20260219Final_Order_No_36940.pdf

Office of the Secretary
Service Date
February 19,2026
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF AVISTA ) CASE NO. AVU-U-26-01
CORPORATION'S APPLICATION FOR )
AN ORDER AUTHORIZING THE ) ORDER NO. 36940
ISSUANCE OF UP TO 1,580,000 SHARES )
OF COMMON STOCK )
On January 26,2026,Avista Corporation("Company")applied to the Idaho Public Utilities
Commission ("Commission") under Idaho Code §§ 61-901, et seq., for authority to issue up to
1,580,000 authorized but unissued shares of common stock. Application at 1. Pursuant to Idaho
Code § 61-904,the Commission has 30 days from the filing date to issue an order. After reviewing
the record, the Commission approves the Application as discussed below.
BACKGROUND
Idaho Code §§ 61-901, et seq. governs the issuance of securities by public utilities. In sum,
"when authorized by order of the commission and not otherwise, [public utilities] may issue stocks
and stock certificates and may issue, assume or guarantee bonds or other securities payable at
periods of more than twelve (12) months after the date thereof. . .... Idaho Code § 61-901. The
statute permits utilities to issue securities for the following purposes: acquiring property; building,
completing, extending, or improving utility facilities; improving or maintaining utility service;
discharging or lawfully refunding utility obligations; reimbursing money that the utility has
expended to accomplish these purposes from income or other money in the treasury that is not
secured by or obtained from the issue, assumption or guarantee of securities; and accomplishing
any other Commission-approved purpose. Idaho Code § 61-901.
To obtain the Commission's order, the utility must apply and pay a statutory fee. Idaho
Code §§ 61-902 and -905. The Commission then must dispose of the application within 30 days,
absent an earlier finding of good cause to issue a later order. Idaho Code § 61-904. The
Commission must grant the application unless it finds the proposed issuance would be: (1)
inconsistent with the public interest; (2) unnecessary, inappropriate for, or inconsistent with the
applicant's proper performance of its service as a public utility; or (3) for an impermissible
purpose.Idaho Code § 61-902.
ORDER NO. 36940 1

If the utility obtains the Commission's authorization to issue securities,then the utility may
issue the authorized securities for the limited purposes expressed in the statute or allowed by the
Commission's order.Idaho Code § 61-901.
THE APPLICATION
The Company requested authorization to issue up to 1,580,000 shares of authorized but
unissued common stock. Application at 1. The requested authorization would be in addition to the
authority granted in Order No. 33401, Case No. AVU-U-15-01, issued on October 23, 2015. Id.
The proposed issuance of shares would be in addition to the 1,113,489 shares which remain
authorized but unissued, for a total of 2,693,489 issuable shares.Id. The Company represented that
the additional shares would be issued under its Long-Term Incentive Plan("LTIP").Id.
STAFF COMMENTS
The Commission Staff ("Staff') reviewed the Application, the requested authority, the
requirements of Idaho Code §§ 61-901, et seq., and Rule 141 of the Commission's Rules of
Procedure. Staff recommended the Commission approve the Company's request. Staff Comments
at 2. Staff calculated the filing fee required by Idaho Code § 61-905 to be $1,000. Id. at 1. The
Commission received the required fees on January 26, 2026. Id.
Staff noted that LTIP is a board-approved program designed to provide compensation
opportunities to certain eligible employees where participants may receive various forms of equity-
based compensation,including incentive and nonqualified stock options, stock appreciation rights,
stock awards, performance-based awards, restricted stock units, other stock-based incentives, and
dividend equivalent rights. Id. Regulatory treatment of LTIP-related costs is addressed in general
rate proceedings, and Staff believed that even if all authorized shares under the plan are ultimately
issued, the effect on the Company's capital structure would be minimal.Id.
COMMISSION FINDINGS AND DECISION
The Company is a gas and electric corporation qualified to do business in Idaho. The
Company is a public utility engaged in the generation, purchase, transmission, distribution, and
sale of electric energy and natural gas.The Company is an electric corporation within the definition
of Idaho Code § 61-119, a gas corporation within the definition of Idaho Code § 61-117, and a
public utility within the definition of Idaho Code § 61-129. The Commission has jurisdiction over
the Application under Idaho Code §§ 61-901, et seq.
ORDER NO. 36940 2

After reviewing the Application and all submitted material, we approve the proposed
issuance. We find that the proposed issuance is for a lawful purpose and is within the Company's
corporate powers, that the Application conforms to Rules 141 through 150 of the Commission's
Rules of Procedure, and that the Company has paid all fees due under Idaho Code § 61-905.
The Commission's Order approving the issuance is not a finding of fact or a conclusion of
law that the particular use to which these funds will be put is approved by this Order. This Order
does not constitute agency determination or approval of the type of financing or the related costs
for ratemaking purposes. The Commission does not determine the effect of the issuance on rates
to be charged by the Company for gas or electric service to consumers in Idaho.
ORDER
IT IS HEREBY ORDERED that the Company's Application for authority for the issuance
and sale of 1,580,000 shares of common stock, is granted.
IT IS FURTHER ORDERED that the Company shall file the Report of Securities
Transaction required by 18 C.F.R. § 34.
IT IS FURTHER ORDERED that the Company shall file the terms of the proposed issuance
of securities, and any subsequent change to the terms,with the Commission within seven days,or as
soon as possible,before the issuance occurs.
IT IS FURTHER ORDERED that the foregoing authorization is without prejudice to the
regulatory authority of the Commission with respect to rates, utility capital structure, service
accounts,valuation, estimates for determination of cost or any other matter which may come before
this Commission pursuant to its jurisdiction and authority as provided by law.
IT IS FURTHER ORDERED that nothing in this Order and no provisions of Chapter 9,Title
6I, Idaho Code, or any act or deed done or performed in connection therewith shall be construed to
obligate the State of Idaho to pay or guarantee in any manner whatsoever any security authorized,
issued, assumed, or guaranteed under the provisions of Chapter 9, Title 61, Idaho Code.
IT IS FURTHER ORDERED that issuance of this Order does not constitute acceptance of
the Company's exhibits or other materials accompanying the Application for any purpose other than
the issuance of this Order.
THIS IS A FINAL ORDER. Any person interested in this Order may petition for
reconsideration within twenty-one (21) days of the service date of this Order. Within seven (7)
ORDER NO. 36940 3

days after any person has petitioned for reconsideration, any other person may cross-petition for
reconsideration. See Idaho Code § 61-626.
DONE by order of the Idaho Public Utilities Commission at Boise, Idaho this 191h day of
February, 2026.
G
EDWARD LODGE, COM&fISSIONER
JO R. HAMMOND JR., COMMISSIONER
DAYN HAKDIE, COMMISSIONER
ATTEST:
o i a ri"anchez
Commission Secretary
I:\Legal\MULTI-UTILITY\A V UU2601_tinal_em.doex
ORDER NO. 36940 4