20260126Exhibit D-1.pdf

BEFORE THE
WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION
In the Matter of the Petition of ) Docket No. UE-26
Docket No. UG-26
Avista Corporation, d/b/a Avista Utilities )
PETITION OF AVISTA
For an Order establishing compliance with RCW ) CORPORATION FOR AN ORDER
80.08.040 with respect to Proposed Issuance of up to ) ESTABLISHING COMPLIANCE WITH
1,580,000 additional shares of common stock ) RCW 80.08.040
1 Avista Corporation, doing business as Avista Utilities ("Avista" or "Company"), at 1411
East Mission Avenue, Spokane, Washington, hereby Petitions the Commission for an Order
authorizing the Company to issue up to 1,580,000 authorized but unissued shares of its Common
Stock. These shares will be issued under the Company's Long-Term Incentive Plan(LTIP), for
purposes permitted by and under the authority of RCW 80.08.030, and in compliance with the
requirements of RCW 80.08.040. The requested authority is in addition to the authority
previously granted by the Commission for the issuance of Common Stock under the LTIP by
Order No. 01, entered October 29, 2015, in Docket No. UE-151822, under which 1,113,489
shares remain unissued, for a total of 2,693,489 additional shares (such 2015 Order being
similarly supplemental to a succession of previous orders commencing in 1998).
2 Avista is a utility that provides service to approximately 424,000 electric customers in
eastern Washington and northern Idaho and 383,000 natural gas customers in eastern
Washington, northern Idaho, and Oregon. The largest community served by Avista is Spokane,
Washington, which is the location of its main office. Please direct all correspondence related to
this Petition as follows:
PETITION FOR AN ORDER ESTABLISHING COMPLIANCE WITH RCW 80.08.040 WITH
RESPECT TO PROPOSED ISSUANCE OF UP TO 1,580,000 ADDITIONAL SHARES OF
COMMON STOCK
PAGE 1

Anni Glogovac Patrick D. Ehrbar
Counsel, Legal Department Director of Regulatory Affairs
Avista Corp. Avista Corp.
P. O. Box 3727 P. O. Box 3727
1411 E. Mission Avenue, MSC 33 1411 E. Mission Avenue, MSC 27
Spokane, Washington 99220-3727 Spokane, Washington 99220-3727
Telephone: [phone] Telephone: [phone]
anni.golo og vacgavistacorp.com patrick.ehrbar(c�z�,avistacorp.com
Avista Dockets (Electronic Only) -AvistaDocketsgavistacorp.com
3 Rules and statutes that may be brought at issue in this Petition include RCW 80.08.030 and
80.08.040. The following information is furnished in support of this application, in accordance
with the requirements of RCW 80.08.040:
a (1) A Description of the Purposes for Which the Issuance is Made, Including a
Certification By an Officer Authorized To Do So That the Proceeds From Any Such
Securities Are For One Or More of the Purposes Allowed By Chapter 80.08 RCW.
The LTIP, which was adopted in 1998, is intended to benefit the Applicant by offering
opportunities to employees, directors and officers of the Applicant and its subsidiaries to
participate in the Applicant's growth and success and encourage them to remain in the service
of the Applicant and its subsidiaries, all through stock ownership in the Applicant. The LTIP
and awards thereunder enable the Applicant to attract and retain highly qualified personnel and
encourage personnel to continually improve their performance in operating the business of the
Applicant,in furtherance of prudence,efficiency,and high quality in the acquisition of property,
the construction, completion, extension and improvement of its facilities, the improvement and
maintenance of its service, and the discharge and refunding of its obligations, all for the benefit
of the Applicant's customers, shareholders and other stakeholders. Incentive compensation
plans like the LTIP are common in businesses in all industries, including the utility industry.
Without such a plan, it would be more difficult for the Applicant to attract and retain qualified
PETITION FOR AN ORDER ESTABLISHING COMPLIANCE WITH RCW 80.08.040 WITH
RESPECT TO PROPOSED ISSUANCE OF UP TO 1,580,000 ADDITIONAL SHARES OF
COMMON STOCK
PAGE 2

personnel to operate its business, to the detriment of its customers, shareholders and other
stakeholders. Any monetary proceeds received by the Applicant under the LTIP, such as
proceeds from the exercise of stock options or the like, will be applied directly to one or more
of the purposes set forth in RCW 80.08.030.
5 (2)A Description of the Proposed Issuance Including the Terms of Financing.
The Applicant proposes to issue up to 1,580,000 shares of authorized but unissued Common
Stock which the Company may award under the LTIP (such shares being in addition to
1,113,489 shares previously authorized by the Commission in Order No. 01, entered October
29, 2015 in Docket No. UE-151822, that remain unissued, for a total of 2,693,489 additional
shares).
The LTIP is administered by the Board of Directors of the Company or a committee or
committees appointed by, and consisting of two or more members of the Board of Directors of
the Company. To the extent consistent with applicable law, the Board of Directors may
authorize one or more senior executive officers of the Company to grant awards to designated
classes of eligible employees within the limits prescribed by the Board of Directors. Such
additional 1,580,000 shares were previously authorized by shareholders at the annual meeting
dated May 8, 2025.
Awards issued under the LTIP may include, but are not limited to: Incentive Stock Options,
Nonqualified Stock Options, Stock Appreciation Rights, Stock Awards, Performance Awards,
Restricted Stock Units, Other Stock-Based Awards and Dividend Equivalent Rights. Awards
may be granted singly, in combination or in tandem. Awards may also be made in combination
or in tandem with, as alternatives to, or as the payment form for, grants or rights under any other
employee or compensation plan of the Company.
PETITION FOR AN ORDER ESTABLISHING COMPLIANCE WITH RCW 80.08.040 WITH
RESPECT TO PROPOSED ISSUANCE OF UP TO 1,580,000 ADDITIONAL SHARES OF
COMMON STOCK
PAGE 3

Shares awarded under the LTIP to eligible participants can be granted subject to a vesting period
and other performance measures that determine the extent of vesting. To the extent that
previously awarded shares are not vested to the participants, and therefore never issued, such
shares remain available to be awarded again under the LTIP.
6 (3) Statement As to Why the Transaction is in the Public Interest.
The LTIP enables the Company to continue to attract and retain highly qualified employees and
other eligible participants. See paragraph (1) above. Accordingly, the Applicant believes that
the requested authority is in the public interest.
7 (4) Text of a Draft Order Granting Applicant's Request for an Order.
A copy of a draft order granting the Applicant's request for an order is attached hereto as
"Exhibit A".
8 WHEREFORE, Avista respectfully requests that the Commission issue an Order as
requested herein.
9 DATED at Spokane, Washington, this 26' day of January 2026.
AVISTA CORPORATION
i
By
Kevin Christie
Senior Vice President, CFO, Treasurer
And Regulatory Affairs Officer
PETITION FOR AN ORDER ESTABLISHING COMPLIANCE WITH RCW 80.08.040 WITH
RESPECT TO PROPOSED ISSUANCE OF UP TO 1,580,000 ADDITIONAL SHARES OF
COMMON STOCK
PAGE 4

STATE OF WASHINGTON )
County of Spokane )
The undersigned certifies under penalty of perjury under the laws of the State of Washington that the foregoing is true
and correct to the best of my knowledge and belief, and that the proposed issuance of securities will be used for the
purposes allowed by RCW 80.08.030.
Done at Spokane, Washington this 261h day of January 2026.
t
By:
Kevin J. qris 'e
Senior ce President, CFO, Treasurer and
Regulatory Affairs Officer
SUBSCRIBED AND SWORN to before me this
day of ,� 2026
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PETITION FOR AN ORDER ESTABLISHING COMPLIANCE WITH RCW 80.08.040 WITH
RESPECT TO PROPOSED ISSUANCE OF UP TO 1,580,000 ADDITIONAL SHARES OF
COMMON STOCK
PAGE 5