power plants.
Our total Electricity segment cost of revenues for the six months ended June 30, 2026 was 72.6% of Electricity revenues, compared to 70.9% for the six months ended June 30, 2025. The cost of revenues attributable to our international power plants for the six months ended June 30, 2026 was 18.2% of our total Electricity segment cost of revenues for this period, compared to 17.6% for the same period in the prior year.
Product Segment
Total cost of revenues attributable to our Product segment for the six months ended June 30, 2026 was $181.6 million, compared to $67.8 million for the six months ended June 30, 2025, which represented a 167.9% increase. This increase was primarily attributable to the increase in Product segment revenues, including the sale of the TOPP2 power plant, as discussed above. As a percentage of total Product segment revenues, our total cost of revenues attributable to our Product segment for the six months ended June 30, 2026, and 2025, was 81.0% and 74.2%, respectively, which results from the different profitability of the different projects included in each period.
Energy Storage Segment
Cost of revenues attributable to our Energy Storage segment for the six months ended June 30, 2026 was $37.1 million compared to $25.1 million for the six months ended June 30, 2025. This increase of $12.0 million includes an increase of $6.0 million in depreciation and amortization expenses, and is primarily related to the new energy storage facilities such as Arrowleaf and Lower Rio which commenced commercial operations in December 2025 and September 2025, respectively, Hoku, which was acquired in January 2026, and Shirk, which commenced commercial operations in March 2026, which contributed $4.6 million to cost of revenues, combined.
Research and Development Expenses, Net
Research and development expenses for the six months ended June 30, 2026 were $2.6 million, compared to $4.0 million for the six months ended June 30, 2025. The decrease in research and development expenses is mainly attributable to the timing of when we allocate resources to research and development projects.
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Selling and Marketing Expenses
Selling and marketing expenses for the six months ended June 30, 2026 were $11.5 million compared to $8.5 million for the six months ended June 30, 2025. Selling and marketing expenses for the six months ended June 30, 2026 constituted 1.7% of total revenues, compared to 1.8% for the six months ended June 30, 2025.
General and Administrative Expenses
General and administrative expenses for the six months ended June 30, 2026 were $48.4 million compared to $37.7 million for the six months ended June 30, 2025. The increase of $10.7 million in general and administrative expenses is primarily attributable to: (i) an increase in employee-related costs of $2.5 million, including an increase of $0.7 million of stock-based compensation; (ii) the settlement agreement amount related to the previously-disclosed lawsuit, which was recorded in the first quarter of 2026, compared to $0.9 million related to a different legal settlement which was included in the same period of the previous year; and (iii) timing of cost of services provided, primarily from professional service providers.
Other Operating Income
Other operating income for the six months ended June 30, 2026 was $5.1 million compared to $7.4 million for the six months ended June 30, 2025. Other operating income primarily represents the non-refundable portion of the recovery of damages received from a third-party battery systems supplier as part of a settlement agreement entered into in August 2024, for which contingency conditions have been met. Other operating income for the six months ended June 30, 2026 also includes income recognition from services provided to Sage.
Impairment of Long-Lived Assets
Impairment of long-lived assets for the six months ended June 30, 2026 was $8.4 million compared to none for the six months ended June 30, 2025. Impairment of long-lived assets for in 2026 is primarily related to the Pomona 1 battery energy storage facility. During the first quarter of 2026, the Company approved a project to construct the new Pomona 3 storage facility which will replace the existing Pomona 1 storage facility. The Pomona 1 storage facility is scheduled for demolishing in late 2026 to facilitate the construction of the new storage facility.
Write-off of Unsuccessful Exploration and Storage Activities
Write-off of unsuccessful exploration and storage activities for the six months ended June 30, 2026 was $8.7 million, compared to $0.8 million for the six months ended June 30, 2025. These write-offs are related to accumulated costs of geothermal exploration and storage projects that the Company decided to no longer pursue.
Interest Income
Interest income for the six months ended June 30, 2026, was $8.5 million, compared to $3.2 million for the six months ended June 30, 2025. Interest income is primarily related to interest earned on cash and cash equivalents held by the Company during the period. The increase in interest income is primarily related to the higher cash deposits, period over period, originated from the proceeds of the 2031 Convertible Notes.
Interest Expense, Net
Interest expense, net for the six months ended June 30, 2026 was $88.9 million, compared to $71.2 million for the six months ended June 30, 2025. This increase of $17.8 million is primarily attributable to interest expenses relating to loan agreements and tax monetization transactions entered into during, or subsequent to, the six months ended June 30, 2025, including the issuance of the 2031 Convertible Notes in March 2026. This increase was partially offset by lower interest expenses on other long-term loans as a result of regular principal payments.
Derivatives and Foreign Currency Transaction Gains (Losses)
Derivatives and foreign currency transaction gains and losses for the six months ended June 30, 2026 was a loss of $1.3 million, compared to a gain of $7.1 million for the six months ended June 30, 2025. Derivatives and foreign currency transaction gains and losses primarily includes losses from foreign currency forward and option contracts which were not accounted for as hedge transactions, and the impact of changes in foreign currency exchange rates against the U.S. Dollar.
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Income Attributable to Sale of Tax Benefits
Income attributable to the sale of tax benefits for the six months ended June 30, 2026 was $33.2 million, compared to $33.8 million for the six months ended June 30, 2025. This income primarily represents the value of PTCs and taxable income or loss generated by certain of our power plants which are allocated to investors under tax equity transactions, and to income related to the expected sale of transferable production tax credits under the IRA regulations.
Other Non-Operating Income (Expense), Net
Other non-operating income (expense), net for the six months ended June 30, 2026 was $(20.1) million, compared to $0.3 million for the six months ended June 30, 2025. Other non-operating income for the six months ended June 30, 2026 is primarily related to the induced conversion expense of $34.4 million resulting from the repurchase of the 2027 Convertible Notes, offset primarily by a bargain purchase gain of $9.6 million related to the purchase transaction of the Hoku storage and solar facility, and to the remeasurement of our SAFE investment in an unconsolidated investee under the measurement alternative accounting.
Income Taxes
Income tax benefit for the six months ended June 30, 2026 was $25.1 million compared to income tax benefit of $9.3 million for the six months ended June 30, 2025. This change primarily relates to the generation of additional investment tax credits, the change in “Income from operations before income tax and equity in earnings of investees”, and the jurisdictional mix of earnings at differing tax rates. Our effective tax rate for the six months ended June 30, 2026 and 2025, was (54.9)% and (15.5)%, respectively.
Equity in Earnings (Losses) of Investees, Net
Equity in earnings and losses of investees, net for the six months ended June 30, 2026 was losses of $0.3 million, compared to earnings of $0.4 million for the six months ended June 30, 2025. Equity in earnings and losses of investees, net is mainly derived from our 12.75% share in the earnings or losses in the Sarulla consortium and our 49% share in the earnings or losses from the Ijen geothermal project. The change in equity in earnings of investees is directly related to the changes in net income generated by these investees.
Net Income Attributable to the Company’s Stockholders
Net income attributable to the Company’s stockholders for the six months ended June 30, 2026 was $71.2 million, compared to $68.4 million for the six months ended June 30, 2025, which represents an increase of $2.7 million. This increase was attributable to the increase of $1.4 million in net income which was affected by the explanations described above, as well as a decrease of $1.4 million in net income attributable to noncontrolling interest, which is primarily related to the noncontrolling share in the net results of the Puna and Guadeloupe power plants.
Liquidity and Capital Resources
Our principal sources of liquidity have been derived from cash flows from operations, proceeds from third party debt such as borrowings under our credit facilities, private or public offerings and issuances of debt or equity securities, project financing and tax monetization transactions, short term borrowing under our lines of credit, and proceeds from the sale of equity interests in one or more of our projects. We have utilized this cash to develop and construct power plants, fund our acquisitions, pay down existing outstanding indebtedness, and meet our other cash and liquidity needs.
As of June 30, 2026, we had access to (i) $513.7 million in cash and cash equivalents, of which $179.8 million is held by our foreign subsidiaries; and (ii) $377.3 million of unused corporate borrowing capacity under existing committed lines for credit and letters of credit with different commercial banks.
Our estimated capital needs for the remainder of 2026 include $449.0 million for capital expenditures on new projects under development or construction including energy storage projects, exploration activity and maintenance capital expenditures for our existing projects. In addition, $133.7 million will be needed for long-term debt repayment.
We expect to finance these requirements with: (i) the sources of liquidity described above; (ii) positive cash flows from our operations; and (iii) future project financings and re-financings (including construction loans and tax equity transactions). Management believes that, based on the current stage of implementation of our strategic plan, the sources of liquidity and capital resources described above will address our anticipated liquidity, capital expenditures, and other investment requirements.
As of June 30, 2026, we continue to maintain our assertion to no longer indefinitely reinvest foreign funds held by our foreign subsidiaries, and have accrued the incremental foreign withholding taxes. Accordingly, during the six months ended
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June 30, 2026, we included a foreign income tax expense of $0.3 million related to foreign withholding taxes on accumulated earnings of all of our foreign subsidiaries.
As further described under Note 1 to the condensed consolidated financial statements, the Company entered into the new indenture agreements during the six months ended June 30, 2026 for the issuance of $1.0 billion of convertible senior notes due March 15, 2031.
Letters of Credits Under Credit Agreements
Some of our customers require our project subsidiaries to post letters of credit in order to guarantee their respective performance under relevant contracts. We are also required to post letters of credit to secure our obligations under various leases and licenses and may, from time to time, decide to post letters of credit in lieu of cash deposits in reserve accounts under certain financing arrangements. In addition, our subsidiary, Ormat Systems, is required from time to time to post performance letters of credit in favor of our customers with respect to orders of products.
| Credit Agreements | Amount Issued | Issued and Outstanding as of June 30, 2026 | Termination Date | |||||||||||
| (Dollars in millions) | 377.3 | |||||||||||||
| Committed lines for credit and letters of credit | $ | 533.0 | $ | 155.7 | October 2026 - June 2028 | |||||||||
| Committed lines for letters of credit | 210.0 | 86.2 | October 2026 - August 2027 | |||||||||||
| Non-committed lines | — | 35.9 | July 2026 - October 2026 | |||||||||||
| Total | $ | 743.0 | $ | 277.8 | ||||||||||
Restrictive Covenants
Our obligations under the credit agreements, the loan agreements, and the trust instrument governing the bonds described above, are unsecured, but we are subject to a negative pledge in favor of the banks and the other lenders and certain other restrictive covenants. These include, among other things, restraints on: (i) creating any floating charge or any permanent pledge, charge or lien over our assets without obtaining the prior written approval of the lender; (ii) guaranteeing the liabilities of any third party without obtaining the prior written approval of the lender; and (iii) selling, assigning, transferring, conveying or disposing of all or substantially all of our assets, or a change of control in our ownership structure. Some of the credit agreements, the term loan agreements, and the trust instrument contain cross-default provisions with respect to other material indebtedness owed by us to any third party. In some cases, we have agreed to maintain certain financial ratios, which are measured quarterly, such as: (i) equity of at least $750 million and in no event less than 25% of total assets; and (ii) 12-month debt, net of cash, cash equivalents, and short-term bank deposits to Adjusted EBITDA ratio not to exceed 6. As of June 30, 2026: (i) total equity was $2,734.1 million and the actual equity to total assets ratio was 40.3% and (ii) the 12-month debt, net of cash, cash equivalents, to Adjusted EBITDA ratio was 4.26. During the six months ended June 30, 2026, we distributed interim dividends in an aggregate amount of $14.7 million. The failure to perform or observe any of the covenants set forth in such agreements, subject to various cure periods, would result in the occurrence of an event of default and would enable the lenders to accelerate all amounts due under each such agreement.
As described above, we are currently in compliance with our covenants with respect to the credit agreements, the loan agreements and the trust instrument (except as described below), and believe that the restrictive covenants, financial ratios and other terms of any of our full-recourse bank credit agreements will not materially impact our business plan or operations.
As of June 30, 2026, we did not meet the dividend distribution criteria related to the DAC 1 Senior Secured Notes which resulted in certain equity distribution restrictions from this related subsidiary. As of June 30, 2026, the amount restricted for distribution by this subsidiary was $1.3 million. Additionally, as of June 30, 2026, we were not in compliance with the OFC 2 Senior Secured Notes due to a certain administrative noncompliance issue under the loan agreement. Debt service payments are made regularly and financial covenants are in compliance. We are currently discussing with the lender on finalizing a waiver to rectify the issue. As of June 30, 2026, the amount restricted for distribution due to this matter was $33.2 million. There were no restrictions on the retained earnings or net income of Ormat Technologies, Inc., as the parent company, in respect of these matters, as of June 30, 2026.
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Future minimum payments
Future minimum cash payments under long-term obligations (including long-term debt, lease obligations and financing liability), as of June 30, 2026, are as follows:
| (Dollars in thousands) | |||||
| Year ending December 31: | |||||
| 2026 | $ | 153,209 | |||
| 2027 | 525,026 | ||||
| 2028 | 364,451 | ||||
| 2029 | 341,125 | ||||
| 2030 | 236,736 | ||||
| Thereafter | 1,877,760 | ||||
| Total | $ | 3,498,307 | |||
Third-Party Debt
Our third-party debt consists of (i) non-recourse and limited-recourse project finance debt or acquisition financing debt that we or our subsidiaries have obtained for the purpose of developing and constructing, refinancing or acquiring our various projects; (ii) full-recourse debt incurred by us or our subsidiaries for general corporate purposes; (iii) financing liability related to the business combination purchase transaction of the Terra-Gen geothermal assets; (iv) convertible notes; (v) commercial paper; and (vi) short term revolving credit lines with banks which may be drawn as needed.
Non-Recourse, Limited-Recourse, Full-Recourse Third-Party Debt, Financial Liability and Convertible Notes
Loan | Amount Outstanding as of June 30, 2026 | Interest Rate Range | Maturity Date | ||||||||
(Dollars in millions) | |||||||||||
Limited and non-recourse loans: fixed rate | $ | 787.6 | 2.4% - 7.0% | June-30 - July-47 | |||||||
Full recourse loans: | |||||||||||
Fixed-rate | 724.6 | 2.9% - 7.9% | January-28- February-33 | ||||||||
Variable-rate | 391.1 | 6.0% - 6.1% | September-28 - November-34 | ||||||||
Financing liability (1) | 213.8 | 6.0% | June-38 | ||||||||
2027 Convertible Notes (2) (#) | 190.6 | 2.5% | July-27 | ||||||||
Series A Convertible Notes (2) | 825.0 | 1.5% | March-31 | ||||||||
Series B Convertible Notes (2) | 175.0 | 0.0% | March 2031 (*) | ||||||||
(#) In connection with the 2027 Convertible Notes, the price of the Company's common stock for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the second quarter of 2026, was greater than or equal to 130% of the conversion price on each applicable trading day, allowing holders of the 2027 Convertible Notes to convert all or any portion of their 2027 Convertible Notes at their option prior to the original maturity date.
(*) Holders of the Series B Notes may require the Company to repurchase their Series B Notes for cash on March 15, 2027.
(1) Financing Liability
The financing liability is related to the sale and lease back transaction of the Dixie Valley power plant which was acquired as part of the business combination transaction of the Terra-Gen geothermal assets in July 2021. The financing liability bears a fixed interest rate of 6.0% per annum, principal and interest are payable semi-annually, and it matures in June 2038.
(2) Convertible Notes
The 2027 Convertible Notes were issued in June 2022 in a single series of a $431.3 million aggregate principal amount. The 2027 Convertible Notes bear annual interest at a rate of 2.5%, payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2023. The 2027 Convertible Notes mature on July 15, 2027, unless earlier converted,
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redeemed or repurchased. In July 2024, the Company issued an additional $45.2 million aggregate principal amount of its 2.50% 2027 Convertible Notes.
The 2031 Convertible Notes, including the Series A Notes and the Series B Notes, were issued in March 2026. We issued $825 million aggregate principal amount of Series A Notes and $175 million aggregate principal amount of Series B Notes. The Series A Notes bear interest at a rate of 1.50% per year, payable semi-annually in arrears, and the Series B Notes will not bear regular interest. Both series of 2031 Convertible Notes will mature on March 15, 2031, unless earlier converted, redeemed or repurchased. Holders of the Series B Notes will have the right to require the Company to repurchase all or a portion of their 2031 Convertible Notes on March 15, 2027, at a repurchase price equal to 100% of the principal amount, plus any accrued and unpaid special interest, if any.
Short-term Commercial Paper
In October 2023, the Company completed the issuance of the commercial paper in the aggregate amount of $73.2 million, and subsequently on December 11, 2023, the Company issued an additional amount of $26.8 million, under the same terms of the commercial paper framework agreement (together, the “Commercial Paper”). The Commercial Paper was issued for a period of 90 days and extends automatically for additional 90-day periods for up to five years, unless the Company notifies the participants otherwise or a notice of termination is provided by the participants in accordance with the provisions of the Commercial Paper agreement. The Commercial Paper bears an annual interest of three months SOFR +1.1% which is paid at the end of each 90-day period. As of June 30, 2026, the rate was 4.7%, and the aggregate outstanding amount of the Commercial Paper is $100.0 million.
Dividends
The Company has declared and distributed quarterly dividends of $0.12 per share during the past two years.
Historical Cash Flows
The following table sets forth the components of our cash flows for the periods indicated:
| Six Months Ended June 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| (Dollars in thousands) | ||||||||||||||
| Net cash provided by operating activities | $ | 129,192 | $ | 184,907 | ||||||||||
| Net cash used in investing activities | (262,634) | (432,426) | ||||||||||||
| Net cash provided by financing activities | 511,562 | 246,930 | ||||||||||||
| Translation adjustments on cash and cash equivalents | (840) | 881 | ||||||||||||
| Net change in cash and cash equivalents and restricted cash and cash equivalents | $ | 377,280 | $ | 292 | ||||||||||
For the Six Months Ended June 30, 2026
Net cash provided by operating activities for the six months ended June 30, 2026 was $129.2 million, compared to $184.9 million for the six months ended June 30, 2025, representing a decrease of $55.7 million. Net cash provided by operating activities for the six months ended June 30, 2026 was primarily attributable to net income of $70.6 million, adjusted for certain non-cash items such as depreciation and amortization, write-offs of long-lived assets and unsuccessful exploration activities, income attributable to the sale of tax benefits, bargain purchase gain and deferred income tax provision, among others, and primarily by: (i) a net decrease in accounts payable and accrued expenses of $21.4 million as a result of the timing of payments to our suppliers; (ii) a net change of $24.5 million in the short and long-term costs and estimated earnings in excess of billings on uncompleted contracts and short-term billings in excess of costs and estimated earnings on uncompleted contracts, as a result of the timing of billing to our customers; (iii) a net increase in trade receivables of $12.3 million, due to the timing of collection from our customers; and (iv) a $24.8 million gain from the sale of the TOPP2 power plant. This was partially offset by: (i) $34.4 million expense related to the induced conversion of the 2027 Convertible Notes; (ii) a net decrease of $0.3 million in prepaid expenses and other related to timing of payments; and (iii) a net increase in inventories of $0.6 million, primarily related to the timing of allocating costs to projects under construction. Net cash provided by operating activities for the six months ended June 30, 2025 was primarily attributable to net income of $69.2 million for the period, adjusted for certain non-cash items, such as depreciation and amortization, income attributable to the sale of tax benefits, and deferred income tax provision, among others, and primarily by: (i) a net change of $29.4 million in the short-term costs and estimated earnings in excess of billings on uncompleted contracts and short-term billings in excess of costs and estimated earnings on uncompleted contracts, as a result of the timing of billing to our customers; and (ii) a net decrease in trade receivables of $15.9 million, due to the timing of collection from our customers. This was partially offset by: (i) a net increase of $29.4 million in the long-term costs and estimated earnings in excess of billings on uncompleted contracts related
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to the Dominica project; (ii) a net decrease in accounts payable and accrued expenses of $18.2 million as a result of the timing of payments to our suppliers; and (iii) a net increase in inventories of $6.8 million, primarily related to the timing of allocating costs to projects under construction.
Net cash used in investing activities for the six months ended June 30, 2026 was $262.6 million, compared to $432.4 million for the six months ended June 30, 2025. The principal factors that affected our net cash used in investing activities during the six months ended June 30, 2026, and 2025 were: (i) capital expenditures of $251.8 million during the six months ended June 30, 2026, compared to $327.4 million, in the same period of the prior year, primarily for our facilities under construction that support our growth plan; (ii) cash paid for the business acquisition of the Hoku solar and storage facility of $78.3 million in the six months ended June 30, 2026, compared to $88.7 million cash paid for the Blue Mountain power plant acquisition in the six months ended June 30, 2025; and (iii) $25.6 million cash paid as investment in unconsolidated companies in the six months ended June 30, 2026, compared to $16.3 million for the six months ended June 30, 2025. Additionally, for the six months ended June 30, 2026, cash flow from investing activities included $93.1 million in proceeds from the sale of the TOPP2 power plant as further described under note 1 to the condensed consolidated financial statements.
Net cash provided by financing activities for the six months ended June 30, 2026 was $511.6 million, compared to $246.9 million for the six months ended June 30, 2025. The principal factors that affected the net cash provided by financing activities during the six months ended June 30, 2026 were: (i) net proceeds of $976.1 million from issuance of the 2031 Convertible Notes; (ii) proceeds of $50.8 million from tax monetization transactions; (iii) net proceeds of $84.2 million from long-term loans; and (iii) cash received from noncontrolling interest in the amount of $5.5 million. These cash inflows were partially offset by: (i) partial prepayment of the 2027 Convertible Notes of $310.9 million; (ii) net cash paid for revolving credit lines with banks of $80.0 million; (iii) scheduled repayments of long-term debt in the amount of $158.1 million; (iv) purchase of treasury stock of $24.4 million; (v) cash paid in relation to debt issuance and line of credit transactions of $13.3 million; (vi) cash dividend payment of $14.7 million; and (vii) cash paid to noncontrolling interest of $2.6 million . The principal factors that affected our net cash provided by financing activities during the six months ended June 30, 2025 were: (i) net proceeds of $299.3 million from long-term loans entered into during the first half of 2025; (ii) net cash received from revolving credit lines with banks of $96.5 million; and (iii) cash received from noncontrolling interest in the amount of $10.3 million. These cash inflows were partially offset by: (i) scheduled repayments of long-term debt in the amount of $136.8 million; (ii) cash paid in relation to debt issuance transactions of $9.0 million, (iii) cash dividend payment of $14.6 million; and (iv) a cash paid to noncontrolling interest of $3.3 million.
Non-GAAP Measures: EBITDA and Adjusted EBITDA
We calculate EBITDA as net income before interest, taxes, depreciation, amortization and accretion. We calculate Adjusted EBITDA as net income before interest, taxes, depreciation, amortization and accretion, adjusted for (i) mark-to-market gains or losses from accounting for derivatives not designated as hedging instruments; (ii) stock-based compensation, (iii) merger and acquisition transaction costs; (iv) gain or loss from extinguishment of liabilities; (v) cost related to a settlement agreement; (vi) non-cash impairment charges; (vii) write-off of unsuccessful exploration and storage activities; (viii) allowance for bad debts; and (ix) other unusual or non-recurring items. We adjust for these factors as they may be non-cash, unusual in nature and/or are not factors used by management for evaluating operating performance. We believe that presentation of these measures will enhance an investor’s ability to evaluate our financial and operating performance. EBITDA and Adjusted EBITDA are not measurements of financial performance or liquidity under accounting principles generally accepted in the United States, or U.S. GAAP, and should not be considered as an alternative to cash flow from operating activities or as a measure of liquidity or an alternative to net earnings as indicators of our operating performance or any other measures of performance derived in accordance with U.S. GAAP. Our Board of Directors and senior management use EBITDA and Adjusted EBITDA to evaluate our financial performance. However, other companies in our industry may calculate EBITDA and Adjusted EBITDA differently than we do.
Net income for the three and six months ended June 30, 2026 was $26.0 million and $70.6 million, respectively, compared to $28.2 million and $69.2 million, for the three and six months ended June 30, 2025, respectively.
Adjusted EBITDA for the three and six months ended June 30, 2026 was $143.9 million and $338.8 million, respectively, compared to $134.6 million and $284.9 million, for the three and six months ended June 30, 2025, respectively.
The following table reconciles net income to EBITDA and Adjusted EBITDA for the three and six months period ended June 30, 2026 and 2025:
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| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||
| Net income | $ | 26,014 | $ | 28,199 | $ | 70,627 | $ | 69,233 | |||||||||||||||
| Adjusted for: | |||||||||||||||||||||||
Interest expense, net (including interest income and amortization of deferred financing costs) | 36,867 | 34,753 | 80,430 | 67,913 | |||||||||||||||||||
| Income tax provision (benefit) | (9,666) | (5,466) | (25,136) | (9,261) | |||||||||||||||||||
Adjustment to investment in unconsolidated companies: our proportionate share in interest expense, tax and depreciation and amortization in Sarulla and Ijen | 3,570 | 3,856 | 7,060 | 7,277 | |||||||||||||||||||
| Depreciation, amortization and accretion | 77,158 | 70,676 | 151,501 | 139,832 | |||||||||||||||||||
| EBITDA | $ | 133,943 | $ | 132,017 | $ | 284,483 | $ | 274,994 | |||||||||||||||
Mark-to-market (gains) or losses of derivative instruments | (977) | (3,343) | (791) | (2,404) | |||||||||||||||||||
| Stock-based compensation | 6,244 | 4,621 | 10,968 | 9,533 | |||||||||||||||||||
| Allowance for bad debts | 1 | 25 | 668 | 51 | |||||||||||||||||||
Induced conversion expense in connection with the issuance of the 2031 Convertible Notes | 761 | — | 34,413 | — | |||||||||||||||||||
| Impairment of long-lived assets | 316 | — | 8,428 | — | |||||||||||||||||||
| Merger and acquisition transaction costs | 669 | 1,009 | 1,432 | 1,009 | |||||||||||||||||||
Bargain purchase gain | — | — | (9,616) | — | |||||||||||||||||||
Settlement agreement expenses and other | (3,618) | — | 168 | 900 | |||||||||||||||||||
| Write-off of unsuccessful exploration and storage activities | 6,611 | 251 | 8,693 | 767 | |||||||||||||||||||
| Adjusted EBITDA | $ | 143,950 | $ | 134,581 | $ | 338,846 | $ | 284,850 | |||||||||||||||
EBITDA and Adjusted EBITDA include our proportionate share (12.75% and 49%) of Sarulla's and Ijen’s EBITDA and Adjusted EBITDA, respectively. As of June 30, 2026, the outstanding carrying value of long-term debt owed by SOL and Ijen, our unconsolidated investments, was $616.2 million, and $142.5 million, respectively, in which our proportionate share was $78.6 million, and $69.8 million, respectively.
Capital Expenditures
Our capital expenditures primarily relate to: (i) the development and construction of new power plants, (ii) the enhancement of our existing power plants; and (iii) investment in activities under our strategic plan.
The following is an overview of projects that are fully released for construction:
Zunil Upgrade (Guatemala). We are expanding the Zunil geothermal power plant in Guatemala to add 5MW of additional capacity. We are planning to sell the electricity generated under the existing PPA with the local utility, Instituto Nacional de Electrificación or “INDE”. Construction has been completed and drilling was delayed.
Bouillante Repowering (Guadeloupe). We are currently in the process of upgrading the Bouillante project and planning to install a new Ormat energy converter that will add net capacity of 10MW. Construction is progressing and the PPA was signed. We expect commercial operation in the fourth quarter of 2026.
Stillwater Upgrade (U.S.). We are upgrading the power plant that was purchased in January 2024 to add 5MW. The upgrade has been completed with a partial 2MW contribution to the power plant. We expect the rest of the MW to contribute in Q1 2027.
Salt Wells Upgrade (U.S.). We are upgrading the power plant that was purchased in January 2024 to add 5MW. Construction is ongoing and we expect commercial operation in the third quarter of 2026.
Blue Mountain Upgrade (U.S.). We are upgrading the power plant that was purchased in June 2025 to add 3.5MW. Engineering and procurement is ongoing and commercial operation is expected to start in the first half of 2027.
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Heber Complex (U.S.) We are currently in the process of upgrading the Heber complex. We are planning to add a new 23MW power plant and increase the output of our current operating power plants by an additional 4MW. Engineering, procurement and manufacturing is ongoing and we expect commercial operation in the second half of 2027.
Lone Mountain (U.S.). We are developing a 30MW geothermal power plant in Nevada. Engineering and procurement commenced and we expect commercial operation at the end of 2027 or early 2028.
In addition, we are in the process of repowering the Puna power plant and working to add new Solar facilities to support the geothermal auxiliaries in MGH, Blue Mountain, and Heber complex.
In the Energy Storage segment, we are currently in the process of constructing several facilities as detailed below:
| Project Name | Size | Location | Customer | Expected COD | ||||||||||
| Bird Dog | 60MW/120MWh | CA | SDCP | Q3 2026 | ||||||||||
Jersey Valley Solar plus Storage | 67MW/268MWh | NV | NV Energy | 2027/2028 | ||||||||||
Griffith | 100MW/400MWh | CA | TBD | 2028 | ||||||||||
| Israel High Voltage (*) - Rosh Pina | 75MW/300MWh | Israel | Israeli Electricity Authority | 2028 | ||||||||||
| Israel High Voltage (*) - Bet Alpha | 75MW/300MWh | Israel | Israeli Electricity Authority | 2028 | ||||||||||
| Bror Hail | 20MW/100MWh | Israel | Israeli Electricity Authority | 2028 | ||||||||||
| Denali | 100MW/400MWh | CA | Clean Power Alliance | 2028 | ||||||||||
(*) Represents our share of two projects, which are joint ventures.
We have budgeted approximately $1,172.0 million in capital expenditures for the construction of new projects and enhancements to our existing power plants in the Electricity segment, of which we had invested $310.0 million as of June 30, 2026. We expect to invest approximately $178.0 million in the rest of 2026 and the remaining amount of approximately $684.0 million thereafter.
In addition, we estimate approximately $271.0 million in additional capital expenditures in 2026 to be allocated as follows: (i) approximately $78.0 million for the exploration, drilling and development of new projects and enhancements of existing power plants that are not yet released for full construction; (ii) approximately $25.0 million for maintenance capital expenditures for our operating power plants; (iii) approximately $20 million related to our EGS activities; (iv) approximately $129.0 million for the construction and development of energy storage projects; (iv) approximately $10 million related to business development activities; and (v) approximately $9.0 million for enhancements to our production facilities.
In the aggregate, we estimate our total capital expenditures for the rest of 2026 to be approximately $449.0 million.
Exposure to Market Risks
Based on current conditions, we believe that we have sufficient financial resources to fund our activities and execute our business plans. However, due to various factors (including those discussed in “—General—Trends and Uncertainties” in this quarterly report and in the same section of Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 Annual Report), the cost of obtaining financing for our project needs may increase significantly or such financing may be difficult to obtain.
We, like other power plant operators, are exposed to electricity price volatility risk. Our exposure to such market risk is currently limited because the majority of our long-term PPAs have fixed or escalating rate provisions that limit our exposure to changes in electricity prices, except for the 25 MW PPA for the Puna complex. Our energy storage projects sell primarily on a "merchant" basis and are exposed to changes in the electricity market prices. The prices paid for electricity pursuant to the 25MW PPA for the Puna complex in Hawaii change primarily as a result of variations in the price of oil as well as other commodities. Accordingly, our revenues from this power plant may fluctuate. In 2024, the HPUC approved a new PPA related to Puna with fixed prices, increased capacity and an extension of the term until 2052, which we expect to be in effect in early 2027.
As of June 30, 2026, 88.2% of our consolidated long-term debt was at fixed interest rates, and therefore not subject to interest rate volatility risk. During the six months ended June 30, 2026, we issued the 2031 Convertible Notes of which Series
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A bears a fixed annual interest rate of 1.5% and Series B bears an interest rate of 0.0%. Our short-term commercial paper, which was issued on October 23, 2023, bears an annual interest rate of three months SOFR plus 1.1%, therefore presenting an exposure to interest rate volatility. The outstanding amount of the short-term commercial paper as of June 30, 2026 was $100.0 million.
Our cash equivalents are subject to interest rate risk. We currently maintain our surplus cash in short-term, interest-bearing bank deposits, money market funds, corporate bonds and debt securities available for sale (with a minimum investment grade rating of A+ by Standard & Poor’s Ratings Services).
We are also exposed to foreign currency exchange risk, in particular the fluctuation of the U.S. dollar versus the New Israeli Shekel ("NIS") in Israel, the Euro in Guadeloupe, and the New Zealand Dollar with respect to our operations there. Risks attributable to fluctuations in currency exchange rates can arise when we, or any of our foreign subsidiaries, borrow funds or incur operating or other expenses in one type of currency but receive revenues in another. In such cases, an adverse change in exchange rates can reduce such subsidiary’s ability to meet its debt service obligations, reduce the amount of cash and income we receive from such foreign subsidiary, or increase such subsidiary’s overall expenses. In Kenya, the tax related asset and liability are recorded in Kenyan Shillings ("KES"), therefore, any change in the exchange rate in the KES versus the U.S. dollar has an impact on our financial results. Risks attributable to fluctuations in the foreign currency exchange rates can also arise when the currency denomination of a particular contract is not the U.S. dollar. Substantially all of our PPAs in the international markets are either U.S. dollar-denominated or linked to the U.S. dollar except for our operations on Guadeloupe, where we own and operate the Bouillante power plant which sells its power under a Euro-denominated PPA with Électricité de France S.A. Our construction contracts from time to time contemplate costs which are incurred in local currencies. The way we often mitigate such risk is to receive part of the proceeds from the contract in the currency in which the expenses are incurred. Currently, we have forward, option and cross-currency swap contracts in place to reduce our NIS/U.S. dollar currency exposure related to our Senior Unsecured Bonds - Series 4, as detailed below, and expect to continue to use currency exchange and other derivative instruments to the extent we deem such instruments to be the appropriate tool for managing such exposure.
On July 1, 2020, we concluded an auction tender and accepted subscriptions for senior unsecured bonds comprised of NIS 1.0 billion aggregate principal amount (the “Senior Unsecured Bonds - Series 4”). The Senior Unsecured Bonds - Series 4 were issued in New Israeli Shekels and converted to approximately $290 million using a cross-currency swap transaction shortly after the completion of such issuance.
We performed a sensitivity analysis on the fair values of our long-term debt obligations, commercial paper and foreign currency exchange forward and option contracts. The foreign currency exchange forward and option contracts listed below principally relate to trading activities. The sensitivity analysis involved increasing and decreasing forward and spot rates at June 30, 2026 and December 31, 2025 by a hypothetical 10% and calculating the resulting change in the fair values.
At this time, the development of our strategic plan has not exposed us to any additional market risk. However, as the implementation of the plan progresses, we may be exposed to additional or different market risks.
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The results of the sensitivity analysis calculations as of June 30, 2026 and December 31, 2025 are presented below:
| Assuming a 10% Increase in Rates | Assuming a 10% Decrease in Rates | ||||||||||||||||||||||||||||
| Risk | June 30, 2026 | December 31, 2025 | June 30, 2026 | December 31, 2025 | Change in the Fair Value of: | ||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||
| Foreign currency | $ | (2,225) | $ | — | $ | 2,017 | $ | — | Foreign currency forward and option contracts | ||||||||||||||||||||
| Interest rate | (1,879) | — | 1,951 | — | Ormat Geothermal Senior Secured Notes | ||||||||||||||||||||||||
| Interest rate | (496) | (582) | 513 | 605 | Mammoth Senior Secured Notes 2025 | ||||||||||||||||||||||||
| Interest rate | (1,026) | (1,397) | 1,084 | 1,477 | Dominica Loan | ||||||||||||||||||||||||
| Interest rate | (2,319) | (2,453) | 2,429 | 2,562 | GB Loan | ||||||||||||||||||||||||
| Interest rate | (803) | (895) | 826 | 921 | Mizrahi 2025 Loan | ||||||||||||||||||||||||
| Interest rate | (747) | (869) | 767 | 893 | Discount 2025 Loan | ||||||||||||||||||||||||
| Interest rate | (805) | (930) | 827 | 958 | Discount 2025 II Loan | ||||||||||||||||||||||||
| Interest rate | (2,023) | (2,323) | 2,089 | 2,406 | Discount 2025 III Loan | ||||||||||||||||||||||||
| Interest rate | (2,175) | (2,547) | 2,233 | 2,620 | Hapoalim 2025 Loan | ||||||||||||||||||||||||
| Interest rate | (2,621) | (2,683) | 2,778 | 2,839 | Bottleneck Loan | ||||||||||||||||||||||||
| Interest rate | (4,372) | (4,580) | 4,682 | 4,904 | Mammoth Senior Secured Notes | ||||||||||||||||||||||||
| Interest rate | (289) | (317) | 293 | 321 | Mizrahi Loan | ||||||||||||||||||||||||
| Interest rate | (538) | (592) | 552 | 606 | Mizrahi Loan 2023 | ||||||||||||||||||||||||
| Interest rate | (240) | (338) | 243 | 342 | Hapoalim Loan | ||||||||||||||||||||||||
| Interest rate | (1,171) | (1,343) | 1,201 | 1,381 | Hapoalim Loan 2023 | ||||||||||||||||||||||||
| Interest rate | (824) | (906) | 843 | 927 | Hapoalim 2024 Loan | ||||||||||||||||||||||||
| Interest rate | (106) | (147) | 107 | 149 | HSBC Loan | ||||||||||||||||||||||||
| Interest rate | (377) | (611) | 380 | 617 | HSBC Bank 2024 Loan | ||||||||||||||||||||||||
| Interest rate | (373) | (448) | 379 | 455 | Discount Loan | ||||||||||||||||||||||||
| Interest rate | (392) | (438) | 402 | 449 | Discount 2024 Loan | ||||||||||||||||||||||||
| Interest rate | (357) | (472) | 361 | 479 | Discount 2024 II Loan | ||||||||||||||||||||||||
| Interest rate | (7,974) | (8,347) | 8,443 | 8,853 | Financing Liability | ||||||||||||||||||||||||
| Interest rate | (1,791) | (2,042) | 1,840 | 2,101 | OFC 2 Senior Secured Notes | ||||||||||||||||||||||||
| Interest rate | (1,087) | (1,259) | 1,112 | 1,288 | Olkaria III - DFC Loan | ||||||||||||||||||||||||
| Interest rate | (685) | (723) | 705 | 744 | DEG 4 Loan | ||||||||||||||||||||||||
| Interest rate | (2,761) | (2,863) | 2,836 | 2,939 | Senior Unsecured Bonds | ||||||||||||||||||||||||
| Interest rate | (86) | (123) | 88 | 125 | DEG 2 Loan | ||||||||||||||||||||||||
| Interest rate | (71) | (100) | 71 | 102 | DEG 3 Loan | ||||||||||||||||||||||||
| Interest rate | (829) | (962) | 858 | 999 | DAC 1 Senior Secured Notes | ||||||||||||||||||||||||
| Interest rate | (1,454) | (1,669) | 1,482 | 1,704 | Senior Unsecured Loan (Migdal) | ||||||||||||||||||||||||
| Interest rate | (698) | (749) | 737 | 793 | Prudential - NV | ||||||||||||||||||||||||
| Interest rate | (435) | (471) | 448 | 485 | DOE Loan | ||||||||||||||||||||||||
| Interest rate | (1,690) | (1,806) | 1,795 | 1,922 | Prudential - Idaho Refinancing Loan | ||||||||||||||||||||||||
| Interest rate | (1,025) | (1,160) | 1,057 | 1,198 | Platanares DFC Loan | ||||||||||||||||||||||||
| Interest rate | (133) | (17) | 133 | 17 | Commercial paper | ||||||||||||||||||||||||
55
Effect of Inflation
Over the last five years, although to a lesser extent since 2024, we experienced an increase in the overall operating and other costs as a result of higher inflation rates, in particular in the U.S. To address the possibility of rising inflation, some of our contracts include certain provisions that mitigate inflation risk.
In connection with the Electricity segment, none of our U.S. PPAs, including the SCPPA Portfolio PPA, are directly linked to the Consumer Price Index ("CPI"), although some of them have a fixed annual indexation. Inflation may directly impact the expenses we incur for the operation of our projects, thereby increasing our overall operating costs and reducing our profit and gross margin. The negative impact of inflation would be partially offset by price adjustments built into some of our PPAs that could be triggered upon such occurrences. In addition to the Puna rates that are impacted by higher commodity prices, the energy payments pursuant to our PPAs for some of our power plants such as the Brady power plant, the Steamboat 2 and 3 power plants and the McGinness Complex increase every year through the end of the relevant terms of such agreements, although such increases are not directly linked to the CPI or any other inflationary index. Lease payments are generally fixed, while royalty payments are generally calculated as a percentage of revenues and therefore are not significantly impacted by inflation. In our Product segment, inflation may directly impact fixed and variable costs incurred in the construction of third-party power plants, thereby lowering our profit margins at the Product segment. We are more likely to be able to offset long term, all or part of this inflationary impact through our project pricing. With respect to power plants that we build for our own electricity production, inflationary pricing may impact our operating costs which may be partially offset in the pricing of the new long-term PPAs that we negotiate.
Contractual Obligations and Commercial Commitments
We have various contractual obligations, which are recorded as liabilities in our consolidated condensed financial statements. Other items are not recognized as liabilities in our consolidated condensed financial statements but are required to be disclosed. There have been no material changes, outside of the ordinary course of business, to our contractual obligations as previously disclosed in our 2025 Annual Report.
Concentration of Credit Risk
Our credit risk is currently concentrated with the following major customers: Sierra Pacific Power Company and Nevada Power Company (subsidiaries of NV Energy), SCPPA and KPLC. If any of these electric utilities fail to make payments under its PPAs with us, such failure would have a material adverse impact on our financial condition. Also, as we implement our multi-year strategic plan we may be exposed, by expanding our customer base, to different credit profile customers than our current customers.
The Company's revenues from its primary customers as a percentage of total revenues are as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Sierra Pacific Power Company and Nevada Power Company | 13.0 | % | 12.9 | % | 11.0 | % | 14.5 | % | |||||||||||||||
| Southern California Public Power Authority (“SCPPA”) | 16.6 | 17.0 | 13.5 | 19.5 | |||||||||||||||||||
| Kenya Power and Lighting Co. Ltd. ("KPLC") | 12.3 | 12.5 | 9.6 | 12.3 | |||||||||||||||||||
The Company has historically been able to collect on substantially all of its receivable balances. As of June 30, 2026, the amount overdue from KPLC in Kenya was $37.4 million of which $11.7 million was paid in July 2026. The Company believes it will be able to collect all past due amounts from KPLC. This belief is supported by the fact that in addition to KPLC's obligations under its power purchase agreement, the Company holds a support letter from the Government of Kenya that covers certain cases of KPLC non-payment (such as non-payments that are caused by government actions and/or political events).
In Honduras, as of June 30, 2026, the total amount overdue from Empresa Nacional de Energía Eléctrica ("ENEE") was $13.1 million of which $3.7 million was paid in July 2026. In addition, due to the financial situation in Honduras, the Company may experience further delays in collection. The Company believes it will be able to collect all past due amounts from ENEE.
Government Grants and Tax Benefits
A comprehensive discussion on government grants and tax benefits is included in “Part II - Item 7 – Management Discussion and Analysis of Financial Condition and Results of Operation” of our 2025 Annual Report, as updated by “General—Trends and Uncertainties” in Part I, Item 2 of this quarterly report on Form 10-Q.
56
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information appearing under the headings “Exposure to Market Risks” and “Concentration of Credit Risk” in Part I, Item 2 of this quarterly report on Form 10-Q is incorporated by reference herein.
ITEM 4. CONTROLS AND PROCEDURES
a. Evaluation of disclosure controls and procedures
We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO (principal executive officer) and CFO (principal financial officer), as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of our disclosure controls and procedures as of June 30, 2026. Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of June 30, 2026 to provide the reasonable assurance described above.
b. Changes in internal control over financial reporting
There were no changes in our internal controls over financial reporting in the second quarter of 2026 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
57
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The information required with respect to this item can be found under “Commitments and Contingencies” in Note 9 of notes to the unaudited condensed consolidated financial statements contained in this quarterly report and is incorporated by reference into this Item 1.
ITEM 1A. RISK FACTORS
A comprehensive discussion of our other risk factors is included in the “Risk Factors” section of our annual report on Form 10-K for the year ended December 31, 2025 which was filed with the SEC on February 26, 2026. The risks described in our Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. During the period covered by this quarterly report on Form 10-Q, there have been no material changes in our risk factors previously disclosed in our 2025 Annual Report, except as reflected in the disclosure in “General—Trends and Uncertainties” in Part I, Item 2 of this quarterly report on Form 10-Q.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
(a) None.
(b) None
(c) During the fiscal quarter ended June 30, 2026, Aron Willis , our Executive Vice President , Electricity Segment, entered into a 10b5-1 trading arrangement as defined in Item 408(a) of Regulation S-K on May 27, 2026 , providing for the sale of 1,812 shares related to RSUs, until the earlier of October 27, 2026 or when all shares are sold. Except as described above, during the fiscal quarter ended June 30, 2026, none of our directors or officers adopted or terminated
ITEM 6. EXHIBITS
We hereby file, as exhibits to this quarterly report, those exhibits listed on the Exhibit Index below. As in previous filings, pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, the Company has not filed as exhibits to this quarterly report on Form 10-Q certain long-term debt instruments (including indentures) under which the total amount of securities authorized does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis. The Company agrees to furnish a copy of any such instrument to the SEC upon request.
58
EXHIBIT INDEX
Exhibit No. | Document | ||||
| 31.1* | |||||
| 31.2* | |||||
| 32.1# | |||||
| 32.2# | |||||
| 101.SC* | Inline XBRL Taxonomy Extension Schema Document. | ||||
| 101.CA* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | ||||
| 101.DE* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | ||||
| 101.LA* | Inline XBRL Taxonomy Extension Label Linkbase Document. | ||||
| 101.PR* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | ||||
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101). | ||||
| * | Filed herewith | ||||
| # | Furnished herewith. | ||||
59
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 thereunto duly authorized.
| ORMAT TECHNOLOGIES, INC. | |||||||||||
| By: | /s/ ASSAF GINZBURG | ||||||||||
| Name: | Assaf Ginzburg | ||||||||||
| Title: | Chief Financial Officer and Authorized Signatory | ||||||||||
Date: August 6, 2026
60
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO
SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15(d)-14(a), AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Doron Blachar, certify that:
1. I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2026 of Ormat Technologies, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
By: /s/ Doron Blachar | |||||
Name: Doron Blachar Title: Chief Executive Officer | |||||
(Principal Executive Officer) | |||||
Date: August 6, 2026
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO
SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15(d)-14(a), AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Assaf Ginzburg, certify that:
1. I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2026 of Ormat Technologies, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
By: /s/ Assaf Ginzburg | |||||
Name: Assaf Ginzburg Title: Chief Financial Officer | |||||
(Principal Financial Officer) | |||||
Date: August 6, 2026
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Doron Blachar, certify, pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge, the Quarterly Report of Ormat Technologies, Inc. on Form 10-Q for the quarter ended June 30, 2026 (i) fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act and (ii) that information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition, results of operations and cash flows of Ormat Technologies, Inc. as of and for the periods presented in such Quarterly Report on Form 10-Q. This written statement is being furnished to the Securities and Exchange Commission as an exhibit accompanying such quarterly report and shall not be deemed filed pursuant to the Exchange Act.
| By: | /s/ Doron Blachar | ||||||||||
| Name: Doron Blachar | |||||||||||
| Title: Chief Executive Officer | |||||||||||
(Principal Executive Officer) | |||||||||||
Date: August 6, 2026
Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Assaf Ginzburg, certify, pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge, the Quarterly Report of Ormat Technologies, Inc. on Form 10-Q for the quarter ended June 30, 2026 (i) fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act and (ii) that information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition, results of operations and cash flows of Ormat Technologies, Inc. as of and for the periods presented in such Quarterly Report on Form 10-Q. This written statement is being furnished to the Securities and Exchange Commission as an exhibit accompanying such quarterly report and shall not be deemed filed pursuant to the Exchange Act.
| By: | /s/ Assaf Ginzburg | ||||||||||
| Name: Assaf Ginzburg Title: Chief Financial Officer | |||||||||||
(Principal Financial Officer) | |||||||||||
Date: August 6, 2026
Exhibit 31.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15(d)-14(a), AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Doron Blachar, certify that: 1. I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2026 of Ormat Technologies, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. By: /s/ Doron Blachar Name: Doron Blachar Title: Chief Executive Officer (Principal Executive Officer) Date: August 6, 2026
Exhibit 31.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15(d)-14(a), AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Assaf Ginzburg, certify that: 1. I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2026 of Ormat Technologies, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. By: /s/ Assaf Ginzburg Name: Assaf Ginzburg Title: Chief Financial Officer (Principal Financial Officer) Date: August 6, 2026
Exhibit 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Doron Blachar, certify, pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge, the Quarterly Report of Ormat Technologies, Inc. on Form 10-Q for the quarter ended June 30, 2026 (i) fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act and (ii) that information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition, results of operations and cash flows of Ormat Technologies, Inc. as of and for the periods presented in such Quarterly Report on Form 10-Q. This written statement is being furnished to the Securities and Exchange Commission as an exhibit accompanying such quarterly report and shall not be deemed filed pursuant to the Exchange Act. By: /s/ Doron Blachar Name: Doron Blachar Title: Chief Executive Officer (Principal Executive Officer) Date: August 6, 2026
Exhibit 32.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Assaf Ginzburg, certify, pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge, the Quarterly Report of Ormat Technologies, Inc. on Form 10-Q for the quarter ended June 30, 2026 (i) fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act and (ii) that information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition, results of operations and cash flows of Ormat Technologies, Inc. as of and for the periods presented in such Quarterly Report on Form 10-Q. This written statement is being furnished to the Securities and Exchange Commission as an exhibit accompanying such quarterly report and shall not be deemed filed pursuant to the Exchange Act. By: /s/ Assaf Ginzburg Name: Assaf Ginzburg Title: Chief Financial Officer (Principal Financial Officer) Date: August 6, 2026