Portland General Electric Co 8-K, filed Jul 25, 2025
Portland General Electric Co (POR)
8-K
2025-07-25
For: 2025-07-25
View Original
Added on
April 04, 2026
About this 8-K
Portland General Electric Co filed this 8-K on July 25, 2025.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 25, 2025
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (503 ) 464-8000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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(Title of class)
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(Trading Symbol)
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(Name of exchange on which registered)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the
Securities Exchange Act of 1934.
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. ☐
| Item 8.01 |
Other Events.
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On July 25, 2025, Portland General Electric Company (the “Company”), filed with the U.S. Securities and Exchange Commission (the “SEC”) an automatic shelf
registration statement on Form S-3ASR (the “New Registration Statement”) to replace the automatic shelf registration statement on Form S-3ASR (No. 333-266454) filed with the SEC on August 2, 2022 (the “Prior Registration Statement”). The Prior
Registration Statement was terminated upon the effectiveness of the New Registration Statement on July 25, 2025.
In connection with the filing of the New Registration Statement, on July 25, 2025, the Company filed a prospectus supplement (the “DRIP Prospectus
Supplement”) covering the offering of 2,452,692 shares of the Company’s common stock, no par value (“Common Stock”), pursuant to the Company’s Dividend Reinvestment and Direct Stock Purchase Plan (the “DRIP Prospectus Supplement”). The DRIP
Prospectus Supplement continues an offering of 2,500,000 shares previously covered by the Prior Registration Statement.
Furthermore, in connection with the filing of the New Registration Statement, on July 25, 2025, the Company filed a prospectus supplement (the “ATM
Prospectus Supplement”) and entered into an amendment (the “Amendment”) to the equity distribution agreement, dated July 26, 2024 (as amended, the “Equity Distribution Agreement”), with Barclays Capital Inc., BofA Securities, Inc., J.P. Morgan
Securities LLC, and Wells Fargo Securities, LLC, in their separate capacities as Agents and Forward Sellers (as each such term is defined in the Equity Distribution Agreement) and with Barclays Bank PLC, Bank of America, N.A., JPMorgan Chase Bank,
National Association and Wells Fargo Bank, National Association or one of their respective affiliates, in their capacities as Forward Purchasers (as such term is defined in the Equity Distribution Agreement), pursuant to which the Company may issue
and sell, from time to time, shares of the Company’s Common Stock representing the unsold amount available under the Company’s at-the-market offering program.
The Amendment provides that the shares of Common Stock to be sold pursuant to the Equity Distribution Agreement will be issued pursuant to a prospectus
dated July 25, 2025 and a prospectus supplement filed with the Securities and Exchange Commission on July 25, 2025, in connection with one or more offerings of shares from the Company’s New Registration Statement. The Amendment is filed as Exhibit
1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of
these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Opinions of the Company’s Senior Vice President, Chief Legal and Compliance Officer with respect to the legality of the securities covered by the DRIP
Prospectus Supplement and the ATM Prospectus Supplement are filed as Exhibits 5.1 and 5.2, respectively, to this Current Report on Form 8-K.
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| Item 9.01 |
Financial Statements and Exhibits.
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Exhibits.
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Exhibit
Number
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Description
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Amendment No. 1 to Equity Distribution Agreement, dated as of July 25, 2025.
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Equity Distribution Agreement, dated as of July 26, 2024, by and among Portland General Electric Company and Barclays Capital Inc., BofA Securities, Inc., J.P.
Morgan Securities LLC and Wells Fargo Securities, LLC, as sales agents, principals and/or forward sellers, and Barclays Bank PLC, Bank of America, N.A., JPMorgan Chase Bank, National Association and Wells Fargo Bank, National Association, as
forward purchasers (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on July 26, 2024) (File No. 001-05532-99).
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Opinion of Angelica Espinosa, Senior Vice President, Chief Legal and Compliance Officer, regarding the legality of the common stock being registered (DRIP
Prospectus Supplement).
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Opinion of Angelica Espinosa, Senior Vice President, Chief Legal and Compliance Officer, regarding the legality of the common stock being registered
(ATM Prospectus Supplement).
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Consent of Angelica Espinosa, Senior Vice President, Chief Legal and Compliance Officer (included in Exhibit 5.1 hereto).
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Consent of Angelica Espinosa, Senior Vice President, Chief Legal and Compliance Officer (included in Exhibit 5.2 hereto).
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104
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Cover page information from Portland General Electric Company’s Current Report on Form 8-K filed July 25, 2025, formatted in iXBRL (Inline Extensible Business
Reporting Language).
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3
SIGNATURE
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.
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PORTLAND GENERAL ELECTRIC COMPANY
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(Registrant)
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Date:
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July 25, 2025
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By:
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/s/ Joseph R. Trpik
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Joseph R. Trpik
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Senior Vice President, Finance
and Chief Financial Officer
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Exhibit 1.1
AMENDMENT TO THE EQUITY DISTRIBUTION AGREEMENT
July 25, 2025
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Barclays Capital Inc.
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Barclays Bank PLC
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745 Seventh Avenue
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745 Seventh Avenue
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New York, New York 10019
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New York, New York 10019
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BofA Securities, Inc.
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Bank of America, N.A.
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One Bryant Park
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One Bryant Park, 8th Floor
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New York, New York 10036
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New York, New York 10036
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J.P. Morgan Securities LLC
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JPMorgan Chase Bank, National Association
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383 Madison Avenue
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383 Madison Avenue
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New York, New York 10179
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New York, New York 10179
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Wells Fargo Securities, LLC
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Wells Fargo Bank, National Association
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500 West 33rd Street, 14th Floor
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500 West 33rd Street, 14th Floor
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New York, New York 10001
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New York, New York 10001
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In their separate capacities as Agents and Forward Sellers
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In their capacities as Forward Purchasers
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1
Ladies and Gentlemen:
This Amendment to the Equity Distribution Agreement (this “Amendment”) is entered into as of the date first written above by Portland General Electric Company, an Oregon corporation (the “Company”),
Barclays Bank PLC, Bank of America, N.A., JPMorgan Chase Bank, National Association and Wells Fargo Bank, National Association (each, a “Forward Purchaser” and collectively, the “Forward
Purchasers”) and Barclays Capital Inc., BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, each in its capacity as sales agent
and/or principal in connection with the offering and sale of Issuance Securities (each, an “Agent” and collectively, the “Agents”) and each in its capacity as agent for its affiliated Forward Purchaser in connection with the offering and sale of any Forward Hedge Securities (each, a “Forward Seller” and together, the “Forward Sellers”), that are parties to that certain Equity Distribution Agreement, dated July 26, 2024 (the “Original Agreement”).
On the date hereof, the Company has filed or will file a Prospectus
Supplement relating to the offering of common stock having an aggregate price of up to $244,008,930.
All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement.
The parties, intending to be legally bound, hereby amend the Original Agreement as follows:
1. The
second paragraph of Section 1 is hereby deleted in its entirety and replaced with the following:
The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations
thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3 (File No. 333-288955), including a base prospectus, relating to certain
securities, including the Securities to be offered from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Agents and the Forward Sellers, for use by the Agents and the
Forward Sellers, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement”,
as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference
therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”); provided, however, that the “Registration Statement” without reference to a time means such registration statements as amended by any post-effective amendments thereto as of the time of the first contract of
sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such
time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time
pursuant to Rule 430B. The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or
Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference
herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or
“supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For
purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to EDGAR.
2. All
references in the Original Agreement to the “Agreement” shall mean the Original Agreement as amended by this Amendment; provided, however, that all references to “date of this Agreement” in the Original Agreement shall continue to refer to the date of the Original Agreement.
3. The
parties hereto agree that, except as set forth in, and amended by, Section 1 above, all the terms and provisions of the Original Agreement shall remain in full force and effect.
4. THIS AMENDMENT AND
ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THE AMENDMENT OR THE ORIGINAL AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN,
SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.
5. The
Company, the Agents, the Forward Sellers and the Forward Purchasers hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this
Amendment or the Transactions contemplated by this Amendment or the Original Agreement.
6. This Amendment may
be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment by one party to the other may be made by facsimile or
e-mail transmission. The words “execution,” “signed,” “signature,” and words of like import in this Amendment or in any other certificate, agreement or document related to this Amendment, if any, shall include images of manually executed
signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and
electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually
executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and
Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.
If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart
hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Agents, the Forward Sellers, the Forward Purchasers and the Company in accordance with its terms.
[Signature Page Follows]
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Very truly yours,
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PORTLAND GENERAL ELECTRIC COMPANY
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By:
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/s/ Joseph Trpik
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Name: Joseph Trpik
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Title: Senior Vice President, Finance and Chief Financial Officer
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CONFIRMED AND ACCEPTED, as of the date first above written:
BARCLAYS CAPITAL INC., as Agent and Forward Seller
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By
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/s/ Robert Stowe
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Authorized Signatory
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BARCLAYS BANK PLC, as Forward Purchaser
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By
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/s/ Kevin Cheng | |
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Authorized Signatory
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CONFIRMED AND ACCEPTED, as of the date first above written:
BOFA SECURITIES, INC., as Agent and Forward Seller
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By
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/s/ John Lau | |
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Authorized Signatory
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BANK OF AMERICA, N.A., as Forward Purchaser
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By
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/s/ Christine Roemer | |
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Authorized Signatory
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CONFIRMED AND ACCEPTED, as of the date first above written:
J.P. MORGAN SECURITIES LLC, as Agent and Forward Seller
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By
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/s/ Sanjeet Dewal | |
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Authorized Signatory
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JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Forward Purchaser
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By
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/s/ Sanjeet Dewal | |
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Authorized Signatory
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CONFIRMED AND ACCEPTED, as of the date first above written:
WELLS FARGO SECURITIES, LLC, as Agent and Forward Seller
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By
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/s/ Michael Tiedemann | |
| Authorized Signatory | ||
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Forward Purchaser
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By
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/s/ Kevin Brillhart | |
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Authorized Signatory
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Exhibit 5.1
July 25, 2025
Portland General Electric Company
121 SW Salmon Street
Portland, Oregon 97204
Ladies and Gentlemen:
In my capacity as Senior Vice President, Chief Legal and Compliance Officer of Portland General Electric Company, an Oregon corporation (the “Company”), I am delivering
this opinion in connection with the filing with the Securities and Exchange Commission (the “Commission”) pursuant to rule 424(b) of the Securities Act of 1933 as amended (the “Securities Act”), of a prospectus supplement, July 25, 2025, (The
“Prospectus Supplement”) to the prospectus, dated July 25, 2025 (the “Base Prospectus” and together with the Prospectus Supplement, the “Prospectus”), including as a part of the automatic shelf registration statement on Form S-3 of the Company (File
No. 333-288955) (the “Registration Statement”), relating to the offering (the “Offering”) by the Company of 2,452,692 shares (the “Shares”) of the Company’s common stock, no par value (the “Common Stock”) which may be sold by the Company from time to
time pursuant to its Dividend Reinvestment and Stock Purchase Plan (the “DRIP”), as described in the Prospectus Supplement.
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In rendering the opinion set forth herein, I or attorneys under my supervision (with whom I have consulted) have examined originals or copies, certified or otherwise
identified to my satisfaction, of: (i) the Third Amended and Restated Articles of Incorporation of the Company (the “Articles of Incorporation”), (ii) the Twelfth Amended and Restated Bylaws of the Company (the “Bylaws”), (iii) certain resolutions
adopted to date by the Board of Directors of the Company relating to the registration of the Common Stock and related matters and (iv) the Registration Statement and the exhibits thereto.
I or attorneys under my supervision (with whom I have consulted) have also examined originals or copies, certified or otherwise identified to my satisfaction, of such
records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as I or attorneys under my supervision (with whom I have
consulted) have deemed necessary or appropriate as a basis for the opinion stated below.
In my examination, I or attorneys under my supervision (with whom I have consulted) have assumed the genuineness of all signatures, including electronic signatures, the
legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and
the authenticity of the originals of such copies. As to any facts relevant to the opinion stated herein that I or attorneys under my supervision (with whom I have consulted) did not independently establish or verify, we have relied upon statements
and representations of officers and other representatives of the Company and others and of public officials.
In making my examination of executed documents or documents to be executed, I or attorneys under my supervision (with whom I have consulted) have assumed that the
parties thereto, other than the Company, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and the validity and binding effect on such parties. In addition, I or attorneys under my supervision (with whom I have consulted) have assumed (i) that all Common Stock will be issued and sold in compliance
with applicable federal and state securities laws and in the manner stated in the Registration Statement and the applicable prospectus supplement, and, there will be sufficient shares of Common Stock authorized under the Company’s Articles of
Incorporation and not otherwise reserved for issuance, and (ii) the issuance and sale of such Common Stock has been duly established in conformity with the Articles of Incorporation of the Company so as not to violate any applicable law, the Articles
of Incorporation or the Bylaws, or result in a default under or breach of any agreement or instrument binding upon the Company, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over
the Company.
The opinion set forth herein is limited to the laws of the State of Oregon that are normally applicable to transactions of the type contemplated by the Registration
Statement and, to the extent that judicial or regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations with governmental authorities are relevant, to those required under such
laws (all of the foregoing being referred to as “Opined on Law”). I do not express any opinion with respect to the law of any jurisdiction other than Opined on Law or as to the effect of the law of any other jurisdiction on the opinion stated herein.
Based upon and subject to the foregoing and to the other limitations, qualifications, exceptions and assumptions set forth herein, I am of the opinion that, upon
issuance of the Shares in exchange for the consideration therefor set forth in the DRIP, the Shares will be duly authorized, validly issued, fully paid, and nonassessable.
I hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Current Report on Form 8-K of even date herewith, incorporated by reference into
the Registration Statement, and to the reference under the heading “Legal Matters” in the Prospectus. In giving this consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act
or the Rules and Regulations. This opinion is expressed as of the date hereof unless otherwise expressly stated, and I disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes
in applicable laws.
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Very truly yours,
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/s/ Angelica Espinosa
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Angelica Espinosa
Senior Vice President, Chief Legal and Compliance
Officer
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Exhibit 5.2
July 25, 2025
Portland General Electric Company
121 S.W. Salmon Street
Portland, Oregon 97204
Re: Portland General Electric Company Registration Statement on Form S-3
Ladies and Gentlemen:
I am Senior Vice President, Chief Legal and Compliance Officer of Portland General Electric Company, an Oregon corporation (the “Company”), and in such
capacity have acted as counsel to the Company in connection with the sale of shares (the “Shares”) of common stock of the Company, without par value (the “Common Stock”), by (i) the Company through or to Barclays Capital Inc., BofA Securities, LLC,
J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as sales agents and/or principals, as applicable (in such capacity, each a “Sales Agent” and collectively, the “Sales Agents”) and/or (ii) Barclays Bank PLC, Bank of America, N.A., JPMorgan
Chase Bank, National Association and Wells Fargo Bank, National Association (in such capacity, each a “Forward Purchaser” and, collectively, the “Forward Purchasers”), through the Sales Agents as forward sellers from time to time, having an aggregate
sales price of up to $244,008,930, pursuant to a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on July 25, 2025 (Registration No.
333-288955) (as so filed and as amended, the “Registration Statement”), a base prospectus dated July 25, 2025 (the “Base Prospectus”), and a prospectus supplement dated July 25, 2025 filed with the Commission pursuant to Rule 424(b) under the Act
(the “Prospectus Supplement”, and together with the Base Prospectus, the “Prospectus”), that certain Equity Distribution Agreement, dated July 26, 2024, by and among the Company , the Sales Agents, and the Forward Purchasers, as applicable, as
amended by that first amendment to the Equity Distribution Agreement, dated July 25, 2025 (as amended, the “Equity Distribution Agreement”), and concurrently one or more forward stock purchase transactions with any of the Forward Purchasers, as set
forth in one or more separate letter agreements, each in substantially the form attached as Exhibit G to the Equity Distribution Agreement (each a “Forward Confirmation” and collectively, the “Forward Confirmations”). Any Shares to be delivered by
the Company to the Forward Purchasers in settlement of all or any portion of the Company’s obligations under the Forward Confirmations are hereinafter sometimes called the “Confirmation Shares”.
I or attorneys under my supervision (with whom I have consulted) have examined the Registration Statement, the Prospectus and documents and records of the
Company and other documents, matters of fact and questions of law that I have deemed necessary for the purposes of this opinion. In my examination, I or attorneys under my supervision (with whom I have consulted) have assumed the authenticity of
original documents and the genuineness of all signatures, the conformity to the originals of all documents submitted to us as copies, and the truth, accuracy, and completeness of the information, representations, and warranties contained in the
records, documents, instruments, and certificates I or others under my supervision (with whom I have consulted) have reviewed.
Based upon the foregoing, I am of the opinion that the Shares and the Confirmation Shares have been duly authorized by all necessary corporate action of the
Company and, when issued in accordance with the terms of the Equity Distribution Agreement, the Forward Confirmations, the Registration Statement and the Prospectus, the Shares and the Confirmation Shares will be validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5.2 to the Current Report on Form 8-K of even date herewith, incorporated by reference into the
Registration Statement, and to the reference under the heading “Legal Matters” in the Prospectus. In giving this consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or
related rules nor do I admit that I am an expert with respect to any part of the Registration Statement within the meaning of the term “expert” as used in the Securities Act or related rules. This opinion is expressed as of the date hereof unless
otherwise expressly stated, and I disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.
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Very truly yours,
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/s/ Angelica Espinosa
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Angelica Espinosa
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