0001296445☐December 312026Q30.0071225xbrli:sharesiso4217:USDiso4217:USDxbrli:sharesxbrli:pureora:paymentora:dayutr:MWora:financialInstitutionora:Segment00012964452026-01-012026-09-300001296445dei:FormerAddressMember2026-01-012026-09-3000012964452026-11-0100012964452026-09-3000012964452025-12-310001296445us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2026-09-300001296445us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2025-12-310001296445us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2026-09-300001296445us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2025-12-310001296445us-gaap:CommercialPaperMember2026-09-300001296445us-gaap:CommercialPaperMember2025-12-310001296445ora:SeniorUnsecuredBondsMember2026-09-300001296445ora:SeniorUnsecuredBondsMember2025-12-310001296445ora:ConvertibleSeniorNotesMember2026-09-300001296445ora:ConvertibleSeniorNotesMember2025-12-310001296445us-gaap:ElectricityMember2026-07-012026-09-300001296445us-gaap:ElectricityMember2025-07-012025-09-300001296445us-gaap:ElectricityMember2026-01-012026-09-300001296445us-gaap:ElectricityMember2025-01-012025-09-300001296445us-gaap:ProductMember2026-07-012026-09-300001296445us-gaap:ProductMember2025-07-012025-09-300001296445us-gaap:ProductMember2026-01-012026-09-300001296445us-gaap:ProductMember2025-01-012025-09-300001296445ora:EnergyStorageSegmentMember2026-07-012026-09-300001296445ora:EnergyStorageSegmentMember2025-07-012025-09-300001296445ora:EnergyStorageSegmentMember2026-01-012026-09-300001296445ora:EnergyStorageSegmentMember2025-01-012025-09-3000012964452026-07-012026-09-3000012964452025-07-012025-09-3000012964452025-01-012025-09-300001296445ora:CrossCurrencySwapMember2026-07-012026-09-300001296445ora:CrossCurrencySwapMember2025-07-012025-09-300001296445ora:CrossCurrencySwapMember2026-01-012026-09-300001296445ora:CrossCurrencySwapMember2025-01-012025-09-300001296445us-gaap:InterestRateSwapMember2026-07-012026-09-300001296445us-gaap:InterestRateSwapMember2025-07-012025-09-300001296445us-gaap:InterestRateSwapMember2026-01-012026-09-300001296445us-gaap:InterestRateSwapMember2025-01-012025-09-300001296445us-gaap:CommonStockMember2024-12-310001296445us-gaap:AdditionalPaidInCapitalMember2024-12-310001296445us-gaap:TreasuryStockCommonMember2024-12-310001296445us-gaap:RetainedEarningsMember2024-12-310001296445us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310001296445us-gaap:ParentMember2024-12-310001296445us-gaap:NoncontrollingInterestMember2024-12-3100012964452024-12-310001296445us-gaap:AdditionalPaidInCapitalMember2025-01-012025-03-310001296445us-gaap:ParentMember2025-01-012025-03-3100012964452025-01-012025-03-310001296445us-gaap:CommonStockMember2025-01-012025-03-310001296445us-gaap:NoncontrollingInterestMember2025-01-012025-03-310001296445us-gaap:RetainedEarningsMember2025-01-012025-03-310001296445us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-03-310001296445us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-03-310001296445us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:ParentMember2025-01-012025-03-310001296445us-gaap:CrossCurrencyInterestRateContractMember2025-01-012025-03-310001296445us-gaap:InterestRateSwapMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-03-310001296445us-gaap:InterestRateSwapMemberus-gaap:ParentMember2025-01-012025-03-310001296445us-gaap:InterestRateSwapMember2025-01-012025-03-310001296445us-gaap:CommonStockMember2025-03-310001296445us-gaap:AdditionalPaidInCapitalMember2025-03-310001296445us-gaap:TreasuryStockCommonMember2025-03-310001296445us-gaap:RetainedEarningsMember2025-03-310001296445us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-03-310001296445us-gaap:ParentMember2025-03-310001296445us-gaap:NoncontrollingInterestMember2025-03-3100012964452025-03-310001296445us-gaap:AdditionalPaidInCapitalMember2025-04-012025-06-300001296445us-gaap:ParentMember2025-04-012025-06-3000012964452025-04-012025-06-300001296445us-gaap:CommonStockMember2025-04-012025-06-300001296445us-gaap:RetainedEarningsMember2025-04-012025-06-300001296445us-gaap:NoncontrollingInterestMember2025-04-012025-06-300001296445us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-04-012025-06-300001296445us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2025-04-012025-06-300001296445us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:ParentMember2025-04-012025-06-300001296445us-gaap:CrossCurrencyInterestRateContractMember2025-04-012025-06-300001296445us-gaap:InterestRateSwapMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2025-04-012025-06-300001296445us-gaap:InterestRateSwapMemberus-gaap:ParentMember2025-04-012025-06-300001296445us-gaap:InterestRateSwapMember2025-04-012025-06-300001296445us-gaap:CommonStockMember2025-06-300001296445us-gaap:AdditionalPaidInCapitalMember2025-06-300001296445us-gaap:TreasuryStockCommonMember2025-06-300001296445us-gaap:RetainedEarningsMember2025-06-300001296445us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-06-300001296445us-gaap:ParentMember2025-06-300001296445us-gaap:NoncontrollingInterestMember2025-06-3000012964452025-06-300001296445us-gaap:AdditionalPaidInCapitalMember2025-07-012025-09-300001296445us-gaap:ParentMember2025-07-012025-09-300001296445us-gaap:CommonStockMember2025-07-012025-09-300001296445us-gaap:NoncontrollingInterestMember2025-07-012025-09-300001296445us-gaap:RetainedEarningsMember2025-07-012025-09-300001296445us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-07-012025-09-300001296445us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2025-07-012025-09-300001296445us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:ParentMember2025-07-012025-09-300001296445us-gaap:CrossCurrencyInterestRateContractMember2025-07-012025-09-300001296445us-gaap:InterestRateSwapMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2025-07-012025-09-300001296445us-gaap:InterestRateSwapMemberus-gaap:ParentMember2025-07-012025-09-300001296445us-gaap:CommonStockMember2025-09-300001296445us-gaap:AdditionalPaidInCapitalMember2025-09-300001296445us-gaap:TreasuryStockCommonMember2025-09-300001296445us-gaap:RetainedEarningsMember2025-09-300001296445us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-09-300001296445us-gaap:ParentMember2025-09-300001296445us-gaap:NoncontrollingInterestMember2025-09-3000012964452025-09-300001296445us-gaap:CommonStockMember2025-12-310001296445us-gaap:AdditionalPaidInCapitalMember2025-12-310001296445us-gaap:TreasuryStockCommonMember2025-12-310001296445us-gaap:RetainedEarningsMember2025-12-310001296445us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-12-310001296445us-gaap:ParentMember2025-12-310001296445us-gaap:NoncontrollingInterestMember2025-12-310001296445us-gaap:AdditionalPaidInCapitalMember2026-01-012026-03-310001296445us-gaap:ParentMember2026-01-012026-03-3100012964452026-01-012026-03-310001296445us-gaap:CommonStockMember2026-01-012026-03-310001296445us-gaap:TreasuryStockCommonMember2026-01-012026-03-310001296445us-gaap:NoncontrollingInterestMember2026-01-012026-03-310001296445us-gaap:RetainedEarningsMember2026-01-012026-03-310001296445us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-01-012026-03-310001296445us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2026-01-012026-03-310001296445us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:ParentMember2026-01-012026-03-310001296445us-gaap:CrossCurrencyInterestRateContractMember2026-01-012026-03-310001296445us-gaap:InterestRateSwapMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2026-01-012026-03-310001296445us-gaap:InterestRateSwapMemberus-gaap:ParentMember2026-01-012026-03-310001296445us-gaap:InterestRateSwapMember2026-01-012026-03-310001296445us-gaap:CommonStockMember2026-03-310001296445us-gaap:AdditionalPaidInCapitalMember2026-03-310001296445us-gaap:TreasuryStockCommonMember2026-03-310001296445us-gaap:RetainedEarningsMember2026-03-310001296445us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-03-310001296445us-gaap:ParentMember2026-03-310001296445us-gaap:NoncontrollingInterestMember2026-03-3100012964452026-03-310001296445us-gaap:AdditionalPaidInCapitalMember2026-04-012026-06-300001296445us-gaap:ParentMember2026-04-012026-06-3000012964452026-04-012026-06-300001296445us-gaap:CommonStockMember2026-04-012026-06-300001296445us-gaap:RetainedEarningsMember2026-04-012026-06-300001296445us-gaap:NoncontrollingInterestMember2026-04-012026-06-300001296445us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-04-012026-06-300001296445us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2026-04-012026-06-300001296445us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:ParentMember2026-04-012026-06-300001296445us-gaap:CrossCurrencyInterestRateContractMember2026-04-012026-06-300001296445us-gaap:InterestRateSwapMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2026-04-012026-06-300001296445us-gaap:InterestRateSwapMemberus-gaap:ParentMember2026-04-012026-06-300001296445us-gaap:InterestRateSwapMember2026-04-012026-06-300001296445us-gaap:CommonStockMember2026-06-300001296445us-gaap:AdditionalPaidInCapitalMember2026-06-300001296445us-gaap:TreasuryStockCommonMember2026-06-300001296445us-gaap:RetainedEarningsMember2026-06-300001296445us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-06-300001296445us-gaap:ParentMember2026-06-300001296445us-gaap:NoncontrollingInterestMember2026-06-3000012964452026-06-300001296445us-gaap:AdditionalPaidInCapitalMember2026-07-012026-09-300001296445us-gaap:ParentMember2026-07-012026-09-300001296445us-gaap:CommonStockMember2026-07-012026-09-300001296445us-gaap:NoncontrollingInterestMember2026-07-012026-09-300001296445us-gaap:RetainedEarningsMember2026-07-012026-09-300001296445us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-07-012026-09-300001296445us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2026-07-012026-09-300001296445us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:ParentMember2026-07-012026-09-300001296445us-gaap:CrossCurrencyInterestRateContractMember2026-07-012026-09-300001296445us-gaap:InterestRateSwapMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2026-07-012026-09-300001296445us-gaap:InterestRateSwapMemberus-gaap:ParentMember2026-07-012026-09-300001296445us-gaap:CommonStockMember2026-09-300001296445us-gaap:AdditionalPaidInCapitalMember2026-09-300001296445us-gaap:TreasuryStockCommonMember2026-09-300001296445us-gaap:RetainedEarningsMember2026-09-300001296445us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-09-300001296445us-gaap:ParentMember2026-09-300001296445us-gaap:NoncontrollingInterestMember2026-09-300001296445us-gaap:SeniorNotesMemberora:OrmatGeothermalSeniorSecuredNotesMember2026-06-110001296445ora:ProjectSubsidiariesGeothermalPowerPlantsMemberora:OrmatGeothermalLLCMember2026-06-110001296445ora:SeriesAInvesteeMember2023-04-300001296445ora:SeriesAInvesteeMember2026-04-012026-06-300001296445ora:SeriesAInvesteeMember2026-09-300001296445ora:WapsalitGeothermalPowerMemberus-gaap:SecuredDebtMemberora:GeothermalExplorationProjectMember2026-05-150001296445ora:WapsalitGeothermalPowerMemberus-gaap:SecuredDebtMemberora:GeothermalExplorationProjectMemberora:TrancheFacilityAMember2026-05-150001296445ora:WapsalitGeothermalPowerMemberus-gaap:SecuredDebtMemberora:GeothermalExplorationProjectMemberora:TrancheFacilityBMember2026-05-150001296445ora:WapsalitGeothermalPowerMemberus-gaap:SecuredDebtMemberora:GeothermalExplorationProjectMemberora:TrancheFacilityAMember2026-05-152026-05-150001296445ora:WapsalitGeothermalPowerMemberus-gaap:SecuredDebtMemberora:GeothermalExplorationProjectMemberora:TrancheFacilityBMember2026-05-152026-05-150001296445us-gaap:ConvertibleDebtMemberora:A2031ConvertibleNotesMember2026-03-200001296445us-gaap:ConvertibleDebtMemberora:SeriesAConvertibleSeniorNotesDue2031Member2026-03-200001296445us-gaap:ConvertibleDebtMemberora:SeriesBConvertibleSeniorNotesDue2031Member2026-03-200001296445us-gaap:ConvertibleDebtMemberora:DebtConversionTermsOneMember2026-03-202026-03-200001296445us-gaap:ConvertibleDebtMemberora:DebtConversionTermsOnePriorToMarch152030Member2026-03-202026-03-200001296445us-gaap:ConvertibleDebtMemberora:DebtConversionTermsOneOnOrAfterMarch152030Member2026-03-202026-03-200001296445us-gaap:ConvertibleDebtMemberora:DebtConversionTermsTwoMember2026-03-202026-03-200001296445us-gaap:ConvertibleDebtMemberora:DebtConversionTermsThreeMember2026-03-202026-03-200001296445us-gaap:ConvertibleDebtMember2026-03-202026-03-200001296445us-gaap:ConvertibleDebtMemberora:SeriesBConvertibleSeniorNotesDue2031Member2026-03-202026-03-200001296445us-gaap:ConvertibleDebtMemberora:SeriesAConvertibleSeniorNotesDue2031Member2026-03-202026-03-200001296445us-gaap:ConvertibleDebtMemberora:ConvertibleSeniorNotesDue2027Member2026-03-200001296445ora:A2031ConvertibleSeniorNotesMember2026-09-300001296445ora:A2031ConvertibleSeniorNotesMember2026-07-012026-09-300001296445ora:A2031ConvertibleSeniorNotesMember2026-01-012026-09-300001296445us-gaap:ConvertibleDebtMember2026-03-2000012964452026-03-202026-03-200001296445us-gaap:ConvertibleDebtMemberora:ConvertibleSeniorNotesDue2027Member2026-03-202026-03-200001296445us-gaap:ConvertibleDebtMember2026-01-012026-09-300001296445ora:ConvertibleSeniorNotesDue2027Member2026-09-300001296445ora:ConvertibleSeniorNotesDue2027Member2025-12-310001296445ora:ConvertibleSeniorNotesDue2031Member2026-09-300001296445ora:ConvertibleSeniorNotesDue2031Member2025-12-310001296445ora:InnergexRenewablesUSALLCMember2026-01-292026-01-290001296445ora:InnergexRenewablesUSALLCMember2026-01-290001296445ora:InnergexRenewablesUSALLCMember2026-01-012026-09-300001296445ora:InnergexRenewablesUSALLCMemberora:StorageMember2026-07-012026-09-300001296445ora:InnergexRenewablesUSALLCMemberora:StorageMember2026-01-012026-09-300001296445ora:InnergexRenewablesUSALLCMember2026-07-012026-09-300001296445ora:CyrqEnergyMember2025-06-180001296445ora:CyrqEnergyMember2025-06-182025-06-180001296445ora:SageGeosystemsInc.Member2026-01-162026-01-160001296445srt:MaximumMemberora:SageGeosystemsInc.Member2026-01-1600012964452026-01-160001296445ora:SageGeosystemsInc.Member2026-09-300001296445ora:TOPP2PowerPlantMember2026-01-012026-09-300001296445ora:TOPP2PowerPlantMember2025-12-310001296445ora:TOPP2PowerPlantMember2026-01-012026-03-310001296445ora:SettlementAgreementMember2024-08-162024-08-160001296445ora:Pomona1BatteryEnergyStorageFacilityMember2026-01-012026-09-300001296445ora:Pomona1BatteryEnergyStorageFacilityMember2025-01-012025-09-300001296445ora:Pomona1BatteryEnergyStorageFacilityMember2025-07-012025-09-300001296445us-gaap:NonUsMember2026-09-300001296445us-gaap:NonUsMember2025-12-310001296445us-gaap:CustomerConcentrationRiskMemberora:PrimaryCustomersMemberus-gaap:AccountsReceivableMember2026-01-012026-09-300001296445us-gaap:CustomerConcentrationRiskMemberora:PrimaryCustomersMemberus-gaap:AccountsReceivableMember2025-01-012025-12-310001296445us-gaap:CustomerConcentrationRiskMemberora:TotalReceivablesMember2026-09-300001296445us-gaap:CustomerConcentrationRiskMemberora:TotalReceivablesMember2025-12-310001296445us-gaap:CustomerConcentrationRiskMemberora:SouthernCaliforniaPublicPowerAuthorityMemberus-gaap:SalesRevenueNetMember2026-07-012026-09-300001296445us-gaap:CustomerConcentrationRiskMemberora:SouthernCaliforniaPublicPowerAuthorityMemberus-gaap:SalesRevenueNetMember2025-07-012025-09-300001296445us-gaap:CustomerConcentrationRiskMemberora:SouthernCaliforniaPublicPowerAuthorityMemberus-gaap:SalesRevenueNetMember2026-01-012026-09-300001296445us-gaap:CustomerConcentrationRiskMemberora:SouthernCaliforniaPublicPowerAuthorityMemberus-gaap:SalesRevenueNetMember2025-01-012025-09-300001296445us-gaap:CustomerConcentrationRiskMemberora:SierraPacificPowerCompanyAndNevadaPowerCompanyMemberus-gaap:SalesRevenueNetMember2026-07-012026-09-300001296445us-gaap:CustomerConcentrationRiskMemberora:SierraPacificPowerCompanyAndNevadaPowerCompanyMemberus-gaap:SalesRevenueNetMember2025-07-012025-09-300001296445us-gaap:CustomerConcentrationRiskMemberora:SierraPacificPowerCompanyAndNevadaPowerCompanyMemberus-gaap:SalesRevenueNetMember2026-01-012026-09-300001296445us-gaap:CustomerConcentrationRiskMemberora:SierraPacificPowerCompanyAndNevadaPowerCompanyMemberus-gaap:SalesRevenueNetMember2025-01-012025-09-300001296445us-gaap:CustomerConcentrationRiskMemberora:KenyaPowerAndLightingCoLTDMemberus-gaap:SalesRevenueNetMember2026-07-012026-09-300001296445us-gaap:CustomerConcentrationRiskMemberora:KenyaPowerAndLightingCoLTDMemberus-gaap:SalesRevenueNetMember2025-07-012025-09-300001296445us-gaap:CustomerConcentrationRiskMemberora:KenyaPowerAndLightingCoLTDMemberus-gaap:SalesRevenueNetMember2026-01-012026-09-300001296445us-gaap:CustomerConcentrationRiskMemberora:KenyaPowerAndLightingCoLTDMemberus-gaap:SalesRevenueNetMember2025-01-012025-09-300001296445ora:KenyaPowerAndLightingCoLTDMember2026-09-300001296445us-gaap:SubsequentEventMemberora:KenyaPowerAndLightingCoLTDMember2026-10-012026-10-310001296445ora:ENEEEmpresaNacionalDeEnergiaElectricaMember2026-09-300001296445us-gaap:SubsequentEventMemberora:ENEEEmpresaNacionalDeEnergiaElectricaMember2026-10-012026-10-310001296445us-gaap:ProductMember2026-09-300001296445us-gaap:ProductMember2026-10-012026-09-300001296445us-gaap:ConvertibleDebtMemberora:A2031ConvertibleNotesMember2026-03-202026-03-200001296445us-gaap:CarryingReportedAmountFairValueDisclosureMember2026-09-300001296445us-gaap:EstimateOfFairValueFairValueDisclosureMember2026-09-300001296445us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel1Member2026-09-300001296445us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Member2026-09-300001296445us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel3Member2026-09-300001296445us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:InterestRateSwapMember2026-09-300001296445us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:InterestRateSwapMember2026-09-300001296445us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:InterestRateSwapMemberus-gaap:FairValueInputsLevel1Member2026-09-300001296445us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:InterestRateSwapMemberus-gaap:FairValueInputsLevel2Member2026-09-300001296445us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:InterestRateSwapMemberus-gaap:FairValueInputsLevel3Member2026-09-300001296445us-gaap:CarryingReportedAmountFairValueDisclosureMemberora:CrossCurrencySwapMember2026-09-300001296445us-gaap:EstimateOfFairValueFairValueDisclosureMemberora:CrossCurrencySwapMember2026-09-300001296445us-gaap:EstimateOfFairValueFairValueDisclosureMemberora:CrossCurrencySwapMemberus-gaap:FairValueInputsLevel1Member2026-09-300001296445us-gaap:EstimateOfFairValueFairValueDisclosureMemberora:CrossCurrencySwapMemberus-gaap:FairValueInputsLevel2Member2026-09-300001296445us-gaap:EstimateOfFairValueFairValueDisclosureMemberora:CrossCurrencySwapMemberus-gaap:FairValueInputsLevel3Member2026-09-300001296445us-gaap:CarryingReportedAmountFairValueDisclosureMemberora:CurrencyForwardAndOptionContractsMember2026-09-300001296445us-gaap:EstimateOfFairValueFairValueDisclosureMemberora:CurrencyForwardAndOptionContractsMember2026-09-300001296445us-gaap:EstimateOfFairValueFairValueDisclosureMemberora:CurrencyForwardAndOptionContractsMemberus-gaap:FairValueInputsLevel1Member2026-09-300001296445us-gaap:EstimateOfFairValueFairValueDisclosureMemberora:CurrencyForwardAndOptionContractsMemberus-gaap:FairValueInputsLevel2Member2026-09-300001296445us-gaap:EstimateOfFairValueFairValueDisclosureMemberora:CurrencyForwardAndOptionContractsMemberus-gaap:FairValueInputsLevel3Member2026-09-300001296445us-gaap:CarryingReportedAmountFairValueDisclosureMember2025-12-310001296445us-gaap:EstimateOfFairValueFairValueDisclosureMember2025-12-310001296445us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel1Member2025-12-310001296445us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Member2025-12-310001296445us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel3Member2025-12-310001296445us-gaap:CarryingReportedAmountFairValueDisclosureMemberora:CrossCurrencySwapMember2025-12-310001296445us-gaap:EstimateOfFairValueFairValueDisclosureMemberora:CrossCurrencySwapMember2025-12-310001296445us-gaap:EstimateOfFairValueFairValueDisclosureMemberora:CrossCurrencySwapMemberus-gaap:FairValueInputsLevel1Member2025-12-310001296445us-gaap:EstimateOfFairValueFairValueDisclosureMemberora:CrossCurrencySwapMemberus-gaap:FairValueInputsLevel2Member2025-12-310001296445us-gaap:EstimateOfFairValueFairValueDisclosureMemberora:CrossCurrencySwapMemberus-gaap:FairValueInputsLevel3Member2025-12-310001296445us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:InterestRateSwapMember2025-12-310001296445us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:InterestRateSwapMember2025-12-310001296445us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:InterestRateSwapMemberus-gaap:FairValueInputsLevel1Member2025-12-310001296445us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:InterestRateSwapMemberus-gaap:FairValueInputsLevel2Member2025-12-310001296445us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:InterestRateSwapMemberus-gaap:FairValueInputsLevel3Member2025-12-310001296445us-gaap:OtherReceivablesNetCurrentora:CrossCurrencySwapMember2026-09-300001296445us-gaap:OtherReceivablesNetCurrentora:CrossCurrencySwapMember2025-12-310001296445ora:CurrencyForwardAndOptionContractsMember2026-07-012026-09-300001296445ora:CurrencyForwardAndOptionContractsMember2025-07-012025-09-300001296445ora:CurrencyForwardAndOptionContractsMember2026-01-012026-09-300001296445ora:CurrencyForwardAndOptionContractsMember2025-01-012025-09-300001296445us-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember2026-06-300001296445us-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember2025-06-300001296445us-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember2025-12-310001296445us-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember2024-12-310001296445ora:CrossCurrencySwapMemberus-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember2026-07-012026-09-300001296445ora:CrossCurrencySwapMemberus-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember2025-07-012025-09-300001296445ora:CrossCurrencySwapMemberus-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember2026-01-012026-09-300001296445ora:CrossCurrencySwapMemberus-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember2025-01-012025-09-300001296445us-gaap:InterestRateSwapMemberus-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember2026-07-012026-09-300001296445us-gaap:InterestRateSwapMemberus-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember2025-07-012025-09-300001296445us-gaap:InterestRateSwapMemberus-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember2026-01-012026-09-300001296445us-gaap:InterestRateSwapMemberus-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember2025-01-012025-09-300001296445us-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember2026-09-300001296445us-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember2025-09-300001296445us-gaap:EstimateOfFairValueFairValueDisclosureMemberora:FixedRateLoansMemberus-gaap:NonrecourseMemberus-gaap:FairValueInputsLevel3Member2026-09-300001296445us-gaap:EstimateOfFairValueFairValueDisclosureMemberora:FixedRateLoansMemberus-gaap:NonrecourseMemberus-gaap:FairValueInputsLevel3Member2025-12-310001296445us-gaap:CarryingReportedAmountFairValueDisclosureMemberora:FixedRateLoansMemberus-gaap:NonrecourseMember2026-09-300001296445us-gaap:CarryingReportedAmountFairValueDisclosureMemberora:FixedRateLoansMemberus-gaap:NonrecourseMember2025-12-310001296445us-gaap:EstimateOfFairValueFairValueDisclosureMemberora:FixedRateLoansMemberus-gaap:RecourseMemberus-gaap:FairValueInputsLevel3Member2026-09-300001296445us-gaap:EstimateOfFairValueFairValueDisclosureMemberora:FixedRateLoansMemberus-gaap:RecourseMemberus-gaap:FairValueInputsLevel3Member2025-12-310001296445us-gaap:CarryingReportedAmountFairValueDisclosureMemberora:FixedRateLoansMemberus-gaap:RecourseMember2026-09-300001296445us-gaap:CarryingReportedAmountFairValueDisclosureMemberora:FixedRateLoansMemberus-gaap:RecourseMember2025-12-310001296445us-gaap:EstimateOfFairValueFairValueDisclosureMemberora:VariableRateLoansMemberus-gaap:RecourseMemberus-gaap:FairValueInputsLevel3Member2026-09-300001296445us-gaap:EstimateOfFairValueFairValueDisclosureMemberora:VariableRateLoansMemberus-gaap:RecourseMemberus-gaap:FairValueInputsLevel3Member2025-12-310001296445us-gaap:CarryingReportedAmountFairValueDisclosureMemberora:VariableRateLoansMemberus-gaap:RecourseMember2026-09-300001296445us-gaap:CarryingReportedAmountFairValueDisclosureMemberora:VariableRateLoansMemberus-gaap:RecourseMember2025-12-310001296445us-gaap:EstimateOfFairValueFairValueDisclosureMemberora:FixedRateLoansMemberus-gaap:FairValueInputsLevel3Member2026-09-300001296445us-gaap:EstimateOfFairValueFairValueDisclosureMemberora:FixedRateLoansMemberus-gaap:FairValueInputsLevel3Member2025-12-310001296445us-gaap:CarryingReportedAmountFairValueDisclosureMemberora:FixedRateLoansMember2026-09-300001296445us-gaap:CarryingReportedAmountFairValueDisclosureMemberora:FixedRateLoansMember2025-12-310001296445us-gaap:EstimateOfFairValueFairValueDisclosureMemberora:ConvertibleSeniorNotesDue2027Memberus-gaap:FairValueInputsLevel2Member2026-09-300001296445us-gaap:EstimateOfFairValueFairValueDisclosureMemberora:ConvertibleSeniorNotesDue2027Memberus-gaap:FairValueInputsLevel2Member2025-12-310001296445us-gaap:CarryingReportedAmountFairValueDisclosureMemberora:ConvertibleSeniorNotesDue2027Member2026-09-300001296445us-gaap:CarryingReportedAmountFairValueDisclosureMemberora:ConvertibleSeniorNotesDue2027Member2025-12-310001296445us-gaap:EstimateOfFairValueFairValueDisclosureMemberora:ConvertibleSeniorNotesDue2031Memberus-gaap:FairValueInputsLevel2Member2026-09-300001296445us-gaap:EstimateOfFairValueFairValueDisclosureMemberora:ConvertibleSeniorNotesDue2031Memberus-gaap:FairValueInputsLevel2Member2025-12-310001296445us-gaap:CarryingReportedAmountFairValueDisclosureMemberora:ConvertibleSeniorNotesDue2031Member2026-09-300001296445us-gaap:CarryingReportedAmountFairValueDisclosureMemberora:ConvertibleSeniorNotesDue2031Member2025-12-310001296445us-gaap:RestrictedStockUnitsRSUMemberora:The2018IncentiveCompensationPlanMember2026-03-012026-03-310001296445ora:PerformanceStockUnitsPSUsMemberora:The2018IncentiveCompensationPlanMember2026-03-012026-03-310001296445ora:RestrictedStockUnitsRSUsAndPerformanceStockUnitsPSUsMemberora:The2018IncentiveCompensationPlanMembersrt:MinimumMember2026-03-012026-03-310001296445ora:RestrictedStockUnitsRSUsAndPerformanceStockUnitsPSUsMemberora:The2018IncentiveCompensationPlanMembersrt:MaximumMember2026-03-012026-03-310001296445srt:MinimumMember2026-03-012026-03-310001296445srt:MaximumMember2026-03-012026-03-3100012964452026-03-012026-03-310001296445us-gaap:RestrictedStockUnitsRSUMemberora:The2018IncentiveCompensationPlanMember2025-03-012025-03-310001296445ora:PerformanceStockUnitsPSUsMemberora:The2018IncentiveCompensationPlanMember2025-03-012025-03-310001296445ora:RestrictedStockUnitsRSUsAndPerformanceStockUnitsPSUsMemberora:The2018IncentiveCompensationPlanMembersrt:MinimumMember2025-03-012025-03-310001296445ora:RestrictedStockUnitsRSUsAndPerformanceStockUnitsPSUsMemberora:The2018IncentiveCompensationPlanMembersrt:MaximumMember2025-03-012025-03-310001296445srt:MinimumMember2025-03-012025-03-310001296445srt:MaximumMember2025-03-012025-03-3100012964452025-03-012025-03-310001296445ora:A2027ConvertibleSeniorNotesMember2026-09-300001296445ora:A2031ConvertibleSeniorNotesMember2026-09-300001296445ora:ElectricitySegmentMembercountry:USus-gaap:OperatingSegmentsMember2026-07-012026-09-300001296445ora:ProductSegmentMembercountry:USus-gaap:OperatingSegmentsMember2026-07-012026-09-300001296445ora:EnergyStorageSegmentMembercountry:USus-gaap:OperatingSegmentsMember2026-07-012026-09-300001296445country:USus-gaap:OperatingSegmentsMember2026-07-012026-09-300001296445ora:ElectricitySegmentMemberus-gaap:NonUsMemberus-gaap:OperatingSegmentsMember2026-07-012026-09-300001296445ora:ProductSegmentMemberus-gaap:NonUsMemberus-gaap:OperatingSegmentsMember2026-07-012026-09-300001296445ora:EnergyStorageSegmentMemberus-gaap:NonUsMemberus-gaap:OperatingSegmentsMember2026-07-012026-09-300001296445us-gaap:NonUsMemberus-gaap:OperatingSegmentsMember2026-07-012026-09-300001296445ora:ElectricitySegmentMemberus-gaap:OperatingSegmentsMember2026-07-012026-09-300001296445ora:ProductSegmentMemberus-gaap:OperatingSegmentsMember2026-07-012026-09-300001296445ora:EnergyStorageSegmentMemberus-gaap:OperatingSegmentsMember2026-07-012026-09-300001296445us-gaap:OperatingSegmentsMember2026-07-012026-09-300001296445ora:ElectricitySegmentMember2026-07-012026-09-300001296445ora:ProductSegmentMember2026-07-012026-09-300001296445ora:EnergyStorageSegmentMember2026-07-012026-09-300001296445ora:ElectricitySegmentMemberus-gaap:OperatingSegmentsMember2026-09-300001296445ora:ProductSegmentMemberus-gaap:OperatingSegmentsMember2026-09-300001296445ora:EnergyStorageSegmentMemberus-gaap:OperatingSegmentsMember2026-09-300001296445ora:ElectricitySegmentMemberus-gaap:MaterialReconcilingItemsMember2026-09-300001296445ora:ProductSegmentMemberus-gaap:MaterialReconcilingItemsMember2026-09-300001296445ora:EnergyStorageSegmentMemberus-gaap:MaterialReconcilingItemsMember2026-09-300001296445us-gaap:MaterialReconcilingItemsMember2026-09-300001296445ora:ElectricitySegmentMembercountry:USus-gaap:OperatingSegmentsMember2025-07-012025-09-300001296445ora:ProductSegmentMembercountry:USus-gaap:OperatingSegmentsMember2025-07-012025-09-300001296445ora:EnergyStorageSegmentMembercountry:USus-gaap:OperatingSegmentsMember2025-07-012025-09-300001296445country:USus-gaap:OperatingSegmentsMember2025-07-012025-09-300001296445ora:ElectricitySegmentMemberus-gaap:NonUsMemberus-gaap:OperatingSegmentsMember2025-07-012025-09-300001296445ora:ProductSegmentMemberus-gaap:NonUsMemberus-gaap:OperatingSegmentsMember2025-07-012025-09-300001296445ora:EnergyStorageSegmentMemberus-gaap:NonUsMemberus-gaap:OperatingSegmentsMember2025-07-012025-09-300001296445us-gaap:NonUsMemberus-gaap:OperatingSegmentsMember2025-07-012025-09-300001296445ora:ElectricitySegmentMemberus-gaap:OperatingSegmentsMember2025-07-012025-09-300001296445ora:ProductSegmentMemberus-gaap:OperatingSegmentsMember2025-07-012025-09-300001296445ora:EnergyStorageSegmentMemberus-gaap:OperatingSegmentsMember2025-07-012025-09-300001296445us-gaap:OperatingSegmentsMember2025-07-012025-09-300001296445ora:ElectricitySegmentMember2025-07-012025-09-300001296445ora:ProductSegmentMember2025-07-012025-09-300001296445ora:EnergyStorageSegmentMember2025-07-012025-09-300001296445ora:ElectricitySegmentMemberus-gaap:OperatingSegmentsMember2025-09-300001296445ora:ProductSegmentMemberus-gaap:OperatingSegmentsMember2025-09-300001296445ora:EnergyStorageSegmentMemberus-gaap:OperatingSegmentsMember2025-09-300001296445ora:ElectricitySegmentMemberus-gaap:MaterialReconcilingItemsMember2025-09-300001296445ora:ProductSegmentMemberus-gaap:MaterialReconcilingItemsMember2025-09-300001296445ora:EnergyStorageSegmentMemberus-gaap:MaterialReconcilingItemsMember2025-09-300001296445us-gaap:MaterialReconcilingItemsMember2025-09-300001296445ora:ElectricitySegmentMembercountry:USus-gaap:OperatingSegmentsMember2026-01-012026-09-300001296445ora:ProductSegmentMembercountry:USus-gaap:OperatingSegmentsMember2026-01-012026-09-300001296445ora:EnergyStorageSegmentMembercountry:USus-gaap:OperatingSegmentsMember2026-01-012026-09-300001296445country:USus-gaap:OperatingSegmentsMember2026-01-012026-09-300001296445ora:ElectricitySegmentMemberus-gaap:NonUsMemberus-gaap:OperatingSegmentsMember2026-01-012026-09-300001296445ora:ProductSegmentMemberus-gaap:NonUsMemberus-gaap:OperatingSegmentsMember2026-01-012026-09-300001296445ora:EnergyStorageSegmentMemberus-gaap:NonUsMemberus-gaap:OperatingSegmentsMember2026-01-012026-09-300001296445us-gaap:NonUsMemberus-gaap:OperatingSegmentsMember2026-01-012026-09-300001296445ora:ElectricitySegmentMemberus-gaap:OperatingSegmentsMember2026-01-012026-09-300001296445ora:ProductSegmentMemberus-gaap:OperatingSegmentsMember2026-01-012026-09-300001296445ora:EnergyStorageSegmentMemberus-gaap:OperatingSegmentsMember2026-01-012026-09-300001296445us-gaap:OperatingSegmentsMember2026-01-012026-09-300001296445ora:ElectricitySegmentMember2026-01-012026-09-300001296445ora:ProductSegmentMember2026-01-012026-09-300001296445ora:EnergyStorageSegmentMember2026-01-012026-09-300001296445ora:ElectricitySegmentMembercountry:USus-gaap:OperatingSegmentsMember2025-01-012025-09-300001296445ora:ProductSegmentMembercountry:USus-gaap:OperatingSegmentsMember2025-01-012025-09-300001296445ora:EnergyStorageSegmentMembercountry:USus-gaap:OperatingSegmentsMember2025-01-012025-09-300001296445country:USus-gaap:OperatingSegmentsMember2025-01-012025-09-300001296445ora:ElectricitySegmentMemberus-gaap:NonUsMemberus-gaap:OperatingSegmentsMember2025-01-012025-09-300001296445ora:ProductSegmentMemberus-gaap:NonUsMemberus-gaap:OperatingSegmentsMember2025-01-012025-09-300001296445ora:EnergyStorageSegmentMemberus-gaap:NonUsMemberus-gaap:OperatingSegmentsMember2025-01-012025-09-300001296445us-gaap:NonUsMemberus-gaap:OperatingSegmentsMember2025-01-012025-09-300001296445ora:ElectricitySegmentMemberus-gaap:OperatingSegmentsMember2025-01-012025-09-300001296445ora:ProductSegmentMemberus-gaap:OperatingSegmentsMember2025-01-012025-09-300001296445ora:EnergyStorageSegmentMemberus-gaap:OperatingSegmentsMember2025-01-012025-09-300001296445us-gaap:OperatingSegmentsMember2025-01-012025-09-300001296445ora:ElectricitySegmentMember2025-01-012025-09-300001296445ora:ProductSegmentMember2025-01-012025-09-300001296445ora:EnergyStorageSegmentMember2025-01-012025-09-300001296445ora:ElectricitySegmentMembercountry:USora:AccountedForUnderAsc606Member2026-07-012026-09-300001296445ora:ElectricitySegmentMembercountry:USora:AccountedForUnderAsc606Member2026-01-012026-09-300001296445ora:ElectricitySegmentMembercountry:USora:AccountedForUnderAsc606Member2025-07-012025-09-300001296445ora:ElectricitySegmentMembercountry:USora:AccountedForUnderAsc606Member2025-01-012025-09-300001296445ora:EnergyStorageSegmentMembercountry:USora:AccountedForUnderAsc606Member2026-07-012026-09-300001296445ora:EnergyStorageSegmentMembercountry:USora:AccountedForUnderAsc606Member2026-01-012026-09-300001296445ora:EnergyStorageSegmentMembercountry:USora:AccountedForUnderAsc606Member2025-07-012025-09-300001296445ora:EnergyStorageSegmentMembercountry:USora:AccountedForUnderAsc606Member2025-01-012025-09-300001296445ora:ElectricitySegmentMemberus-gaap:NonUsMemberora:AccountedForUnderAsc606Member2026-07-012026-09-300001296445ora:ElectricitySegmentMemberus-gaap:NonUsMemberora:AccountedForUnderAsc606Member2026-01-012026-09-300001296445ora:ElectricitySegmentMember2026-09-300001296445ora:ElectricitySegmentMember2025-09-300001296445ora:EnergyStorageSegmentMember2026-09-300001296445ora:EnergyStorageSegmentMember2025-09-300001296445ora:ProductSegmentMember2026-09-300001296445ora:ProductSegmentMember2025-09-300001296445us-gaap:SubsequentEventMember2026-11-042026-11-040001296445us-gaap:SubsequentEventMemberora:PunaGeothermalPowerPlantMember2026-10-262026-10-260001296445us-gaap:SubsequentEventMemberora:PunaGeothermalPowerPlantMember2026-10-26
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 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
ORMAT TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware88-0326081
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)
6884 Sierra Center Parkway, Reno, Nevada
89511-2210
(Address of principal executive offices)(Zip Code)
(775) 356-9029
(Registrant’s telephone number, including area code)  
6140 Plumas Street, Reno, Nevada 89519-6075
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock
ORA
NYSE
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:
Large accelerated filer
☑
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 November 1, 2026, the number of outstanding shares of common stock, par value $0.001 per share, was 61,502,991.

ORMAT TECHNOLOGIES, INC.
 
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 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)
September 30, 2026December 31, 2025
(Dollars in thousands)
ASSETS
Current assets:
Cash and cash equivalents $347,968 $147,448 
Restricted cash and cash equivalents (primarily related to VIEs) 164,169 133,418 
Receivables:
Trade less allowance for credit losses of $476 and $308, respectively (primarily related to VIEs)
170,120 164,772 
Other 23,241 36,711 
Inventories 44,244 45,268 
Costs and estimated earnings in excess of billings on uncompleted contracts 64,958 30,011 
Prepaid expenses and other 100,746 40,141 
Total current assets 915,446 597,769 
Investment in unconsolidated companies198,385 162,111 
Deposits and other (primarily related to VIEs)
179,092 137,744 
Deferred income taxes 148,486 138,903 
Property, plant and equipment, net ($3,441,632 and $3,460,079 related to VIEs, respectively)
3,738,493 3,672,569 
Construction-in-process ($431,352 and $392,644 related to VIEs, respectively)
1,093,232 1,048,174 
Operating leases right of use ($24,940 and $17,236 related to VIEs, respectively)
68,711 41,756 
Finance leases right of use (none related to VIEs)
4,088 4,690 
Intangible assets, net 253,428 274,548 
Goodwill 168,005 168,244 
Total assets $6,767,366 $6,246,508 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses $197,983 $234,757 
Short term revolving credit lines with banks (full recourse) — 80,000 
Commercial paper (less deferred financing costs of $13 and $17, respectively)
99,987 99,983 
Convertible senior notes (less deferred financing costs of $4,530)
361,045 — 
Billings in excess of costs and estimated earnings on uncompleted contracts 9,005 13,159 
Current portion of long-term debt:
Limited and non-recourse (primarily related to VIEs)92,893 79,885 
Full recourse 215,353 214,207 
Current portion of financing liability
8,839 9,749 
Operating lease liabilities 5,325 4,764 
Finance lease liabilities 1,560 1,884 
Total current liabilities 991,990 738,388 
Long-term debt, net of current portion:
Limited and non-recourse (primarily related to VIEs and less deferred financing costs of $14,887 and $13,488, respectively)
668,225 645,803 
Full recourse (less deferred financing costs of $3,395 and $4,248, respectively)
841,210 1,009,090 
Convertible senior notes (less deferred financing costs of $17,647 and $4,103, respectively)
807,353 472,334 
Financing liability197,779 206,647 
Operating lease liabilities 52,987 29,760 
Finance lease liabilities 2,592 2,850 
Liability associated with sale of tax benefits 166,649 190,168 
Deferred income taxes 73,396 68,661 
Liability for unrecognized tax benefits 6,179 10,378 
Liabilities for severance pay 12,709 11,942 
Asset retirement obligation 143,015 135,574 
Other long-term liabilities 26,881 33,637 
Total liabilities 3,990,965 3,555,232 
Commitments and contingencies (Note 9)
Redeemable noncontrolling interest 9,701 10,402 
Equity:
The Company's stockholders' equity:
Common stock, par value $0.001 per share; 200,000,000 shares authorized; 61,986,251 and 61,104,078 shares issued; 61,502,991 and 60,845,411 shares outstanding, respectively
62 61 
Additional paid-in capital 1,677,768 1,654,635 
Treasury stock, at cost (483,260 and 258,667 shares held, respectively)
(42,359)(17,964)
Retained earnings 990,303 909,343 
Accumulated other comprehensive income (loss) 7,580 (2,132)
Total stockholders' equity attributable to Company's stockholders 2,633,354 2,543,943 
Noncontrolling interest 133,346 136,931 
Total equity 2,766,700 2,680,874 
Total liabilities, redeemable noncontrolling interest and equity $6,767,366 $6,246,508 

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 September 30,Nine Months Ended September 30,
2026202520262025
(Dollars in thousands,
except per share data)		(Dollars in thousands,
except per share data)
Revenues:
Electricity $163,664 $167,110 $514,520 $507,263 
Product 61,516 62,247 285,638 153,628 
Energy storage 49,941 20,370 137,638 52,616 
Total revenues 275,121 249,727 937,796 713,507 
Cost of revenues:
Electricity 127,411 124,588 382,276 365,657 
Product 51,390 48,766 233,016 116,568 
Energy storage 18,943 12,336 56,060 37,423 
Total cost of revenues 197,744 185,690 671,352 519,648 
Gross profit 77,377 64,037 266,444 193,859 
Operating expenses:
Research and development expenses 1,424 1,284 4,057 5,265 
Selling and marketing expenses 6,146 4,895 17,691 13,437 
General and administrative expenses 23,276 20,174 71,716 57,869 
Other operating income
(1,000)(3,125)(6,125)(10,519)
Impairment of long-lived assets
150 — 8,578 — 
Write-off of unsuccessful exploration and storage activities
2,131 377 10,824 1,144 
Operating income 45,250 40,432 159,703 126,663 
Other income (expense):
Interest income 5,867 1,626 14,368 4,868 
Interest expense, net (44,191)(35,677)(133,122)(106,832)
Derivatives and foreign currency transaction gains (losses) (199)(891)(1,462)6,237 
Income attributable to sale of tax benefits 15,677 14,356 48,851 48,178 
Other non-operating income (expense), net 192 124 (19,952)422 
Income from operations before income tax and equity in earnings of investees
22,596 19,970 68,386 79,536 
Income tax benefit6,775 4,283 31,911 13,544 
Equity in earnings of investees 452 455 153 861 
Net income29,823 24,708 100,450 93,941 
Net income (loss) attributable to noncontrolling interest2,085 (571)2,612 (1,396)
Net income attributable to the Company's stockholders $31,908 $24,137 $103,062 $92,545 
Comprehensive income:
Net income 29,823 24,708 100,450 93,941 
Other comprehensive income (loss), net of related taxes:
Change in foreign currency translation adjustments(273)(2,578)(543)7,730 
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 842 (263)1,285 (1,373)
Change in unrealized gains or losses in respect of a cross-currency swap derivative instrument that qualifies as a cash flow hedge953 (1,881)3,733 (4,023)
Change in unrealized gains or losses in respect of an interest rate swap derivative instrument that qualifies as a cash flow hedge4,613 (258)5,248 (1,003)
Other changes in comprehensive income(421)10 (389)33 
Total other comprehensive income (loss), net of related taxes:5,714 (4,970)9,334 1,364 
Comprehensive income 35,537 19,738 109,784 95,305 
Comprehensive income (loss) attributable to noncontrolling interest2,126 (555)2,973 (3,280)
Comprehensive income attributable to the Company's stockholders $37,663 $19,183 $112,757 $92,025 
Earnings per share attributable to the Company's stockholders:
Basic:$0.52 $0.40 $1.68 $1.53 
Diluted:$0.51 $0.39 $1.65 $1.51 
Weighted average number of shares used in computation of earnings per share attributable to the Company's stockholders:
Basic 61,501 60,749 61,312 60,666 
Diluted 62,165 61,252 62,428 61,132 

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
AdditionalOther
Common StockPaid-inTreasuryRetainedComprehensiveNoncontrollingTotal
SharesAmountCapitalStockEarningsIncome (Loss)TotalInterestEquity
(Dollars in thousands, except per share data)
Balance at December 31, 202460,501 $61 $1,635,245 $(17,964)$814,518 $(6,731)$2,425,129 $125,803 $2,550,932 
Stock-based compensation — — 4,911 — — — 4,911 — 4,911 
Exercise of stock-based awards by employees and directors (*)
162 — — — — — — — — 
Cash paid to noncontrolling interest— — — — — — — (2,767)(2,767)
Cash dividend declared, $0.12 per share
— — — — (7,273)— (7,273)— (7,273)
Net income— — — — 40,362 — 40,362 955 41,317 
Other comprehensive income (loss), net of related taxes:
Currency translation adjustments— — — — — 2,183 2,183 578 2,761 
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— — — — — (896)(896)— (896)
Change in unrealized gains or losses in respect of a cross-currency swap derivative instrument that qualifies as a cash flow hedge
— — — — — (3,466)(3,466)— (3,466)
Change in unrealized gains or losses in respect of an interest rate swap derivative instrument that qualifies as a cash flow hedge
— — — — — (512)(512)— (512)
Other — — — — — 12 12 — 12 
Balance at March 31, 202560,663 $61 $1,640,156 $(17,964)$847,607 $(9,410)$2,460,450 $124,569 $2,585,019 
Balance as of the beginning of the period60,663 $61 $1,640,156 $(17,964)$847,607 $(9,410)$2,460,450 $124,569 $2,585,019 
Stock-based compensation— — 4,621 — — — 4,621 — 4,621 
Exercise of stock-based awards by employees and directors (*)
60 — — — — — — — — 
Cash dividend declared, $0.12 per share
— — — — (7,282)— (7,282)— (7,282)
Increase in noncontrolling interest related to tax monetization transaction— — — — — — — 276 276 
Net income— — — — 28,046 — 28,046 (327)27,719 
Other comprehensive income (loss), net of related taxes:— 
Currency translation adjustment— — — — — 6,225 6,225 1,322 7,547 
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— — — — — (214)(214)— (214)
Change in unrealized gains or losses in respect of a cross-currency swap derivative instrument that qualifies as a
cash flow hedge		— — — — — 1,324 1,324 — 1,324 
Change in unrealized gains or losses in respect of an interest rate swap derivative instrument that qualifies as a cash flow hedge
— — — — — (233)(233)— (233)
Other— — — — — 11 11 — 11 
Balance at June 30, 202560,723 $61 $1,644,777 $(17,964)$868,371 $(2,297)$2,492,948 $125,840 $2,618,788 
Balance as of the beginning of the period60,723 $61 $1,644,777 $(17,964)$868,371 $(2,297)$2,492,948 $125,840 $2,618,788 
Stock-based compensation— — 4,941 — — — 4,941 — 4,941 
Exercise of stock-based awards by employees and directors (*)
58 — — — — — — — — 
Cash paid to noncontrolling interest— — — — — — — (2,941)(2,941)
Cash dividend declared, $0.12 per share
— — — — (7,275)— (7,275)— (7,275)
Transaction with noncontrolling interest
— — — — — — 9,587 9,587 
Net income— — — — 24,137 — 24,137 686 24,823 
Other comprehensive income (loss), net of related taxes:
Currency translation adjustment— — — — — (2,562)(2,562)(16)(2,578)
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 — — — — — (263)(263)— (263)
Change in unrealized gains or losses in respect of a cross-currency swap derivative instrument that qualifies as a cash flow hedge— — — — — (1,881)(1,881)— (1,881)
Change in unrealized gains or losses in respect of an interest rate swap derivative instrument that qualifies as a cash flow hedge
— — — — (258)(258)— (258)
Other
— — — — — 10 10 — 10 
Balance at September 30, 202560,781 $61 $1,649,718 $(17,964)$885,233 $(7,251)$2,509,797 $133,156 $2,642,953 
Balance at December 31, 202560,845 $61 $1,654,635 $(17,964)$909,343 $(2,132)$2,543,943 $136,931 $2,680,874 
Stock-based compensation— — 4,724 — — — 4,724 — 4,724 
Exercise of stock-based awards by employees and directors (*)232 — — — — — — — — 
Gain from induced conversion— — 6,684 — — — 6,684 — 6,684 
Common stock issuance for convertible note repayment600 1 — — — — 1 — 1 
Purchase of treasury stock(225)— — (24,395)— — (24,395)— (24,395)
Cash paid to noncontrolling interest— — — — — — — (2,077)(2,077)
Cash dividend declared, $0.12 per share
— — — — (7,506)— (7,506)— (7,506)
Increase in noncontrolling interest related to tax monetization transactions
— — — — — — 2,508 2,508 
Net income— — — — 44,068 — 44,068 569 44,637 
Other comprehensive income (loss), net of related taxes:
Currency translation adjustments— — — — — 1,508 1,508 (410)1,098 
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— — — — — 64 64 — 64 
Change in unrealized gains or losses in respect of a cross-currency swap derivative instrument that qualifies as a cash flow hedge— — — — — 369 369 — 369 
Change in unrealized gains or losses in respect of an interest rate swap derivative instrument that qualifies as a cash flow hedge— — — — — 1,478 1,478 — 1,478 
Other — — — — — 1 1 — 1 
Balance at March 31, 202661,452 $62 $1,666,043 $(42,359)$945,905 $1,288 $2,570,939 $137,521 $2,708,460 
Balance as of the beginning of the period61,452 $62 $1,666,043 $(42,359)$945,905 $1,288 $2,570,939 $137,521 $2,708,460 
Stock-based compensation— — 6,244 — — — 6,244 — 6,244 
Exercise of stock-based awards by employees and directors (*)
45 — — — — — — — — 
Cash dividend declared, $0.12 per share
— — — — (7,210)— (7,210)— (7,210)
Increase (decrease) in noncontrolling interest related to tax monetization transaction— — — — — — — (284)(284)
Net income— — — — 27,086 — 27,086 (826)26,260 
Other comprehensive income (loss), net of related taxes:
Currency translation adjustment— — — — — (1,458)(1,458)90 (1,368)
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 — — — — — 379 379 — 379 
Change in unrealized gains or losses in respect of a cross-currency swap derivative instrument that qualifies as a cash flow hedge— — — — — 2,411 2,411 — 2,411 
Change in unrealized gains or losses in respect of an interest rate swap derivative instrument that qualifies as a cash flow hedge— — — — — (843)(843)— (843)
Other — — 22 — — 9 31 — 31 
Balance at June 30, 202661,497 $62 $1,672,309 $(42,359)$965,781 $1,786 $2,597,579 $136,501 $2,734,080 
Balance as of the beginning of the period61,497 $62 $1,672,309 $(42,359)$965,781 $1,786 $2,597,579 $136,501 $2,734,080 
Stock-based compensation— — 5,498 — — — 5,498 — 5,498 
Exercise of stock-based awards by employees and directors (*)
6 — — — — — — — — 
Cash paid to noncontrolling interest— — — — — — — (1,588)(1,588)
Cash dividend declared, $0.12 per share
— — — — (7,386)— (7,386)— (7,386)
Increase in noncontrolling interest— — — — — — 383 383 
Net income— — — — 31,908 — 31,908 (1,909)29,999 
Other comprehensive income (loss), net of related taxes:
Currency translation adjustment— — — — — (232)(232)(41)(273)
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— — — — — 842 842 — 842 
Change in unrealized gains or losses in respect of a cross-currency swap derivative instrument that qualifies as a cash flow hedge— — — — — 953 953 — 953 
Change in unrealized gains or losses in respect of an interest rate swap derivative instrument that qualifies as a cash flow hedge— — — — — 4,613 4,613 — 4,613 
Other comprehensive income (loss)— — (39)— — (382)(421)— (421)
Balance at September 30, 202661,503 $62 $1,677,768 $(42,359)$990,303 $7,580 $2,633,354 $133,346 $2,766,700 
    
(*) 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) 
Nine Months Ended September 30,
20262025
(Dollars in thousands)
Cash flows from operating activities:
Net income $100,450 $93,941 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 238,441 214,789 
Accretion of asset retirement obligation 6,711 6,379 
Stock-based compensation 16,466 14,474 
Income attributable to sale of tax benefits, net of interest expense (21,807)(20,612)
Equity in earnings of investees(153)(861)
Mark-to-market of derivative instruments (184)(1,206)
Disposal of property, plant and equipment 54 (317)
Write-off of unsuccessful exploration and storage activities 10,824 1,144 
Write-off of long-lived assets
8,578 — 
Gain on severance pay fund asset(313)(167)
Changes in fair value of equity investments without a readily determinable fair value
(4,332)— 
Bargain purchase gain
(9,616)— 
Induced conversion expense
34,413 — 
Loss (gain) on foreign currency exchange rates414 (8,139)
Deferred income tax provision (47,843)(22,036)
Liability for unrecognized tax benefits (4,199)853 
Gain from sale of a power plant
(24,756)— 
Changes in operating assets and liabilities, net of businesses acquired:
Receivables 6,175 19,139 
Costs and estimated earnings in excess of billings on uncompleted contracts (36,242)6,623 
Long-term costs and estimated earnings in excess of billings on uncompleted contracts
(6,363)(40,063)
Inventories 2,429 (6,512)
Prepaid expenses and other (23,464)(1,535)
Change in operating lease right of use asset 4,514 3,741 
Deposits and other (11,973)2,527 
Accounts payable and accrued expenses 5,347 (34,734)
Billings in excess of costs and estimated earnings on uncompleted contracts (4,154)8,196 
Liabilities for severance pay 767 890 
Change in operating lease liabilities(7,725)(3,656)
Other long-term liabilities (3,542)(2,796)
Net cash provided by operating activities 228,917 230,061 
Cash flows from investing activities:
Capital expenditures (424,466)(474,693)
Cash received from sale of a power plant
93,136 — 
Investment in unconsolidated companies (34,918)(16,296)
Distribution from unconsolidated companies16,414 — 
Cash paid for business acquisition, net of cash acquired(78,282)(88,650)
Decrease (increase) in severance pay fund asset, net of payments to retired employees
(166)(158)
Net cash used in investing activities (428,282)(579,797)
Cash flows from financing activities:
Proceeds from long-term loans, net of transaction costs 87,722 444,580 
Proceeds from issuance of convertible notes, net of transaction costs976,100 — 
Purchase of treasury stock(24,395)— 
Proceeds related to tax monetization transactions
51,942 109,828 
Prepayments of convertible notes
(310,862)— 
Proceeds from revolving credit lines with banks 414,000 1,448,500 
Repayment of revolving credit lines with banks (494,000)(1,413,500)
Cash received from noncontrolling interest 5,473 10,276 
Repayments of long-term debt (231,430)(203,264)
Cash paid to noncontrolling interest (4,327)(7,388)
Payments under finance lease obligations(1,599)(1,284)
Debt issuance costs
(14,845)(16,837)
Cash dividends paid (22,102)(21,830)
Net cash provided by financing activities431,677 349,081 
Effect of exchange rate changes (1,041)620 
Net change in cash and cash equivalents and restricted cash and cash equivalents 231,271 (35)
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period 280,866 205,772 
Cash and cash equivalents and restricted cash and cash equivalents at end of period $512,137 $205,737 
Supplemental non-cash investing and financing activities:
Change in accounts payable related to purchases of property, plant and equipment $(31,996)$(11,197)
Right of use assets obtained in exchange for new lease liabilities$25,631 $7,789 
 
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 September 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 floating rate 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 plants as well as 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, as the indirect parent company of the Issuer, has provided a limited guarantee with respect to certain obligations of the Issuer.
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 the 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 September 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 (Persero) (“SMI”), Indonesia’s state-owned infrastructure financing company, 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 Wapsalit 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 million each. Tranche Facility A will bear an annual interest of 6-month Term SOFR+2.5%, payable semi-annually on the 25th of June and December of each year, and Tranche Facility B will bear no interest. Borrowings under the Tranche Facility A and Tranche Facility B mature on July 31, 2029 and as of September 30, 2026, no funds have been withdrawn under either facility. Pursuant to the GREM framework, WGP may receive a waiver or forgiveness of its obligation to repay borrowings under 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 Company’s 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 of the 2031 Convertible Notes on each such trading day; (3) if the Company calls any or all of such series of 2031 Convertible 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 2031 Convertible 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
9
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)

sale price of the Company’s common stock has been at least 130% of the conversion price for the relevant series of 2031 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 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 nine months ended September 30, 2026, $1.1 million and $2.5 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 September 30, 2026, none of the conditions permitting the holders of the Series A Notes to convert their notes early were met. Therefore, the Series A Notes were classified as long-term obligations. As of September 30, 2026, because the one-time repurchase option of the Series B Notes falls within the next 12 months, the Series B Notes were 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 0.6 million shares of its common stock which were issued 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 which was recorded under “Other non-operating income (expense), net” in the condensed consolidated statements of operations and comprehensive income for the nine months ended September 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 Note, as of September 30, 2026, none of the conditions permitting the holders of the 2027 Convertible Notes to convert all or any portion of their notes prior to January 15, 2027 have been met. As of September 30, 2026, the 2027 Convertible Notes are classified as short-term obligations as their maturity date of July 15, 2027 falls within the next 12 months.
The following is a summary of the Company’s convertible notes as of September 30, 2026 and December 31, 2025.
10
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)

September 30, 2026December 31, 2025
(Dollars in millions)
Principal AmountDeferred Financing CostsNet Carrying AmountPrincipal AmountDeferred Financing CostsNet Carrying Amount
2027 Convertible Notes
$190.6 $0.9 $189.7 $476.4 $4.1 $472.3 
2031 Convertible Notes
1,000.0 21.3 978.7 — — — 
less current portion
(365.6)(4.5)(361.0)— — — 
Noncurrent portion
$825.0 $17.6 $807.4 $476.4 $4.1 $472.3 
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 30MW solar PV facility paired with a 30MW/120MWh 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 nine months ended September 30, 2026, the Company incurred $1.4 million of acquisition-related costs. Such costs were included under “General and administrative expenses” in the condensed consolidated statements of operations and comprehensive income for the respective period. The Company did not incur such costs in the third quarter of 2026.
During the three and nine months ended September 30, 2026, the acquired assets contributed $2.9 million and $7.8 million, respectively, to the Company’s Energy Storage revenues, and $1.9 million and $5.3 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 was 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 purchase price allocation to the fair value of the assets acquired and liabilities assumed (in millions):
Cash and cash equivalents
$1.1 
Trade receivables and others (1)
2.6 
Inventory
1.4 
Deferred income taxes 20.3 
Property, plant and equipment and construction-in-process (2)
58.9 
Operating lease right-of-use
7.2 
Other long-term assets
8.0 
Total assets acquired$99.5 
Accounts payable, accrued expenses and others$2.8 
Long-term operating lease liabilities
7.2
Asset retirement obligation0.6
Total liabilities assumed$10.6 
Total assets acquired, and liabilities assumed, net$88.9 
Total cash consideration paid
$79.3 
Bargain purchase gain (3)
$9.6 
(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 was included in “Other non-operating income (expense), net” in the condensed consolidated statement of operations and comprehensive income. The bargain purchase gain was 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 consolidated 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 purchase price allocation to the fair value of the assets acquired and liabilities assumed (in millions):
Trade receivables and others$1.7 
Deferred income taxes5.3 
Property, plant and equipment and construction-in-process (1)
86.2 
Operating lease right-of-use
1.4 
Total assets acquired$94.6 
Accounts payable, accrued expenses and others$0.3 
Long-term operating lease liabilities
1.2
Other long-term liability (2)
16.8
Asset retirement obligation3.7
Total liabilities assumed$22.0 
Total assets acquired, and liabilities assumed, net$72.6 
Goodwill (3)
$16.1 
(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 was 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.
(3) Goodwill is primarily related to the expected synergies, potential cost savings in operations as a result of the purchase transaction as well as potential future enhancements to the geothermal asset. The goodwill is allocated to the Electricity segment and is deductible for tax purposes.
Equity Investment in Sage
On January 16, 2026, the Company entered into an amended and restated Series B Preferred Stock purchase agreement with Sage Geosystems, Inc. (“Sage”), under which the Company paid $25 million in exchange for less than 20% ownership in Sage. In addition, the Company received $12 million of equity in exchange for future services it will provide 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 was 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 September 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)

that as of March 31, 2026, following the close of the sale agreement and the amendments to the development, supply and construction agreements of the TOPP2 power plant, all required revenue recognition criteria have been met and as a result, the Company recognized revenues in the amount of $106.0 million from this transaction in 2026, including $12.0 million which was previously recorded as deferred income. The Company recorded the proceeds from the sale of the TOPP2 power plant of $93.1 million under investing activities in the condensed consolidated statement of cash flow, given that the power plant’s construction cost had been previously recorded as capital expenditures.
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 nine months ended September 30, 2026, the Company recognized $3.1 million of such income, and during the three and nine months ended September 30, 2025, the Company recognized $2.0 million and $9.4 million, respectively. No such income was recorded in the third quarter of 2026. This 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 nine months ended September 30, 2026 was $8.6 million, of which $8.1 million 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 demolition in late 2026 to facilitate the construction of the new storage facility. There was no impairment of long-lived assets during the three and nine months ended September 30, 2025.
Write-offs of Unsuccessful Exploration and Storage Activities
The write-offs of unsuccessful exploration and storage activities for the three and nine months ended September 30, 2026 of $2.1 million and $10.8 million, respectively, included accumulated costs related to certain energy storage and geothermal exploration projects that the Company decided to no longer pursue. The write-offs of unsuccessful exploration and storage activities for the three and nine months ended September 30, 2025 of $0.4 million and $1.1 million, respectively, were 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
 The following table provides a reconciliation of cash and cash equivalents and restricted cash and cash equivalents as reported on the balance sheet to the total of the same amounts shown on the statement of cash flows:
September 30,December 31,
20262025
(Dollars in thousands)
Cash and cash equivalents
$347,968 $147,448 
Restricted cash and cash equivalents
164,169 133,418 
Total cash and cash equivalents and restricted cash and cash equivalents
$512,137 $280,866 
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.
14
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)

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 September 30, 2026 and December 31, 2025, the Company had deposits totaling $24.8 million and $83.6 million, respectively, in ten U.S. financial institutions that were federally insured up to $250,000 per account. At September 30, 2026 and December 31, 2025, the Company’s deposits in foreign countries amounted to $170.9 million and $75.4 million, respectively.
Accounts receivable:
At September 30, 2026 and December 31, 2025, account receivables related to operations in foreign countries amounted to $98.2 million, and $102.0 million, respectively. At September 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 57% and 56% of the Company’s trade receivables, respectively. The aggregate amount of individual customer notes receivable exceeding 10% of total receivables as of September 30, 2026 and December 31, 2025 is $101.8 million, and $103.2 million, respectively.
 The Company's revenues from its primary customers as a percentage of total revenues are as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Southern California Public Power Authority (“SCPPA”)13.2 %15.1 %13.4 %17.9 %
Sierra Pacific Power Company and Nevada Power Company10.3 12.1 10.8 13.7 
Kenya Power and Lighting Co. Ltd. ("KPLC")11.5 11.9 10.2 12.1 
 The Company has historically been able to collect on substantially all of its receivable balances. As of September 30, 2026, the amount overdue from KPLC in Kenya was $36.8 million of which $11.7 million was paid in October 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 September 30, 2026, the total amount overdue from Empresa Nacional de Energía Eléctrica ("ENEE") was $10.7 million, of which $4.2 million was paid in October 2026. Due to the current 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.
Allowance for Credit Losses
The following table describes the changes in the allowance for expected credit losses for the three and nine months ended September 30, 2026 and 2025 (all related to trade receivables):
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(Dollars in thousands)
Beginning balance of the allowance for expected credit losses$476 $275 $308 $224 
Change in the provision for expected credit losses for the period— 15 168 67 
Ending balance of the allowance for expected credit losses$476 $290 $476 $290 
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 September 30, 2026 and December 31, 2025 are as follows:
15
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)

September 30,December 31,
20262025
(Dollars in thousands)
Contract assets (*) $64,958 $30,011 
Contract liabilities (*) $(9,005)$(13,159)
(*) 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 nine months ended September 30, 2026 as a result of performance obligations having been fully satisfied as of September 30, 2026. Additionally, as of September 30, 2026 and December 31, 2025, long-term costs and estimated earnings in excess of billings related to the Dominica project in the amount of $81.3 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.
Additionally, as previously described under Note 1 to the consolidated financial statements included in the Company’s 2025 Annual Report, the Company accounted for the Dominica project transaction under the guidance of ASC 853, Service Concession Arrangements (“ASC 853”), which directs a reporting entity to apply ASC 606, Revenue from Contracts with Customers. Under ASC 853, the Company identified the construction and the operation of the power plant as two distinct performance obligations in this project. During the third quarter of 2026, in conjunction with the commencement of commercial operations of the power plant, the Company started recognizing revenues relating to the operation of the power plant performance obligation. Such revenues are included under Electricity revenues in the condensed consolidated financial statements.
On September 30, 2026, the Company had approximately $182.7 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 nine months ended September 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 September 30,Nine Months Ended September 30,
2026202520262025
(Dollars in thousands)
Lease income relating to lease payments from operating leases$132,285 $143,109 $403,293 $417,820 
Derivative Instruments 
The Company maintains a risk management strategy that may incorporate the use of swap contracts, put and call options, forward exchange contracts, interest rate swaps, and cross-currency swaps to minimize significant fluctuation in cash flows and/or earnings that are caused by oil and natural gas prices, exchange rate or interest rate volatility.
Transferable Production and Investment Tax Credits
The Inflation Reduction Act (“IRA”) that was signed into law in August 2022, introduced a transferability provision for certain tax credits related to the clean production of energy. The enactment of the One Big Beautiful Bill Act (“OBBBA”) in July 2025 continues to allow the transfer of certain clean energy tax credits, subject to new restrictions, including restrictions relating to prohibited foreign entities. A reporting entity can monetize such credits through sale to a third party. The option for transferability of credits applies to taxable years beginning after December 31, 2022. Several of the Company’s projects, which are not currently part of a tax monetization transaction, generate eligible tax credits, such as ITCs and PTCs, that are eligible to be transferred to a third-party under the provisions of the IRA, as amended by the OBBBA. The Company accounts for ITCs under ASC 740 through the “Income tax (provision) benefit” line in the condensed consolidated statement of operations and comprehensive income. PTCs are accounted similarly to refundable or direct-pay credits outside of the “Income tax (provision) benefit” line with income recognized in the “Income attributable to sale of tax benefits” line in the condensed consolidated statement of operations and comprehensive income. Income recognized related to the expected sale
16
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)

of such transferable PTCs during the three and nine months ended September 30, 2026, was $0.4 million, and $3.3 million, respectively, net of discount, and $2.7 million and $16.0 million, net of discount, for the three and nine months ended September 30, 2025. Tax benefits recognized under Income tax benefit related to transferable ITCs during the three and nine months ended September 30, 2026, were $10.7 million and $43.2 million, respectively, net of discount, and $9.6 million and $33.8 million, net of discount, for the three and nine months ended September 30, 2025.

NOTE 2 — NEW ACCOUNTING PRONOUNCEMENTS
New Accounting Pronouncements Effective in the Nine Months Ended September 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 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
17
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)

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.
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
18
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)

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.
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
19
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)

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:
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:
September 30,December 31,
20262025
(Dollars in thousands)
Raw materials and purchased parts for assembly $24,780 $23,710 
Self-manufactured assembly parts and finished products 19,464 21,558 
Total inventories $44,244 $45,268 

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; 
20
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Level 3 — unobservable inputs.
The following table sets forth certain fair value information at September 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.
September 30, 2026
Fair Value
Carrying Value at September 30, 2026
Total
Level 1
Level 2
Level 3
(Dollars in thousands)
Assets:
Current assets:
Cash equivalents (primarily restricted cash accounts)
$80,094 $80,094 $80,094 $— $— 
Derivatives: interest rate swap (3)
491 
491 
— 
491 
— 
Derivatives: cross-currency swap (1)
3,310 
3,310 
— 
3,310 
— 
Derivatives: currency forward and option contracts (2)
184 
184 
— 
184 
— 
Long-term assets:
Derivatives: cross-currency swap (1)
17,827 
17,827 
— 
17,827 
— 
Derivatives: interest rate swap (3)
4,490 
4,490 
— 
4,490 
— 
$106,396 $106,396 $80,094 $26,302 $— 
 
December 31, 2025
Fair Value
Carrying Value at December 31, 2025
TotalLevel 1Level 2Level 3
(Dollars in thousands)
Assets:
Current assets:
Cash equivalents (primarily restricted cash accounts)
$47,463 $47,463 $47,463 $— $— 
Derivatives: cross currency swap (1)
1,343 1,343 — 1,343 — 
Long-term assets:
Derivatives: interest rate swap (3)
1,407 1,407 — 1,407 — 
Derivatives: cross currency swap (1)
11,925 11,925 — 11,925 — 
Liabilities:
Current liabilities:
Derivatives: interest rate swap (3)
(832)(832)— (832)— 
Long-term liabilities:
Derivatives: interest rate swap (3)
(430)(430)— (430)— 
$60,876 $60,876 $47,463 $13,413 $— 
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 September 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
21
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
“Other long-term liabilities”, as applicable, in the consolidated balance sheets on September 30, 2026 and December 31, 2025. There were no cash collateral deposits as of September 30, 2026 and December 31, 2025.
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 September 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.
3.This amount relates to interest rate swap contracts valued primarily based on the present value of the interest rate swap settlement prices and the future 3-month SOFR and EURIBOR prices, based on USD and Euro zero yield curves as of September 30, 2026 and December 31, 2025. These amounts are included within “Receivables, other”, “Deposits and other”, “Accounts payable and accrued expenses”, or “Other long-term liabilities”, as applicable, in the consolidated balance sheets on September 30, 2026 and December 31, 2025.

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 September 30,Nine Months Ended September 30,
2026202520262025
(Dollars in thousands)
Derivatives not designated as hedging instruments
Currency forward and option contracts (1)
(a)
$(268)$399 $999 $4,092 
Derivatives designated as cash flow hedging instruments
Cross-currency swap (2)
(a)
$(4,660)$3,552 $4,136 $18,535 
Interest rate swap (2)
(b)
$(426)$27 (509)229 
Total
$(5,086)$3,579 $3,627 $18,764 
(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 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 expense, 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 nine months ended September 30, 2026 and 2025.
 The following table presents the effect of derivative instruments designated as cash flow hedges on the consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2026, and 2025:
22
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(Dollars in thousands)
Cash flow hedges:
Balance in Accumulated other comprehensive income (loss) beginning of period
$2,432 $(2,204)$(984)$684 
Gain or (loss) recognized in Other comprehensive income (loss):
Cross-currency swap
(3,707)1,671 7,869 14,511 
Interest rate swap
4,187 (231)4,740 (774)
Amounts reclassified from Other comprehensive income (loss) into earnings:
Cross-currency swap
4,660 (3,552)(4,136)(18,535)
Interest rate swap
426 (27)509 (229)
Balance in Accumulated other comprehensive income (loss) end of period$7,998 $(4,343)$7,998 $(4,343)
The estimated net amount of existing gain (loss) that is reported in “Accumulated other comprehensive income (loss)” as of September 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
September 30, 2026December 31, 2025September 30, 2026December 31, 2025
(Dollars in millions)
Limited and non-recourse loans: fixed rate
3
$747.7 $743.4 $776.2 $739.2 
Full recourse loans:
Fixed-rate
3
668.2 804.8 680.9 808.7 
Variable-rate
3
383.8 427.6 378.9 418.8 
Financing liability: fixed-rate
3
196.0 223.0 206.6 216.4 
2027 Convertible Note
2
213.4 643.7 190.6 476.4 
2031 Convertible Note
2
948.9 — 1,000.0 — 
 (*) The carrying amount of the debt excludes the related deferred financing costs.
The fair value of the long-term debt is determined by a valuation model, which is based on a conventional discounted cash flow methodology, and utilizes assumptions of current borrowing rates, except for the fair value of the convertible notes for which the fair value was estimated based on a quoted bid price of the notes in an over-the-counter market on the last trading day of the reporting period. A hypothetical change in the quoted bid price will result in a corresponding change in the estimated fair value of these notes. The carrying value of the deposits of $10.7 million and $11.4 million, as of September 30, 2026 and December 31, 2025, respectively, the short term revolving credit lines with banks and the commercial paper, approximate their fair value. Future changes to the interest rate may have a direct impact on the fair value of the Company's long-term debt.

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 rates3.36%—3.48%
Expected life (in years)1—3
Dividend yield0.46%
Expected volatility (weighted average)27.0%—28.0%
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 rates3.95%—4.08%
Expected life (in years)1—3
Dividend yield0.69%
Expected volatility (weighted average)27.0%—31.0%
There were no other significant grants that were made by the Company during the nine months ended September 30, 2026.
NOTE 6 — INTEREST EXPENSE, NET
The components of interest expense are as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(Dollars in thousands)
Interest related to sale of tax benefits $9,514 $5,330 $27,291 $12,828 
Interest expense 39,593 39,593 118,538 111,310 
Less — amount capitalized (4,916)(9,246)(12,707)(17,306)
Total interest expense, net$44,191 $35,677 $133,122 $106,832 

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 September 30,Nine Months Ended September 30,
2026202520262025
Weighted average number of shares used in computation of basic earnings per share
61,501 60,749 61,312 60,666 
Additional shares from the assumed exercise of employee stock awards 398 503 474 466 
Additional shares related to the effect of dilutive convertible senior notes
266 — 642 — 
Weighted average number of shares used in computation of diluted earnings per share 62,165 61,252 62,428 61,132 
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 19.1 thousand, and 0.5 thousand for the three months ended September 30, 2026 and 2025, respectively, and 6.4 thousand and 7.9 thousand for nine months ended September 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 nine months ended September 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 periods. The average price of the Company's common stock did not exceed the per share conversion price of the 2031 Convertible Notes of $140.40, and other requirements for these notes to be convertible were not met for the aforementioned periods. As such, there was no dilutive effect from the 2031 Convertible Notes in those periods.

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 provides 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") and energy storage plus solar PV facilities, 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.
ElectricityProductEnergy StorageConsolidated
(Dollars in thousands)
Three Months Ended September 30, 2026:
25
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Revenues from external customers:
United States (1)
$111,144 $5,617 $49,941 $166,702 
Foreign (2)
52,520 55,899 — 108,419 
Net revenue from external customers 163,664 61,516 49,941 275,121 
Less:
Depreciation and amortization expenses (3)
62,775 2,385 10,490 75,650 
Other cost of revenues expenses (4)
64,636 49,005 8,453 122,094 
Segment gross profit
36,253 10,126 30,998 77,377 
Less:
Segment operating expenses (income) (5)
17,963 7,482 6,683 32,127 
Segment operating income
$18,290 $2,644 $24,315 $45,250 
Total depreciation and amortization expense (6)
$66,743 $3,002 $12,752 $82,497 
Segment assets at period end (7) (*)
5,811,134 256,717 699,515 6,767,366 
Expenditures for long-lived assets160,877 1,585 10,201 172,663 
* Including unconsolidated investments 189,239 — 9,146 198,385 
Three Months Ended September 30, 2025:
Revenues from external customers:
United States (1)
$118,391 $3,021 $20,370 $141,782 
Foreign (2)
48,719 59,226 — 107,945 
Net revenue from external customers 167,110 62,247 20,370 249,727 
Less:
Depreciation and amortization expenses (3)
60,140 2,661 7,467 70,269 
Other cost of revenues expenses (4)
64,448 46,105 4,869 115,421 
Segment gross profit
42,522 13,481 8,034 64,037 
Less:
Segment operating expenses (income) (5)
17,340 6,492 (227)23,605 
Segment operating income
$25,182 $6,989 $8,261 $40,432 
Total depreciation and amortization expense (6)
$64,506 $3,006 $7,469 $74,981 
Segment assets at period end (7) (*)
5,262,660 245,858 584,340 6,092,858 
Expenditures for long-lived assets110,793 4,089 32,385 147,267 
* Including unconsolidated investments160,369 — — 160,369 
Nine Months Ended September 30, 2026:
Revenues from external customers:
26
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
United States (1)
$361,704 $10,392 $137,638 $509,734 
Foreign (2)
152,816 275,246 — 428,062 
Net revenue from external customers 514,520 285,638 137,638 937,796 
Less:
Depreciation and amortization expense (3)
183,380 6,800 30,493 220,673 
Other cost of revenues expenses (4)
198,896 226,216 25,567 450,679 
Segment gross profit (loss)
132,244 52,622 81,578 266,444 
Less:
Segment operating expenses (income) (5)
48,688 25,864 32,189 106,741 
Segment operating income
83,556 26,758 49,389 159,703 
Total depreciation and amortization expenses (6)
199,424 8,524 30,493 238,441 
Segment assets at period end (7) (*)
5,811,134 256,717 699,515 6,767,366 
Expenditures for long-lived assets327,377 7,258 89,831 424,466 
* Including unconsolidated investments 189,239 — 9,146 198,385 
Nine Months Ended September 30, 2025:
Revenues from external customers:
United States (1)
$364,021 $9,783 $52,616 $426,420 
Foreign (2)
143,242 143,845 — 287,087 
Net revenue from external customers 507,263 153,628 52,616 713,507 
Less
Depreciation and amortization expense (3)
175,117 7,864 21,390 204,371 
Other cost of revenues expenses (4)
190,540 108,704 16,033 315,277 
Segment gross profit (loss)141,606 37,060 15,193 193,859 
Less:
Segment operating expenses (income) (5)
53,610 16,235 (2,649)67,196 
Segment operating income (loss)
87,996 20,825 17,842 126,663 
Total depreciation and amortization expenses (6)
184,427 8,855 21,506 214,789 
Segment assets at period end (7) (*)
5,262,660 245,858 584,340 6,092,858 
Expenditures for long-lived assets316,548 7,098 151,047 474,693 
* Including unconsolidated investments 160,369 — — 160,369 
(1)Electricity segment revenues in the United States are all accounted for under lease accounting except for $43.5 million and $140.5 million in the three and nine months ended September 30, 2026, respectively, and $32.3 million and $103.9 million in the three and nine months ended September 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 $14.3 million and $32.0 million for the three and nine months ended September 30, 2026, respectively, and $8.3 million and $14.4 million for the three and nine months ended September 30, 2025, respectively, that are accounted for under lease accounting.
(2)Electricity segment revenues in foreign countries are all accounted for under lease accounting except for $2.2 million and $2.7 million in the three and nine months ended September 30, 2026 that are accounted for under ASC 606. 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.
27
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Products: primarily cost of raw materials and finished goods used in manufacturing, manpower, transportation, and third-party subcontractors.
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.
(7)Electricity segment assets include goodwill in the amount of $163.4 million, and $163.2 million as of September 30, 2026 and 2025, respectively. Energy Storage segment assets include goodwill in the amount of $4.6 million as of September 30, 2026 and 2025. No goodwill is included in the Product segment assets as of September 30, 2026 and 2025.
Reconciling information between reportable segments and the Company’s consolidated totals is shown in the following table:
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(Dollars in thousands)
Reconciliation of profit or loss (segment gross profit):
Total segment gross profit
$77,377 $64,037 $266,444 $193,859 
Less operating expenses:
Research and development expenses
1,424 1,284 4,057 5,265 
Selling and marketing expenses6,146 4,895 17,691 13,437 
General and administrative expenses23,276 20,174 71,716 57,869 
Other operating income(1,000)(3,125)(6,125)(10,519)
Impairment of long-lived assets
150 — 8,578 — 
Write-off of unsuccessful exploration and storage activities
2,13137710,8241,144
Operating income $45,250 $40,432 $159,703 $126,663 
Interest income 5,867 1,626 14,368 4,868 
Interest expense, net (44,191)(35,677)(133,122)(106,832)
Derivatives and foreign currency transaction gains (losses) (199)(891)(1,462)6,237 
Income attributable to sale of tax benefits 15,677 14,356 48,851 48,178 
Other non-operating income (expense), net 192 124 (19,952)422 
Total consolidated income before income taxes and equity in income of investees
$22,596 $19,970 $68,386 $79,536 
Reconciliation of profit or loss (segment operating income):
Total segment operating income$45,250 $40,432 $159,703 $126,663 
Interest income
5,867 1,626 14,368 4,868 
Interest expenses, net
(44,191)(35,677)(133,122)(106,832)
Derivatives and foreign currency transaction gains (losses)
(199)(891)(1,462)6,237 
Income attributable to sale of tax benefits15,677 14,356 48,851 48,178 
28
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Other non-operating income (expense), net 192 124 (19,952)422 
Total consolidated income before income taxes and equity in income of investees
$22,596 $19,970 $68,386 $79,536 

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 subsidiary 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 matter was settled. The settlement amount, which was immaterial, was paid 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, is not expected to 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 September 30, 2026 and 2025 was (30.0)% and (21.4)%, respectively and (46.7)% and (17.0)%, respectively, for the nine months ended September 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 nine months ended September 30, 2026.

NOTE 11 — SUBSEQUENT EVENTS
Cash Dividend
On November 4, 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 November 18, 2026, payable on December 2, 2026.
Northleaf Buyout
On October 26, 2026, Ormat Nevada Inc., a wholly owned subsidiary of the Company, entered into a definitive agreement with Northleaf Geothermal Holdings LLC (“Northleaf”) to acquire all of Northleaf’s ownership interests in the Puna Geothermal power plant (“PGV”), for an aggregate purchase price of $59.5 million. The consideration consists of an initial cash payment of $38.4 million, payable upon closing, plus interest at an annual rate of 5% from the agreement date through the payment date, and a deferred payment of $21.1 million, bearing no interest and payable within five business days following the achievement of a specified commercial operation milestone of the Puna repower power plant. The deferred payment obligation will automatically expire if the specified milestone is not achieved by September 30, 2030. The transaction is subject to customary closing conditions and is expected to close on or before January 7, 2027. Following transaction completion, the Company will own 100% of PGV and will continue to consolidate PGV in its consolidated financial statements.
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.
•Next generation technologies such as Enhanced Geothermal Systems (“EGS”), in which we have made investments, involve substantial technical, operational, and geological risks.
•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 affect our operations and may limit our ability to produce and sell our products, and may limit our ability to support our operations.

30

•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.
•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.
31

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 nine months ended September 30, 2026, we derived 67.9% and 70.3%, respectively, of our Electricity segment revenues from our operations in the United States and 32.1% and 29.7%, 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 nine months ended September 30, 2026, we derived 9.1% and 3.6%, respectively, of our Product segment revenues from our operations in the United States and 90.9% and 96.4%, 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 nine months ended September 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.
•In October, 2026, we secured eight parcels totaling 20,266 acres in Nevada through a Bureau of Land Management (“BLM”) geothermal lease sale for potential hydrothermal and EGS development. These awards follow our August 2026 award of nine parcels totaling 13,324 acres for EGS development and an additional 488 acres at Cove Fort in Utah, as well as six parcels in New Mexico totaling 12,314 acres for both EGS and hydrothermal development.
•In September 2026, the Company announced that it had been selected by the U.S. Department of Energy, or DOE, for up to approximately $35 million in funding to advance geothermal development activities at its Dixie Valley project in Nevada and Cove Fort project in Utah, subject to completion of award negotiations with the DOE. The Dixie Valley project, in collaboration with SLB and the University of Utah, was selected for up to $25 million in funding to support the design, drilling, testing and validation of an EGS doublet (a horizontal injection paired with a production well). The Cove Fort project, in partnership with the University of Utah, was selected for up to $9.7 million in funding to support drilling and subsurface characterization of the existing hydrothermal resource.
•In August 2026, we decided to move forward with the development of the 100MW/400MWh Denali 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 July 31, 2026, we commenced commercial operations of our 10MW Dominica geothermal power plant in the Commonwealth of Dominica. The project operates under a 25-year power purchase agreement with Dominica Electricity Services Ltd. (“DOMLEC”) and delivers baseload renewable electricity to the national grid.
•In June 2026, we announced the Ormega100, a new surface power generation unit designed to deliver higher output than our currently available binary solutions. We believe the Ormega100 may accelerate our opportunity to
33

commercialize and scale our EGS developments, connecting subsurface development with surface power generation. The Ormega100 is designed for the high temperatures required in EGS environments, and to deliver up to 100 MW gross 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.
•In March 2026, we closed a private offering of $1.0 billion aggregate principal amount of convertible senior notes. The offering consisted 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 bear interest at a rate of 1.50% per year, payable semi-annually in arrears, and the Series B Notes do 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 have the right to require the Company to repurchase all or a portion of their Series B 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, at the end of 2026 or early 2027.
•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
34

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 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 nine months ended September 30, 2026, 94.8% 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.
35

The following table sets forth a breakdown of our revenues for the periods indicated:
Revenue % of Revenues for Period Indicated
Three Months Ended September 30,Three Months Ended September 30,
20262025Increase (Decrease)20262025
(Dollars in thousands)
Revenues:
Electricity $163,664 $167,110 $(3,446)(2.1)%59.5 %66.9 %
Product 61,516 62,247 (731)(1.2)22.4 24.9 
Energy storage 49,941 20,370 29,571 145.2 18.2 8.2 
Total $275,121 $249,727 $25,394 10.2 %100.0 %100.0 %
Revenue
% of Revenues for Period Indicated
Nine Months Ended September 30,Nine Months Ended September 30,
20262025Increase (Decrease)20262025
(Dollars in thousands)
Revenues:
Electricity $514,520 $507,263 $7,257 1.4 %54.9 %71.1 %
Product 285,638 153,628 132,010 85.9 30.5 21.5 
Energy storage
137,638 52,616 85,022 161.6 14.7 7.4 
Total $937,796 $713,507 $224,289 31.4 %100.0 %100.0 %
36

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 September 30,Three Months Ended September 30,
20262025
Increase (Decrease)
20262025
Electricity Segment:(Dollars in thousands)
United States$111,144 $118,391 $(7,247)(6.1)%67.9 %70.8 %
Foreign52,520 48,720 3,801 7.8 32.1 29.2 
Total$163,664 $167,110 $(3,446)(2.1)%100.0 %100.0 %
Product Segment:
United States$5,617 $3,021 $2,596 85.9 %9.1 %4.9 %
Foreign55,899 59,226 (3,327)(5.6)90.9 95.1 
Total$61,516 $62,247 $(731)(1.2)%100.0 %100.0 %
Energy Storage Segment:
United States$49,941 $20,370 $29,571 145.2 %100.0 %100.0 %
Total$49,941 $20,370 $29,571 145.2 %100.0 %100.0 %
Revenue
% of Revenues for Period Indicated
Nine Months Ended September 30,Nine Months Ended September 30,
20262025
Increase (Decrease)
20262025
(Dollars in thousands)
Electricity Segment:
United States $361,704 $364,021 $(2,318)(0.6)%70.3 %71.8 %
Foreign 152,816 143,242 9,575 6.7 29.7 28.2 
Total $514,520 $507,263 $7,257 1.4 %100.0 %100.0 %
Product Segment:
United States $10,392 $9,783 $609 6.2 %3.6 %6.4 %
Foreign 275,246 143,845 131,401 91.3 96.4 93.6 
Total $285,638 $153,628 $132,010 85.9 %100.0 %100.0 %
Energy Storage Segment:
United States $137,638 $52,616 $85,022 161.6 %100.0 %100.0 %
Total $137,638 $52,616 $85,022 161.6 %100.0 %100.0 %
In the nine months ended September 30, 2026 and 2025, 45.6% and 40.2% of our total revenues, respectively, were derived from foreign locations, and 39.4% and 43.2% for the three months ended September 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, Guatemala and Dominica. 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.
37

 Electricity Segment. Our Electricity segment domestic revenues were approximately 70.3% and 71.8% of our total Electricity segment revenues for the nine months ended September 30, 2026 and 2025, respectively, and 67.9% and 70.8% for the three months ended September 30, 2026 and 2025, respectively. Our Electricity segment foreign revenues were approximately 29.7% and 28.2% of our total Electricity segment revenues for the nine months ended September 30, 2026 and 2025, respectively, and 32.1% and 29.2% for the three months ended September 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 nine months ended September 30, 2026 and 2025, our foreign operations of the segment accounted for 31.0% and 40.7%, respectively, of our total gross profits, 44.5% and 78.6%, respectively, of our net income (assuming the majority of corporate operating expenses and financing are recorded under our domestic jurisdiction), and 28.4% and 29.2%, respectively, of our EBITDA.
Product Segment. Our Product segment foreign revenues were approximately 96.4% and 93.6% of our total Product segment revenues for the nine months ended September 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 nine months ended September 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, Energy Storage segment revenues are generally less predictable, as heightened volatility in PJM can drive higher revenues at any time of year.
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.

38

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 September 30,Nine Months Ended September 30,
2026202520262025
(Dollars in thousands, except per share data)(Dollars in thousands, except per share data)
Statements of Operations Historical Data:
Revenues:
Electricity $163,664 $167,110 $514,520 $507,263 
Product 61,516 62,247 285,638 153,628 
Energy storage49,941 20,370 137,638 52,616 
Total Revenues275,121 249,727 937,796 713,507 
Cost of revenues:
Electricity 127,411 124,588 382,276 365,657 
Product 51,390 48,766 233,016 116,568 
Energy storage 18,943 12,336 56,060 37,423 
Total cost of revenues197,744 185,690 671,352 519,648 
Gross profit
Electricity 36,253 42,522 132,244 141,606 
Product 10,126 13,481 52,622 37,060 
Energy storage 30,998 8,034 81,578 15,193 
Total gross profit77,377 64,037 266,444 193,859 
Operating expenses:
Research and development expenses 1,424 1,284 4,057 5,265 
Selling and marketing expenses 6,146 4,895 17,691 13,437 
General and administrative expenses 23,276 20,174 71,716 57,869 
Other operating income(1,000)(3,125)(6,125)(10,519)
Impairment of long-lived assets150 — 8,578 — 
Write-off of unsuccessful exploration and storage activities 2,131 377 10,824 1,144 
Operating income 45,250 40,432 159,703 126,663 
Other income (expense):
Interest income 5,867 1,626 14,368 4,868 
Interest expense, net (44,191)(35,677)(133,122)(106,832)
Derivatives and foreign currency transaction gains (losses) (199)(891)(1,462)6,237 
Income attributable to sale of tax benefits 15,677 14,356 48,851 48,178 
Other non-operating income (expense), net 192 124 (19,952)422 
Income from operations before income tax and equity in earnings of investees
22,596 19,970 68,386 79,536 
Income tax benefit6,775 4,283 31,911 13,544 
Equity in earnings of investees 452 455 153 861 
Net income 29,823 24,708 100,450 93,941 
Net income (loss) attributable to noncontrolling interest2,085 (571)2,612 (1,396)
Net income attributable to the Company's stockholders $31,908 $24,137 $103,062 $92,545 
Earnings per share attributable to the Company's stockholders:
39

Basic:$0.52 $0.40 $1.68 $1.53 
Diluted:$0.51 $0.39 $1.65 $1.51 
Weighted average number of shares used in computation of earnings per share attributable to the Company's stockholders:
Basic 61,501 60,749 61,312 60,666 
Diluted 62,165 61,252 62,428 61,132 
Operating results as a percentage of total revenues:
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Statements of Operations Data:
Revenues:
Electricity 59.5 %66.9 %54.9 %71.1 %
Product 22.4 24.9 30.5 21.5 
Energy storage 18.2 8.2 14.7 7.4 
Total Revenues100.0 100.0 100.0 100.0 
Cost of revenues:
Electricity 77.8 74.6 74.3 72.1 
Product 83.5 78.3 81.6 75.9 
Energy storage 37.9 60.6 40.7 71.1 
Total cost of revenues71.9 74.4 71.6 72.8 
Gross profit
Electricity 22.2 25.4 25.7 27.9 
Product 16.5 21.7 18.4 24.1 
Energy storage 62.1 39.4 59.3 28.9 
Total gross profit28.1 25.6 28.4 27.2 
Operating expenses:
Research and development expenses 0.5 0.5 0.4 0.7 
Selling and marketing expenses 2.2 2.0 1.9 1.9 
General and administrative expenses 8.5 8.1 7.6 8.1 
Other operating income(0.4)(1.3)(0.7)(1.5)
Impairment of long-lived assets0.1 — 0.9 — 
Write-off of unsuccessful exploration and storage activities 0.8 0.2 1.2 0.2 
Operating income 16.4 16.2 17.0 17.8 
Other income (expense):
Interest income 2.1 0.7 1.5 0.7 
Interest expense, net (16.1)(14.3)(14.2)(15.0)
Derivatives and foreign currency transaction gains (losses) (0.1)(0.4)(0.2)0.9 
Income attributable to sale of tax benefits 5.7 5.7 5.2 6.8 
Other non-operating income (expense), net 0.1 — (2.1)0.1 
Income from operations before income tax and equity in earnings of investees
8.2 8.0 7.3 11.1 
Income tax benefit2.5 1.7 3.4 1.9 
Equity in earnings of investees 0.2 0.2 0.0 0.1 
Net income 10.8 9.9 10.7 13.2 
Net income (loss) attributable to noncontrolling interest0.8 (0.2)0.3 (0.2)
Net income attributable to the Company's stockholders 11.6 %9.7 %11.0 %13.0 %

40

Comparison of the Three Months Ended September 30, 2026 to the Three Months Ended September 30, 2025
Total Revenues
The table below compares revenues for the three months ended September 30, 2026 to the three months ended September 30, 2025.
Three Months Ended September 30,
20262025Change
(Dollars in millions)
Electricity segment$163.7 $167.1 (2.1)%
Product segment61.562.2(1.2)
Energy Storage segment49.920.4145.2 
Total revenues$275.1 $249.7 10.2 %
Electricity Segment
Revenues attributable to our Electricity segment for the three months ended September 30, 2026 were $163.7 million, compared to $167.1 million for the three months ended September 30, 2025. This decrease of $3.4 million was primarily attributable to: (i) a decrease of $5.1 million at the Puna power plant, which was primarily driven by lower generation resulting from a hurricane-related forced well outage. Efforts to restore the affected well to full operation continued into the fourth quarter; and (ii) minor decreases across various other power plants within the operating fleet, including $1.0 million at the Heber complex primarily associated with wellfield issues. This decrease was partially offset by: (i) $2.2 million attributable to the Dominica power plant, which commenced commercial operations in July 2026; and (ii) $1.9 million associated with the Olkaria power plant, primarily driven by an increase in generation resulting from a successful drilling of additional wells and better resource utilization.
Power generation in our power plants decreased by (0.3)% from 1,647,912 MWh in the three months ended September 30, 2025 to 1,642,734 MWh in the three months ended September 30, 2026.
 Product Segment 
Revenues attributable to our Product segment for the three months ended September 30, 2026 were $61.5 million, compared to $62.2 million for the three months ended September 30, 2025. This decrease of $0.7 million, or 1.2%, was primarily related to the progress in our projects and the timing of when revenues are recognized during the period. During the three months ended September 30, 2026, Product revenues included projects primarily in New Zealand and Turkey, and during the three months ended September 30, 2025, Product revenues included projects primarily in New Zealand and Dominica.
Energy Storage Segment
Revenues attributable to our Energy Storage segment for the three months ended September 30, 2026 were $49.9 million, compared to $20.4 million for the three months ended September 30, 2025. This increase of $29.6 million was primarily driven by high availability and higher energy rates at PJM storage facilities in the three months ended September 30, 2026, compared to the same period in the previous year. Additionally, new energy storage facilities contributed $9.3 million including Arrowleaf and Shirk, which commenced commercial operations in December 2025 and March 2026, respectively, and Hoku, which was acquired in January 2026.
41

Total Cost of Revenues
The table below compares cost of revenues for the three months ended September 30, 2026 to the three months ended September 30, 2025. 
Three Months Ended September 30,
20262025Change
(Dollars in millions)
Electricity segment$127.4 $124.6 2.3 %
Product segment 51.448.85.4 
Energy Storage segment18.912.353.6 
Total cost of revenues$197.7 $185.7 6.5 %
 Electricity Segment
 Total cost of revenues attributable to our Electricity segment for the three months ended September 30, 2026 was $127.4 million, compared to $124.6 million for the three months ended September 30, 2025, which represents an increase of $2.8 million, or 2.3%. This increase was primarily attributable to a $2.6 million increase in power plant depreciation and amortization expenses as a result of our investment in our power plants.
Our total Electricity segment cost of revenues for the three months ended September 30, 2026 was 77.8% of Electricity segment revenues, compared to 74.6% for the three months ended September 30, 2025. The cost of revenues attributable to our international power plants for the three months ended September 30, 2026 was 18.7% 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 three months ended September 30, 2026 was $51.4 million, compared to $48.8 million for the three months ended September 30, 2025, which represented a 5.4% increase. This increase was primarily attributable to a lower profitability of projects included in the three months ended September 30, 2026 compared to those included in the three months ended September 30, 2025, as reflected by the ratio of Product segment cost to segment revenues presented below. As a percentage of total Product segment revenues, total cost of revenues attributable to our Product segment for the three months ended September 30, 2026, and 2025, was 83.5% and 78.3%, respectively.
 Energy Storage Segment
 Cost of revenues attributable to our Energy Storage segment for the three months ended September 30, 2026 was $18.9 million compared to $12.3 million for the three months ended September 30, 2025. This increase of $6.6 million was primarily driven by the new energy storage facilities such as Arrowleaf, Lower Rio and Shirk, which commenced commercial operations in December 2025, September 2025, and March 2026, respectively, and to the Hoku energy storage facility which was acquired in January 2026. This increase included a $3.0 million increase in depreciation and amortization expenses primarily associated with these new storage facilities.
Research and Development Expenses, Net 
Research and development expenses for the three months ended September 30, 2026 were $1.4 million, compared to $1.3 million for the three months ended September 30, 2025. The increase in research and development expenses, net, was 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 September 30, 2026 were $6.1 million compared to $4.9 million for the three months ended September 30, 2025. The increase in selling and marketing expenses of $1.3 million was primarily related to new land leases entered into since the respective period in the prior year. Selling and marketing expenses for the three months ended September 30, 2026 and 2025 constituted 2.2% and 2.0% of total revenues, respectively. The increase in selling and marketing expenses was primarily related to new land leases entered into since the respective period in the prior year and the timing of incurring services from our vendors.
42

 General and Administrative Expenses
General and administrative expenses for the three months ended September 30, 2026 were $23.3 million compared to $20.2 million for the three months ended September 30, 2025. General and administrative expenses for the three months ended September 30, 2026 and 2025 constituted 8.5% and 8.1% of total revenues, respectively. The increase in general and administrative expenses was primarily related to an increase in employee-related costs of $2.2 million, and to the timing of procuring services from our service providers.
Other Operating Income
Other operating income for the three months ended September 30, 2026 was $1.0 million compared to $3.1 million for the three months ended September 30, 2025. Other operating income for the three months ended September 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 September 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 September 30, 2026 was $0.2 million compared to none for the three months ended September 30, 2025.
Write-off of Unsuccessful Exploration and Storage Activities
Write-off of unsuccessful exploration and storage activities for the three months ended September 30, 2026 was $2.1 million compared to $0.4 million for the three months ended September 30, 2025. These write-offs were primarily related to storage projects that the Company decided to no longer pursue.
Interest Income
Interest income for the three months ended September 30, 2026 was $5.9 million, compared to $1.6 million for the three months ended September 30, 2025. Interest income was primarily related to interest earned on cash and cash equivalents held by the Company during the period. The increase in interest income was attributable to higher cash deposits, period over period, primarily originating from the proceeds of the 2031 Convertible Notes which were issued in March 2026.
Interest Expense, Net
Interest expense, net for the three months ended September 30, 2026 was $44.2 million, compared to $35.7 million for the three months ended September 30, 2025. This increase of $8.5 million was primarily attributable to interest expense related to the issuance of the 2031 Convertible Notes in March 2026, new loan agreements and tax monetization transactions entered into during, and subsequent to the third quarter of 2025, as well as lower capitalization of interest expenses in the third quarter of 2026, compared to the corresponding quarter in 2025. This increase was partially offset by lower interest expenses on other existing loans as a result of their scheduled repayments, including the partial repurchase of principal amount of the 2027 Convertible Notes in March 2026.
Derivatives and Foreign Currency Transaction Gains (Losses)
Derivatives and foreign currency transaction gains and losses for the three months ended September 30, 2026 was a loss of $0.2 million, compared to a loss of $0.9 million for the three months ended September 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 September 30, 2026 was $15.7 million, compared to $14.4 million for the three months ended September 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 September 30, 2026 was an income of $0.2 million, compared to an income of $0.1 million for the three months ended September 30, 2025.
43

Income Taxes
Income tax benefit for the three months ended September 30, 2026 was $6.8 million compared to an income tax benefit of $4.3 million for the three months ended September 30, 2025. This change primarily relates to the generation of additional investment tax credits and the jurisdictional mix of earnings at differing tax rates. Our effective tax rate for the three months ended September 30, 2026 and 2025, was (30.0)% and (21.4)%, 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 September 30, 2026 was earnings of $0.5 million, compared to earnings of $0.5 million for the three months ended September 30, 2025. Equity in earnings (losses) of investees, net was primarily 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 September 30, 2026 was $31.9 million, compared to $24.1 million for the three months ended September 30, 2025, which represents an increase of $7.8 million. This increase was attributable to an increase of $5.1 million in net income which was affected by the explanations described above, and a decrease of $2.7 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 Nine Months Ended September 30, 2026 to the Nine Months Ended September 30, 2025
Total Revenues
The table below compares revenues for the nine months ended September 30, 2026 to the nine months ended September 30, 2025.
Nine Months Ended September 30,
20262025Change
Segment Revenues:
(Dollars in millions)
Electricity segment$514.5 $507.3 1.4 %
Product segment285.6153.685.9 
Energy Storage segment137.652.6161.6 
Total revenues$937.8 $713.5 31.4 %
 Electricity Segment
 Revenues attributable to our Electricity segment for the nine months ended September 30, 2026, were $514.5 million, compared to $507.3 million for the nine months ended September 30, 2025. The increase of $7.3 million in our Electricity segment revenues was mainly attributable to: (i) $5.7 million related to the Blue Mountain power plant which was purchased in June 2025; (ii) $8.7 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) $4.1 million related to the Dixie Valley power plant primarily as a result of reduction in curtailments from SCE in 2026, compared to the corresponding period in 2025. This decrease was partially offset by a $4.7 million decrease in revenues related to the Heber complex due to planned maintenance work and well as wellfield issues in 2026 and $5.8 million at the Puna power plant, which was primarily driven by lower generation resulting from a hurricane-related forced well outage. 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 2.6% from 5,338,053 MWh in the nine months ended September 30, 2025 to 5,476,168 MWh in the nine months ended September 30, 2026.
 Product Segment
 Revenues attributable to our Product segment for the nine months ended September 30, 2026 were $285.6 million, compared to $153.6 million for the nine months ended September 30, 2025. This increase of $132.0 million, or 85.9%, was primarily related to: (i) the sale of the TOPP2 power plant in New Zealand for which revenues of $106.0 million were recognized in 2026 upon meeting all revenue recognition criteria; and (ii) the progress in our projects which results in the
44

timing of when revenues are recognized. During the nine months ended September 30, 2026, Product revenues included projects primarily in New Zealand and Turkey, and during the nine months ended September 30, 2025, Product revenues included projects primarily in New Zealand and Dominica.
Energy Storage Segment
 Revenues attributable to our Energy Storage segment for the nine months ended September 30, 2026 were $137.6 million compared to $52.6 million for the nine months ended September 30, 2025. The increase of $85.0 million was primarily driven by high availability and higher energy rates at PJM storage facilities in the nine months ended September 30, 2026, compared to the same period in the previous year. Additionally, new energy storage facilities contributed $21.1 million including Arrowleaf, Lower Rio and Shirk, which commenced commercial operations in December 2025, September 2025, and March 2026, respectively, and Hoku, which was acquired in January 2026.
Total Cost of Revenues
The table below compares cost of revenues for the nine months ended September 30, 2026 to the nine months ended September 30, 2025.
Nine Months Ended September 30,
20262025Change
Segment Cost of Revenues:
(Dollars in millions)
Electricity segment$382.3 $365.7 4.5 %
Product segment233.0116.699.9 
Energy Storage segment56.137.449.8 
Total cost of revenues$671.4 $519.6 29.2 %
 Electricity Segment
 Total cost of revenues attributable to our Electricity segment for the nine months ended September 30, 2026 was $382.3 million, compared to $365.7 million for the nine months ended September 30, 2025, which represents an increase of $16.6 million, or 4.5%. This increase was primarily attributable to (i) an increase in power plant depreciation and amortization expenses of $8.3 million, as a result of our investments in our power plants; (ii) $3.3 million related to the Blue Mountain power plant which was purchased in June 2025; (iii) $2.2 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 nine months ended September 30, 2026 was 74.3% of Electricity revenues, compared to 72.1% for the nine months ended September 30, 2025. The cost of revenues attributable to our international power plants for the nine months ended September 30, 2026 was 18.4% 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 nine months ended September 30, 2026 was $233.0 million, compared to $116.6 million for the nine months ended September 30, 2025, which represented a 99.9% increase. This increase was primarily attributable to the increase in Product segment revenues, including the sale of the TOPP2 power plant, as discussed above, and by projects with lower profitability included in the nine months ended September 30, 2026, compared to those included in the nine months ended September 30, 2025, as reflected by the ratio of Product segment cost to segment revenues presented below. As a percentage of total Product segment revenues, our total cost of revenues attributable to our Product segment for the nine months ended September 30, 2026, and 2025, was 81.6% and 75.9%, respectively.
 Energy Storage Segment
 Cost of revenues attributable to our Energy Storage segment for the nine months ended September 30, 2026 was $56.1 million compared to $37.4 million for the nine months ended September 30, 2025. This increase of $18.6 million was primarily driven by the new energy storage facilities such as Arrowleaf, Lower Rio and Shirk, which commenced commercial operations in December 2025, September 2025, and March 2026, respectively, and to the Hoku energy storage facility which was acquired in January 2026. This increase included a $9.1 million increase in depreciation and amortization expenses primarily associated with these new storage facilities.
45

Research and Development Expenses, Net
 Research and development expenses for the nine months ended September 30, 2026 were $4.1 million, compared to $5.3 million for the nine months ended September 30, 2025. The decrease in research and development expenses was primarily attributable to the timing of when we allocate resources to research and development projects.
Selling and Marketing Expenses
 Selling and marketing expenses for the nine months ended September 30, 2026 were $17.7 million compared to $13.4 million for the nine months ended September 30, 2025. The increase in selling and marketing expenses of $4.3 million was primarily related to sales commission associated with product sales and new land leases entered into since the respective period in the prior year. Selling and marketing expenses for the nine months ended September 30, 2026 constituted 1.9% of total revenues, compared to 1.9% for the nine months ended September 30, 2025.
General and Administrative Expenses
General and administrative expenses for the nine months ended September 30, 2026 were $71.7 million compared to $57.9 million for the nine months ended September 30, 2025. The increase of $13.8 million in general and administrative expenses was primarily attributable to: (i) an increase in employee-related costs of $4.2 million, including an increase of $0.5 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 $0.3 million in the previous year; and (iii) the timing of procuring services from our service providers.
Other Operating Income
Other operating income for the nine months ended September 30, 2026 was $6.1 million compared to $10.5 million for the nine months ended September 30, 2025. Other operating income for the nine months ended September 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 settlement agreement entered into in August 2024, for which contingency conditions have been met. Other operating income for the nine months ended September 30, 2026 also included income recognition from services provided to Sage during the period.  
Impairment of Long-Lived Assets
Impairment of long-lived assets for the nine months ended September 30, 2026 was $8.6 million compared to none for the nine months ended September 30, 2025. Impairment of long-lived assets in 2026 was 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 demolition 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 nine months ended September 30, 2026 was $10.8 million, compared to $1.1 million for the nine months ended September 30, 2025. These write-offs were related to accumulated costs of geothermal exploration and storage projects that the Company decided to no longer pursue.
Interest Income
Interest income for the nine months ended September 30, 2026, was $14.4 million, compared to $4.9 million for the nine months ended September 30, 2025. Interest income was primarily related to interest earned on cash and cash equivalents held by the Company during the period. The increase in interest income was primarily attributable to higher cash deposits, period over period, primarily originating from the proceeds of the 2031 Convertible Notes which were issued in March 2026.
Interest Expense, Net
Interest expense, net for the nine months ended September 30, 2026 was $133.1 million, compared to $106.8 million for the nine months ended September 30, 2025. This increase of $26.3 million was primarily attributable to interest expenses relating to loan agreements and tax monetization transactions entered into during, or subsequent to, the nine months ended September 30, 2025, including the issuance of the 2031 Convertible Notes in March 2026, as well as a decrease in interest capitalization period over period. This increase was partially offset by lower interest expenses on other long-term loans as a result of regular principal payments, including the partial repurchase of principal amount of the 2027 Convertible Notes in March 2026.
46

Derivatives and Foreign Currency Transaction Gains (Losses)
 Derivatives and foreign currency transaction gains and losses for the nine months ended September 30, 2026 was a loss of $1.5 million, compared to a gain of $6.2 million for the nine months ended September 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.
Income Attributable to Sale of Tax Benefits
Income attributable to the sale of tax benefits for the nine months ended September 30, 2026 was $48.9 million, compared to $48.2 million for the nine months ended September 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 nine months ended September 30, 2026 was an expense of $20.0 million, compared to an income of $0.4 million for the nine months ended September 30, 2025. Other non-operating expense for the nine months ended September 30, 2026 was primarily related to the induced conversion expense of $34.4 million resulting from the repurchase of the 2027 Convertible Notes, partially offset by a bargain purchase gain of $9.6 million related to the purchase transaction of the Hoku storage and solar facility, and to a gain from the remeasurement of our investment in an unconsolidated investee under the measurement alternative.
Income Taxes
 Income tax benefit for the nine months ended September 30, 2026 was $31.9 million compared to income tax benefit of $13.5 million for the nine months ended September 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 nine months ended September 30, 2026 and 2025, was (46.7)% and (17.0)%, respectively.
 Equity in Earnings (Losses) of Investees, Net
Equity in earnings and losses of investees, net for the nine months ended September 30, 2026 was earnings of $0.2 million, compared to earnings of $0.9 million for the nine months ended September 30, 2025. Equity in earnings and losses of investees, net was 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 attributable 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 nine months ended September 30, 2026 was $103.1 million, compared to $92.5 million for the nine months ended September 30, 2025, which represents an increase of $10.5 million. This increase was attributable to the increase of $6.5 million in net income which was affected by the explanations described above, as well as a decrease of $4.0 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 September 30, 2026, we had access to (i) $348.0 million in cash and cash equivalents, of which $102.7 million is held by our foreign subsidiaries; and (ii) $387.9 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 $286.7 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, $65.4 million will be needed for long-term debt repayment.  
47

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 September 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 nine months ended September 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 nine months ended September 30, 2026 for the issuance of $1.0 billion of convertible senior notes due March 15, 2031. As noted under Note 1 to the condensed consolidated financial statements, holders of the Series B Notes may require the Company to repurchase for cash, all or part of, their Series B Notes on March 15, 2027 at an optional repurchase price equal to 100% of the principal amount of the Series B Notes. Our share price as of September 30, 2026 was $91.49 which is below the conversion price of the 2031 Convertible Notes.

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 September 30, 2026
Termination Date
(Dollars in millions)387.9
Committed lines for credit and letters of credit$533.0 $145.1 December 2026 - June 2028
Committed lines for letters of credit210.0 86.4 
October 2026 - August 2027
Non-committed lines— 24.2 October 2026 - June 2027
Total$743.0 $255.7 
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 September 30, 2026: (i) total equity was $2,766.7 million and the actual equity to total assets ratio was 40.9% and (ii) the 12-month debt, net of cash, cash equivalents, to Adjusted EBITDA ratio was 4.27. During the nine months ended September 30, 2026, we distributed interim dividends in an aggregate amount of $22.1 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. Additionally, the noncompliance issue relating to our OFC2 Senior Secured Notes was cured during the third quarter of 2026.
48

As of September 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 the related subsidiary. As of September 30, 2026, the amount restricted for distribution by this subsidiary was $0.5 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 September 30, 2026.

Future minimum payments
Future minimum cash payments under long-term obligations (including long-term debt, lease obligations and financing liability), as of September 30, 2026, are as follows:
(Dollars in thousands)
Year ending December 31: (*)
2026$68,079 
2027538,013 
2028373,813 
2029353,399 
2030246,477 
Thereafter2,069,484 
Total$3,649,265 
(*) The 2031 Convertible Notes are presented as due in March 2031, which corresponds to their original maturity date.
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 September 30, 2026
Interest Rate Range
Maturity Date
(Dollars in millions)
Limited and non-recourse loans: fixed rate
$776.2 
2.4% - 7.0%
June-30 - July-47
Full recourse loans:
Fixed-rate
680.9 
2.9% - 7.9%
January-28- February-33
Variable-rate
378.9 
6.1% - 6.2%
September-28 - November-34
Financing liability (1)
206.6 5.8%June-38
2027 Convertible Notes (2) (#)
190.6 2.5%July-27
2031 Series A Convertible Notes (2)
825.0 1.5%March-31
2031 Series B Convertible Notes (2)
175.0 0.0%
March 2031 (*)
(#) In connection with the 2027 Convertible Note, as of September 30, 2026, none of the conditions permitting the holders of the 2027 Convertible Notes to convert all or any portion of their notes prior to January 15, 2027 have been met. As of September 30, 2026, the 2027 Convertible Notes are classified as short-term obligations as their maturity date of July 15, 2027 falls within the next 12 months.
(*) 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 5.8% 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, redeemed or repurchased. In July 2024, the Company issued an additional $45.2 million aggregate principal amount of its 2.50% 2027 Convertible Notes. In March 2026, the Company used part of the proceeds form the issuance of the 2031 Convertible Notes to repurchase $285.9 million aggregate principal amount of the 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 bear no 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 September 30, 2026, the rate was 4.8%, 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:
Nine Months Ended September 30,
20262025
(Dollars in thousands)
Net cash provided by operating activities $228,917 $230,061 
Net cash used in investing activities (428,282)(579,797)
Net cash provided by financing activities431,677 349,081 
Translation adjustments on cash and cash equivalents(1,041)620 
Net change in cash and cash equivalents and restricted cash and cash equivalents $231,271 $(35)
For the Nine Months Ended September 30, 2026
Net cash provided by operating activities for the nine months ended September 30, 2026 was $228.9 million, compared to $230.1 million for the nine months ended September 30, 2025, representing a decrease of $1.1 million. Net cash provided by operating activities for the nine months ended September 30, 2026 was primarily attributable to net income of $100.4 million, adjusted for certain non-cash items such as depreciation and amortization, write-off 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 following additional factors: (i) change of $46.8 million, net 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; (ii) a $24.8 million gain from the sale
50

of the TOPP2 power plant; (iii) a net increase of $23.5 million in prepaid expenses and other, primarily related to timing of payments to our construction projects suppliers and; (iv) a net increase of $12.0 million in deposits and other. This was partially offset by: (i) a net increase in accounts payable and accrued expenses of $5.3 million as a result of the timing of payments to our suppliers; (ii) $34.4 million expense related to the induced conversion of the 2027 Convertible Notes; (iii) a net decrease in trade receivables of $6.2 million, due to the timing of collection from our customers and; (iv) a net decrease in inventories of $2.4 million, primarily related to the timing of allocating costs to projects under construction. Net cash provided by operating activities for the nine months ended September 30, 2025 was primarily attributable to net income of $93.9 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 $14.8 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 $19.1 million, due to the timing of collection from our customers. This was partially offset by: (i) a net increase of $40.1 million in the long-term costs and estimated earnings in excess of billings on uncompleted contracts related to the Dominica project; (ii) a net decrease in accounts payable and accrued expenses of $34.7 million as a result of the timing of payments to our suppliers; and (iii) a net increase in inventories of $6.5 million, primarily related to the timing of allocating costs to projects under construction.
Net cash used in investing activities for the nine months ended September 30, 2026 was $428.3 million, compared to $579.8 million for the nine months ended September 30, 2025. The principal factors that affected our net cash used in investing activities during the nine months ended September 30, 2026, and 2025 were: (i) capital expenditures of $424.5 million during the nine months ended September 30, 2026, compared to $474.7 million, in the same period of the prior year, primarily for our geothermal and storage 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 nine months ended September 30, 2026, compared to $88.7 million cash paid for the Blue Mountain power plant acquisition in the nine months ended September 30, 2025; and (iii) $34.9 million cash paid as investment in unconsolidated companies in the nine months ended September 30, 2026, compared to $16.3 million for the nine months ended September 30, 2025. Additionally, for the nine months ended September 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, and $16.4 million related to a distribution from one of our unconsolidated companies.
Net cash provided by financing activities for the nine months ended September 30, 2026 was $431.7 million, compared to $349.1 million for the nine months ended September 30, 2025. The principal factors that affected net cash provided by financing activities during the nine months ended September 30, 2026 were: (i) net proceeds of $976.1 million from issuance of the 2031 Convertible Notes; (ii) proceeds of $51.9 million from tax monetization transactions; (iii) net proceeds of $87.7 million from long-term loans; and (iv) 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 $231.4 million; (iv) purchase of treasury stock of $24.4 million; (v) cash paid in relation to debt issuance and line of credit transactions of $14.8 million; (vi) cash dividend payment of $22.1 million; and (vii) cash paid to noncontrolling interest of $4.3 million. The principal factors that affected our net cash provided by financing activities during the nine months ended September 30, 2025 were: (i) net proceeds of $444.6 million from long-term loans entered into during the first half of 2025; (ii) proceeds of $109.8 million from tax monetization transactions entered into during the period; (iii) net cash received from revolving credit lines with banks of $35.0 million; and (iv) 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 $203.3 million; (ii) cash paid in relation to debt issuance and line of credit transactions of $16.8 million; (iii) cash dividend payment of $21.8 million; and (iv) cash paid to noncontrolling interest of $7.4 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
51

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 nine months ended September 30, 2026 was $29.8 million and $100.4 million, respectively, compared to $24.7 million and $93.9 million, for the three and nine months ended September 30, 2025, respectively. 
Adjusted EBITDA for the three and nine months ended September 30, 2026 was $153.8 million and $492.6 million, respectively, compared to $138.4 million and $423.3 million, for the three and nine months ended September 30, 2025, respectively.
 The following table reconciles net income to EBITDA and Adjusted EBITDA for the three and nine months period ended September 30, 2026 and 2025:
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(Dollars in thousands)
Net income $29,823 $24,708 $100,450 $93,941 
Adjusted for:
Interest expense, net (including interest income and amortization of deferred financing costs)
38,324 34,051 118,754 101,964 
Income tax benefit(6,775)(4,283)(31,911)(13,544)
Adjustment to investment in unconsolidated companies: our proportionate share in interest expense, tax and depreciation and amortization in Sarulla and Ijen
3,704 3,580 10,765 10,857 
Depreciation, amortization and accretion 78,925 73,239 230,426 213,071 
EBITDA $144,001 $131,295 $428,484 $406,289 
Mark-to-market (gains) or losses of derivative instruments
607 1,198 (184)(1,206)
Stock-based compensation 5,498 4,941 16,466 14,473 
Allowance for bad debts1 158 669 210 
Induced conversion expense in connection with the issuance of the 2031 Convertible Notes
— — 34,413 — 
Impairment of long-lived assets150 — 8,578 — 
Merger and acquisition transaction costs 1,394 479 2,826 1,488 
Bargain purchase gain
— — (9,616)— 
Settlement agreement expenses and other
— — 168 900 
Write-off of unsuccessful exploration and storage activities 2,131 377 10,824 1,144 
Adjusted EBITDA $153,782 $138,448 $492,628 $423,298 
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 September 30, 2026, the outstanding carrying value of long-term debt owed by SOL and Ijen, our unconsolidated investments, was $586.9 million, and $141.1 million, respectively, in which our proportionate share was $74.8 million, and $69.1 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 although drilling has been delayed.

52

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. Interconnection completed and commissioning has started and the PPA has been 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 approximately 2MW of the additional capacity currently contributing to the power plant. We expect the remaining capacity to contribute in the first quarter of 2027.
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.
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 are 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 have commenced. We have experienced permitting delays and currently expect commercial operation in the first half of 2028.

In addition, we are in the process of repowering the Puna power plant and working to add new solar facilities to support the auxiliary power needs of our MGH, Blue Mountain, and Heber geothermal facilities.

In the Energy Storage segment, we are currently in the process of constructing several facilities as detailed below:
Project NameSizeLocationCustomerExpected COD
Bird Dog60MW/120MWhCASDCPQ4 2026
Jersey Valley Solar plus Storage
67MW/268MWh
NV
NV Energy
2027/2028
Griffith
100MW/400MWh
CA
TBD2028
Israel High Voltage (*) - Rosh Pina
75MW/300MWh
Israel
Israeli Electricity AuthorityH1 2028
Israel High Voltage (*) - Bet Alpha
75MW/300MWh
Israel
Israeli Electricity Authority End 2028
Bror Hail20MW/100MWhIsraelIsraeli Electricity Authority2028
Denali100MW/400MWhCAClean Power AllianceEnd 2028
(*) Represents our share of two projects, which are joint ventures.

We have budgeted approximately $765.2 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 $359.7 million as of September 30, 2026. We expect to invest approximately $105.4 million in the rest of 2026 and the remaining amount of approximately $300.1 million thereafter.
In addition, we estimate approximately $181.3 million in additional capital expenditures in 2026 to be allocated as follows: (i) approximately $44.4 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 $7.5 million for maintenance capital expenditures for our operating power plants; (iii) approximately $18.2 million related to our EGS activities; (iv) approximately $90.1 million for the construction and development of energy storage projects; (v) approximately $12.9 million related to business development activities; and (vi) approximately $8.3 million for enhancements to our production facilities.
In the aggregate, we estimate our total capital expenditures for the rest of 2026 to be approximately $286.7 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
53

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 September 30, 2026, 88.3% of our consolidated long-term debt was at fixed interest rates, and therefore not subject to interest rate volatility risk. During the nine months ended September 30, 2026, we issued the 2031 Convertible Notes of which Series 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 September 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 September 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.
54

 The results of the sensitivity analysis calculations as of September 30, 2026 and December 31, 2025 are presented below:
 Assuming a
10% Increase in Rates		Assuming a
10% Decrease in Rates
RiskSeptember 30, 2026December 31, 2025September 30, 2026December 31, 2025Change in the Fair Value of:
(Dollars in thousands)
Foreign currency$(2,715)$— $2,077 $— 
Foreign currency forward and option contracts
Interest rate(1,893)— 1,970 — 
Ormat Geothermal Senior Secured Notes
Interest rate(489)(582)507 605 Mammoth Senior Secured Notes 2025
Interest rate(1,044)(1,397)1,106 1,477 Dominica Loan
Interest rate(2,433)(2,453)2,552 2,562 GB Loan
Interest rate(782)(895)806 921 Mizrahi 2025 Loan
Interest rate(724)(869)744 893 Discount 2025 Loan
Interest rate(781)(930)803 958 Discount 2025 II Loan
Interest rate(1,985)(2,323)2,052 2,406 Discount 2025 III Loan
Interest rate(2,106)(2,547)2,163 2,620 Hapoalim 2025 Loan
Interest rate(2,635)(2,683)2,802 2,839 Bottleneck Loan
Interest rate(4,342)(4,580)4,665 4,904 Mammoth Senior Secured Notes
Interest rate(280)(317)284 321 Mizrahi Loan
Interest rate(522)(592)535 606 Mizrahi Loan 2023
Interest rate(193)(338)195 342 Hapoalim Loan
Interest rate(1,169)(1,343)1,202 1,381 Hapoalim Loan 2023
Interest rate(803)(906)823 927 Hapoalim 2024 Loan
Interest rate(87)(147)88 149 
HSBC Loan
Interest rate(288)(611)290 617 HSBC Bank 2024 Loan
Interest rate(344)(448)349 455 Discount Loan
Interest rate(385)(438)395 449 Discount 2024 Loan
Interest rate(322)(472)325 479 Discount 2024 II Loan
Interest rate(7,977)(8,347)8,480 8,853 Financing Liability
Interest rate(1,773)(2,042)1,824 2,101 OFC 2 Senior Secured Notes
Interest rate(1,022)(1,259)1,045 1,288 Olkaria III - DFC Loan
Interest rate(679)(723)699 744 DEG 4 Loan
Interest rate(2,619)(2,863)2,691 2,939 Senior Unsecured Bonds
Interest rate(69)(123)70 125 DEG 2 Loan
Interest rate(56)(100)57 102 DEG 3 Loan
Interest rate(826)(962)856 999 DAC 1 Senior Secured Notes
Interest rate(1,369)(1,669)1,396 1,704 Senior Unsecured Loan (Migdal)
Interest rate(697)(749)737 793 Prudential - NV
Interest rate(444)(471)458 485 DOE Loan
Interest rate(1,675)(1,806)1,782 1,922 Prudential - Idaho Refinancing Loan
Interest rate(999)(1,160)1,031 1,198 Platanares DFC Loan
Interest rate(18)(17)18 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 September 30,Nine Months Ended September 30,
2026202520262025
Sierra Pacific Power Company and Nevada Power Company10.3 %12.1 %10.8 %13.7 %
Southern California Public Power Authority (“SCPPA”)13.2 15.1 13.4 17.9 
Kenya Power and Lighting Co. Ltd. ("KPLC")11.5 11.9 10.2 12.1 
 The Company has historically been able to collect on substantially all of its receivable balances. As of September 30, 2026, the amount overdue from KPLC in Kenya was $36.8 million of which $11.7 million was paid in October 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 September 30, 2026, the total amount overdue from Empresa Nacional de Energía Eléctrica ("ENEE") was $10.7 million of which $4.2 million was paid in October 2026. Due to the current 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 September 30, 2026. Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of September 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 third 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 and below.
Next-generation geothermal technologies such as EGS, in which we have made investments, involve significant technical, operational, and geological risks.

We have made, and may continue to make, investments in EGS, which is an emerging geothermal technology that differs materially from conventional geothermal development. EGS projects seek to create or enhance geothermal reservoirs through advanced drilling, stimulation, and reservoir management techniques. While EGS has the potential to expand the geographic and resource base for geothermal energy, the technology has not yet been widely deployed at commercial scale.
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.
In addition, EGS projects generally require significant upfront capital investment, extended development timelines, and may be dependent on continued technological advances, third-party expertise, government incentives, or regulatory support. Cost overruns, delays, or changes in regulatory frameworks could adversely affect project economics. Further, because EGS is a relatively nascent technology, there is limited operating history to validate assumptions regarding long-term performance, maintenance requirements, and decommissioning obligations. In sum, if our EGS investments fail to progress as anticipated, experience technical or regulatory setbacks, or do not achieve commercial viability, we may be required to impair some or all of our investments, incur additional costs, or forego expected returns.
EGS activities conducted at or near our existing operating geothermal power plants, including drilling, well stimulation, and fluid injection, could also adversely affect the productivity of existing hydrothermal reservoirs and the performance or operation of these facilities. This could potentially result in reduced power generation, operational disruptions, or additional costs. Technological advances in EGS may also prove to be superior to, or may not be compatible with, some of our existing technologies, investments and infrastructure, and may require us to make significant additional expenditures to remain competitive.
Any of the above outcomes relating to EGS technology could have a material adverse effect on our results of operations, financial condition, and cash flows.

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) Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

58

On November, 4, 2026, the Company’s Board of Directors adopted amendments to the Company’s Seventh Amended and Restated By-laws (the “By-laws,” and as so amended, the “Amended By-laws”).
The Amended By-laws include amendments to do the following: update the disclosure requirements and procedures for stockholder action by written consent; expand the disclosure requirements for stockholders nominating individuals for election to the Board of Directors or proposing other business at a stockholder meeting, including with respect to affiliates and persons acting in concert; require stockholder nominees to participate in interviews with the Company’s Board of Directors, if requested, update questionnaire responses and provide additional information; and designate certain Delaware courts as the exclusive forum for specified corporate claims and federal courts as the exclusive forum for claims arising under the Securities Act.
The foregoing summary is qualified in its entirety by reference to the Amended By-laws, a copy of which is attached as Exhibit 3.1 to this quarterly report and incorporated by reference herein. Additionally, a copy of the Amended By-laws, marked to show changes to the By-laws, is included as Exhibit 3.2 to this quarterly report (additions are double-underlined, moves are single-underlined, and deletions are struck through) and incorporated by reference herein.

(b) None.
(c) During the fiscal quarter ended September 30, 2026, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
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.
EXHIBIT INDEX
  Exhibit No.
Document
3.1*
3.2*
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.






60

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: November 5, 2026

61



Exhibit 31.1
 
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO
SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15d-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 September 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: November 5, 2026
 


Exhibit 31.2
 
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO
SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15d-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 September 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: November 5, 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 September 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: November 5, 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 September 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: November 5, 2026
Exhibit 3.1 EIGHTH AMENDED AND RESTATED BY-LAWS OF ORMAT TECHNOLOGIES, INC. Adopted on November 4, 2026

 
Table of Contents Page (i) SECTION 1. OFFICES ....................................................................................................................... 1 SECTION 2. STOCKHOLDERS ........................................................................................................ 1 ANNUAL MEETING ................................................................................................................. 1 SPECIAL MEETINGS ............................................................................................................... 1 PLACE OF MEETING ............................................................................................................... 1 NOTICE OF MEETING ............................................................................................................. 1 WAIVER OF NOTICE ............................................................................................................... 2 2.5.1 WAIVER IN WRITING ................................................................................................ 2 2.5.2 WAIVER BY ATTENDANCE ..................................................................................... 2 FIXING OF RECORD DATE FOR DETERMINING STOCKHOLDERS .............................. 2 2.6.1 MEETINGS ................................................................................................................... 2 2.6.2 CONSENT TO CORPORATE ACTION WITHOUT A MEETING ........................... 2 2.6.3 DIVIDENDS, DISTRIBUTIONS AND OTHER RIGHTS .......................................... 4 VOTING LIST ............................................................................................................................ 4 QUORUM ................................................................................................................................... 4 MANNER OF ACTING ............................................................................................................. 5 PROXIES .................................................................................................................................... 5 2.10.1 APPOINTMENT ........................................................................................................... 5 2.10.2 DELIVERY TO CORPORATION; DURATION ......................................................... 5 VOTING OF SHARES ............................................................................................................... 5 VOTING FOR DIRECTORS ..................................................................................................... 5 ACTION BY STOCKHOLDERS WITHOUT A MEETING .................................................... 6 ORGANIZATION ...................................................................................................................... 6 NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS ....................................... 7 2.15.1 ANNUAL MEETINGS OF STOCKHOLDERS ........................................................... 7 2.15.2 SPECIAL MEETINGS OF STOCKHOLDERS............................................................ 9 2.15.3 GENERAL ................................................................................................................... 10 2.15.4 SUBMISSION OF QUESTIONNAIRE, REPRESENTATION AND AGREEMENT; DIRECTOR INTERVIEWS; ADDITIONAL INFORMATION ...... 11 BUSINESS AND ORDER OF BUSINESS.............................................................................. 12 SECTION 3. BOARD OF DIRECTORS .......................................................................................... 12 GENERAL POWERS ............................................................................................................... 12 NUMBER AND TENURE ....................................................................................................... 12 REGULAR MEETINGS .......................................................................................................... 13 SPECIAL MEETINGS AND NOTICE .................................................................................... 13 MEETINGS BY TELEPHONE OR ELECTRONIC MEETING ............................................ 13 WAIVER OF NOTICE ............................................................................................................. 14 3.6.1 IN WRITING ............................................................................................................... 14 3.6.2 BY ATTENDANCE .................................................................................................... 14 QUORUM ................................................................................................................................. 14 MANNER OF ACTING ........................................................................................................... 14 PRESUMPTION OF ASSENT ................................................................................................. 14 ACTION BY BOARD OR COMMITTEES WITHOUT A MEETING .................................. 14 RESIGNATION ........................................................................................................................ 15 REMOVAL ............................................................................................................................... 15 VACANCIES ............................................................................................................................ 15

 
Page (ii) COMMITTEES ........................................................................................................................ 15 3.14.1 CREATION AND AUTHORITY OF COMMITTEES .............................................. 15 3.14.2 MINUTES OF MEETINGS ........................................................................................ 15 3.14.3 QUORUM AND MANNER OF ACTING .................................................................. 15 3.14.4 RESIGNATION ........................................................................................................... 16 3.14.5 REMOVAL .................................................................................................................. 16 COMPENSATION ................................................................................................................... 16 LEAD INDEPENDENT DIRECTOR ...................................................................................... 16 SECTION 4. OFFICERS ................................................................................................................... 17 NUMBER ................................................................................................................................. 17 ELECTION AND TERM OF OFFICE .................................................................................... 17 SUBORDINATE OFFICERS ................................................................................................... 17 RESIGNATION ........................................................................................................................ 17 REMOVAL ............................................................................................................................... 17 VACANCIES ............................................................................................................................ 18 SALARIES ............................................................................................................................... 18 SECTION 5. CONTRACTS, BUSINESS, LOANS, CHECKS AND DEPOSITS ........................... 18 CONTRACTS ........................................................................................................................... 18 BUSINESS ................................................................................................................................ 18 LOANS TO THE CORPORATION ......................................................................................... 18 CHECKS, DRAFTS, ETC. ....................................................................................................... 18 DEPOSITS ................................................................................................................................ 18 SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER ..................................... 19 ISSUANCE OF SHARES......................................................................................................... 19 CERTIFICATES FOR SHARES .............................................................................................. 19 STOCK RECORDS .................................................................................................................. 19 TRANSFER OF SHARES ........................................................................................................ 19 LOST OR DESTROYED CERTIFICATES............................................................................. 19 SECTION 7. BOOKS AND RECORDS ........................................................................................... 20 SECTION 8. ACCOUNTING YEAR ............................................................................................... 20 SECTION 9. SEAL ........................................................................................................................... 20 SECTION 10. INDEMNIFICATION ................................................................................................ 20 RIGHT TO INDEMNIFICATION ........................................................................................... 20 RIGHT OF INDEMNITEE TO BRING SUIT ......................................................................... 21 NONEXCLUSIVITY OF RIGHTS .......................................................................................... 21 INSURANCE, CONTRACTS AND FUNDING ..................................................................... 21 INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION ......... 21 PERSONS SERVING OTHER ENTITIES .............................................................................. 22 SECTION 11. EXCLUSIVE FORUM ............................................................................................... 22 EXCLUSIVE FORUM ............................................................................................................. 22 SECURITIES CLAIMS ............................................................................................................ 22 NOTICE AND CONSENT ....................................................................................................... 22 SEVERABILITY ...................................................................................................................... 23 SECTION 12. AMENDMENTS OR REPEAL .................................................................................. 23

 
SECTION 1. OFFICES The principal office of the corporation shall be located at its principal place of business or such other place as the Board of Directors (the "Board") may designate. The corporation may have such other offices, either within or without the State of Delaware, as the Board may designate or as the business of the corporation may require from time to time. SECTION 2. STOCKHOLDERS ANNUAL MEETING The annual meeting of the stockholders for the purpose of electing Directors and transacting such other business as may properly come before the meeting in accordance with these By-laws shall be held at such place, date and hour as may be fixed from time to time by resolution of the Board. SPECIAL MEETINGS 2.2.1 A special meeting of the stockholders for any purpose or purposes, unless otherwise provided by law, may be called by the Chairman of the Board, the Chief Executive Officer, or the Board. 2.2.2 A special meeting of the stockholders may be called if the holders of not less than a majority of all the outstanding shares of the corporation entitled to vote on any issue to be considered at such meeting have dated, signed, and delivered to the Secretary one or more demands for such meeting, describing each matter of business desired to be brought before the special meeting, the reasons for conducting such business, the text of any proposal or business to be considered, and the information required by Section 2.15 (replacing references to "annual meeting" with "special meeting"). PLACE OF MEETING All meetings shall be held at such place within or without the State of Delaware designated by the Board, by any persons entitled to call a meeting hereunder or in a waiver of notice signed by all of the stockholders entitled to notice of the meeting. The Board of Directors may, in its sole discretion, determine that meetings of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as described in Section 3.5 hereof in accordance with Section 211(a)(2) of the Delaware General Corporation Law ("DGCL"). NOTICE OF MEETING Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given, which notice shall state the place, date and hour of the meeting (including the means of remote communication, if any), the record date for determining the stockholders entitled to vote at the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. The written notice of any meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Notice may be given by such delivery means (mail, telecopy, electronic or other) as the Secretary of the corporation deems appropriate and in compliance with law and shall be delivered to the stockholder's address as it appears on the stock transfer records of the corporation. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his, her or its address as it appears on the stock transfer records of the corporation. Any waiver of such notice given by the person entitled thereto, whether before or after the time stated therein, shall be deemed equivalent notice.

 
2 WAIVER OF NOTICE 2.5.1 WAIVER IN WRITING Whenever any notice is required to be given to any stockholder under the provisions of these By- laws, the Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") or the DGCL, a written waiver, signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. 2.5.2 WAIVER BY ATTENDANCE The attendance of a stockholder at a meeting shall constitute a waiver of notice of such meeting, except when a stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. FIXING OF RECORD DATE FOR DETERMINING STOCKHOLDERS 2.6.1 MEETINGS For the purpose of determining stockholders entitled to notice of and to vote at any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than sixty (or the maximum number permitted by applicable law) nor less than ten days before the date of such meeting. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of and to vote at the meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. 2.6.2 CONSENT TO CORPORATE ACTION WITHOUT A MEETING (a) For the purpose of determining the stockholders entitled to consent to corporate action in writing without a meeting, the Board may fix a record date for such purpose (the “Consent Record Date”), which record date shall not precede the date upon which the resolution fixing the Consent Record Date is adopted by the Board, and which date shall not be more than ten (or the maximum number permitted by applicable law) days after the date upon which the resolution fixing the Consent Record Date is adopted by the Board. If no Consent Record Date has been fixed by the Board and prior action by the Board is required by Chapter 1 of the DGCL, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior action. (b) Any stockholder seeking to have stockholders authorize or take action in writing without a meeting must be a stockholder of record and shall, by written notice to the Secretary delivered (by hand or by certified mail or registered mail, return receipt requested) to the principal executive offices of the corporation on a business day during normal business hours, first request that the Board fix a Consent Record Date for such purpose, which request shall be in proper form as provided in subsection (c) of this Section 2.6.2. The Board shall as promptly as reasonably practicable, and in any event within the later of ten (10) days after such request has been properly delivered (by hand or by certified mail or registered mail, return receipt requested) to the corporation in proper form and five (5) days after the delivery (by hand or by certified mail or registered mail, return receipt requested) of any supplemental information requested by the corporation to determine the validity of the request or whether the action proposed is a proper subject for stockholder action by written consent, determine the validity of such request and whether such action

 
3 may be taken by written consent under this Section 2.6.2 and applicable law. If the Board determines that such request is valid, the Board may fix the Consent Record Date. If the request has been determined to be valid but the Board does not fix a Consent Record Date within the time period required by the preceding sentence of this subsection (b) (and the immediately following sentence does not apply), the Consent Record Date shall be the first date after the expiry of such time period required by the preceding sentence of this subsection (b) on which a signed written consent setting forth the action taken or proposed to be taken is delivered (by hand or by certified mail or registered mail, return receipt requested) to the corporation in accordance with this Section 2.6.2. If the request has been determined to be valid and no Consent Record Date has been fixed, and prior action by the Board is required by applicable law in order for such a date to be fixed, the Consent Record Date shall be the close of business on the date on which the Board adopts the resolution taking such prior action. (c) To be in proper form for purposes of subsection (b) of this Section 2.6.2, any request by a stockholder to fix a Consent Record Date shall be in writing, shall attach proof of such stockholder’s record ownership, shall set forth each action proposed to be taken by written consent of the stockholders in lieu of a meeting (each, a “Consent Matter”) and shall include, as to each Consent Matter and as to each Consent Requesting Person (as defined below), the information that would be required to be provided in a notice under subsection 2.15.1 of these By-laws if such matter were to be brought before an annual meeting of stockholders. Delivery shall be during normal business hours on a business day and shall be delivered to the Secretary of the corporation at the principal executive offices of the corporation, by hand or by certified mail or registered mail, return receipt requested. “Consent Requesting Person” means (i) the stockholder of record making the request to fix a Consent Record Date; (ii) the beneficial owner(s) thereof on whose behalf such request is made and (iii) each other Proponent Person (as defined in Section 2.15.3 of these By-laws). Notwithstanding anything to the contrary contained in this subsection (c), upon receipt of a request by a stockholder to set a Consent Record Date, the Board may require the stockholder(s) submitting such request to furnish such other information as may be requested by the Board to determine the validity of the Consent Record Date request and to determine whether such request relates to an action that may be effected by written consent of stockholders in lieu of a meeting under this Section 2.6.2 and applicable law. (d) The Secretary shall not accept, recognize or consider effective, or give effect to, and shall consider ineffective, any stockholder request to set a Consent Record Date that (i) does not comply with this Section 2.6.2; (ii) relates to an action proposed to be taken by written consent of stockholders in lieu of a meeting that is not a proper subject for stockholder action under applicable law; (iii) includes an action proposed to be taken by written consent of stockholders in lieu of a meeting that did not appear on the written request delivered pursuant to subsection (b) of this Section 2.6.2 that resulted in the determination of the Consent Record Date or (iv) otherwise does not comply with applicable law. Notwithstanding anything in these By-laws to the contrary, if the Board determines that any request to fix a Consent Record Date was not properly made in accordance with this Section 2.6.2, or determines that the stockholders of record requesting that the Board fix such Consent Record Date have not otherwise complied with this Section 2.6.2, then the Board shall not be required to fix such Consent Record Date. (e) Any stockholder seeking to take action by written consent of stockholders in lieu of a meeting shall update and supplement the information previously provided to the corporation from time to time to the extent necessary so that the information provided or required to be provided is true and correct (i) as of the Consent Record Date and (ii) as of the date ten (10) business days prior to the commencement of any solicitation of written consents. Any such updates and supplement shall be delivered (by hand or by certified mail or registered mail, return receipt requested) in writing to (and received by) the Secretary of the corporation at the principal executive offices of the corporation not later than (A) five (5) business days after the Consent Record Date (in the case of clause (i)) and (B) eight (8) business days prior to the commencement of any solicitation of consents (in the case of clause (ii)). Each such update and supplement shall clearly identify the information that has changed since such stockholder’s prior submission, it being understood that no such update may cure any deficiencies or inaccuracies with respect to any prior

 
4 submission by such stockholder. Any failure to update as required by this subsection (e) shall result in the information being deemed not provided in accordance with this Section 2.6.2. (f) In addition to the other requirements set forth in this Section 2.6.2, each Consent Requesting Person shall comply with all applicable law (including, without limitation, all requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder) with respect to any solicitation of written consents with respect to the corporation; provided, however, that any references in these By-laws to the Exchange Act or the rules promulgated thereunder (or any other law) are not intended to and shall not limit the separate and additional requirements set forth in these By-laws with respect to stockholder action by written consent. Notwithstanding anything in these By- laws to the contrary (except as provided in subsection (g) of this Section 2.6.2 with respect to any solicitation of written consents by or at the direction of the Board), any action proposed to be taken by written consent of stockholders in lieu of a meeting that does not comply with the requirements of this Section 2.6.2 and applicable law shall be invalid, and the Secretary shall not accept, recognize or consider effective, or give effect to, any consents delivered in connection therewith. (g) Notwithstanding anything to the contrary in this Section 2.6.2 (including, without limitation, subsection (f) of this Section 2.6.2), Section 2.6.2(b) through Section 2.6.2(f) shall not apply to any solicitation of written consents by or at the direction of the Board. 2.6.3 DIVIDENDS, DISTRIBUTIONS AND OTHER RIGHTS For the purpose of determining stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (or the maximum number permitted by applicable law) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. VOTING LIST At least ten days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, or any adjournment thereof, shall be made, arranged in alphabetical order, with the address of and number of shares held by each stockholder. This list shall be open to examination by any stockholder, for any purpose germane to the meeting, for a period of ten days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. If required by applicable law (i) if the meeting is to be held at a place, this list shall also be produced and kept at such meeting for inspection by any stockholder who is present and (ii) if the meeting is held solely by means of remote communication, the list shall also be open for inspection by any stockholder during the whole time of the meeting on a reasonably accessible electronic network, as provided by applicable law. QUORUM A majority of the outstanding shares of the corporation entitled to vote, present in person or represented by proxy at the meeting, shall constitute a quorum at a meeting of the stockholders; provided, that where a separate vote by a class or classes is required, a majority of the outstanding shares of such class or classes, present in person or represented by proxy at the meeting, shall constitute a quorum entitled to take action with respect to that vote on that matter. If less than a majority of the outstanding shares entitled

 
5 to vote are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. If a quorum is present or represented at a reconvened meeting following such an adjournment, any business may be transacted that might have been transacted at the meeting as originally called. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. MANNER OF ACTING In all matters other than the election of Directors, if a quorum is present, the affirmative vote of the majority of the outstanding shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the vote of a greater number is required by these By-laws, the Certificate of Incorporation or the DGCL. Where a separate vote by a class or classes is required, if a quorum of such class or classes is present, the affirmative vote of the majority of outstanding shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class or classes. Directors shall be elected by a majority of all votes cast for each of the Director nominees at such meeting, except for contested elections (i.e., elections in which there are a greater number of candidates than there are seats to be filled), in which case the Directors shall be elected by a plurality vote of all votes cast for the election of Directors at such meeting. PROXIES 2.10.1 APPOINTMENT Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy. Such authorization may be accomplished by the stockholder or such stockholder's authorized officer, director, employee or agent executing a writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting. The authorization of a person to act as a proxy may be documented, signed, and delivered in accordance with Section 116 of DGCL provided that such authorization shall set forth, or be delivered with information enabling the corporation to determine, the identity of the stockholder granting such authorization. 2.10.2 DELIVERY TO CORPORATION; DURATION A proxy shall be filed with the Secretary before or at the time of the meeting or the delivery to the corporation of the consent to corporate action in writing. A proxy shall become invalid three years after the date of its execution unless otherwise provided in the proxy. A proxy with respect to a specified meeting shall entitle the holder thereof to vote at any reconvened meeting following adjournment of such meeting but shall not be valid after the final adjournment thereof. VOTING OF SHARES Each outstanding share entitled to vote with respect to the subject matter of an issue submitted to a meeting of stockholders shall be entitled to one vote upon each such issue. VOTING FOR DIRECTORS Each stockholder entitled to vote at an election of Directors may vote, in person or by proxy, the number of shares owned by such stockholder for as many persons as there are Directors to be elected and for whose election such stockholder has a right to vote.

 
6 ACTION BY STOCKHOLDERS WITHOUT A MEETING Any action which could be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall (a) be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and (b) be delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the records of proceedings of meetings of stockholders. Delivery made to the corporation's registered office, to be valid, shall be during normal business hours and shall be by hand or by certified mail or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless written consents signed by all stockholders entitled to vote with respect to the subject matter thereof are delivered to the corporation, in the manner required by this Section, within sixty (or the maximum number permitted by applicable law) days of the earliest dated consent delivered to the corporation in the manner required by this Section. For the avoidance of doubt, any stockholder giving a written consent, or the stockholder’s proxy holder, may revoke any such consent in any manner permitted by applicable law at any time prior to the time the action to which such consent relates becomes effective, but not thereafter. The validity of any consent executed by a proxy for a stockholder pursuant to an electronic transmission transmitted to such proxy holder by or upon the authorization of the stockholder shall be determined by or at the direction of the Secretary. In addition, upon delivery to the corporation in accordance with this Section 2.13 of written consents, pursuant to a written consent process that was initiated by a shareholder pursuant to Section 2.6.2, purporting to represent the requisite voting power to authorize or take corporate action and any related revocations, the Secretary shall provide for the safekeeping of such materials and shall promptly engage independent inspectors of election for the purpose of performing a ministerial review of the validity of the consents and revocations, and no such action by written consent shall be effective until such inspectors have completed their review, determined that the requisite number of valid and unrevoked consents has been obtained, and certified such determination for entry in the corporate records. A written record of the information upon which the person making such determination relied shall be made and kept in the records of the proceedings of the stockholders. Any such consent shall be inserted in the minute book as if it were the minutes of a meeting of the stockholders. Notice of the taking of any corporate action by written consent shall be given to those stockholders who shall not have consented in writing or who are not entitled to vote on the action promptly after the corporation has obtained such authorization by written consent in accordance with this Section 2.13. Any stockholder seeking to have the stockholders authorize or take action by written consent in lieu of a meeting, and the manner of determining the applicable record date therefor, shall be subject to the requirements of Section 2.6.2 of these Bylaws, including without limitation the procedure for requesting that the Board fix a Consent Record Date and the related disclosure and other requirements set forth therein. ORGANIZATION At every meeting of the stockholders the Chairman of the Board, or in the absence of the Chairman of the Board, the Chief Executive Officer, or in the absence of the Chief Executive Officer, a Director or an officer of the corporation designated by the Board, shall act as Chairman of the meeting. The Secretary, or, in the Secretary's absence, an Assistant Secretary, shall act as Secretary at all meetings of the stockholders. In the absence from any such meeting of the Secretary and the Assistant Secretaries, the Chairman may appoint any person to act as Secretary of the meeting.

 
7 NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS 2.15.1 ANNUAL MEETINGS OF STOCKHOLDERS At an annual meeting of stockholders, nominations of persons for election to the Board of the corporation and the proposal of business to be considered by the stockholders may only be made (a) pursuant to the corporation's notice of meeting, (b) by or at the direction of the Board or (c) by any stockholder of the corporation who was a stockholder of record at the time of giving of notice provided for in this Section and at the time of the annual meeting, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section. Clause (c) shall be the exclusive means for a stockholder to make nominations or submit other business (other than matters properly brought under Rule 14a-8 under the Exchange Act and included in the corporation's notice of meeting) before an annual meeting of stockholders. For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of the prior paragraph hereof, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation and such other business must otherwise be a proper matter for stockholder action. To be timely, a stockholder's notice shall be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by the corporation. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a stockholder's notice as described above. Notwithstanding anything in this Section to the contrary, a stockholder (together with any Proponent Person) may not nominate a number of nominees for election at an annual meeting that exceeds the number of Directors to be elected at such meeting, and the corporation shall disregard any nominations purported to be made in excess of such number, in each case with the determination of which nominees (if any) shall be disregarded made in the manner the stockholder (or Proponent Person) submitting the nominations designates in its notice or, if no such designation is made, in the reverse order in which the nominees are named in the stockholder's notice. Such stockholder's notice shall attach evidence of such stockholder’s status as a holder of record of the corporation’s common stock and shall further set forth: (1) as to each person, if any, whom the stockholder proposes to nominate for election or reelection as a Director (i) all such information pertaining to such nominee for election as a Director that is required by this Section to be set forth in a stockholder's notice of nomination, (ii) all information relating to each such person that would be required to be disclosed in solicitations of proxies for election of Directors in an election contest, or is otherwise required, in each case pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person's written consent to being named in the proxy statement as a nominee and to serving as a Director if elected), (iii) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among any Proponent Person on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Item 404 of Regulation S-K under the Securities Act of 1933, as amended (the

 
8 “Securities Act”), if the Proponent Persons were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such “registrant”, and (iv) a completed and signed questionnaire, representation and agreement required by subsection 2.15.4 hereof; (2) as to any other business that the stockholder proposes to bring before the meeting (i) a brief description of the business desired to be brought before the meeting, (ii) the reasons for conducting such business at the meeting, (iii) the text of the proposal or business (including the text of any resolutions proposed for consideration and, if such business includes a proposal to amend these By-laws, the text of such proposed amendment)and (iv) any other information relating to such item of business that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act; and (3) as to each stockholder giving the notice and each other Proponent Person: (i) the name and address of such person (as they appear on the corporation's books, to the extent such person is a record stockholder), (ii) the class or series and number of shares of the corporation which are, directly or indirectly, owned beneficially (within the meaning of Rule 13d-3 of the Exchange Act) and of record by such person, (iii) any option, warrant, convertible security, stock appreciation right, swap, hedge, collar, forward contract, or other right or instrument, whether cash-settled, physically-settled or net share-settled, and whether or not within the meaning of Section 16 of the Exchange Act, with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the corporation, or with a value derived in whole or in part from the value of any class or series of shares of the corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the corporation or otherwise, or that otherwise provides, directly or indirectly, the opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the corporation (any right or other instrument referred to in this clause (iii), a "Derivative Instrument") directly or indirectly owned beneficially by such person and any other direct or indirect opportunity of any such person to profit or share in any profit derived from any increase or decrease in the value of shares of the corporation, (iv) any proxy, contract, arrangement, understanding, or relationship pursuant to which such person has a right to vote any shares of any security of the corporation, (v) any short interest in any security of the corporation (for purposes of these By-laws a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security) of such person, (vi) any rights to dividends on the shares of the corporation owned beneficially by such person that are separated or separable from the underlying shares of the corporation, (vii) any proportionate interest in shares of the corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such person is a general partner, managing member or in a similar entity or, directly or indirectly, beneficially owns an interest in a general partner, managing member or similar entity, (viii) any performance-related fees (other than an asset-based fee) that such person is entitled to based on any increase or decrease in the value of shares of the corporation or Derivative Instruments, if any, as of the date of such notice, (ix) any material pending or threatened legal proceeding in which such person is a party or material participant involving the corporation or any of its officers or directors, or any affiliate of the corporation, (x) any other material relationship between such person, on the one hand, and the corporation or any affiliate of the corporation, on the other hand, (xi) any direct or indirect material interest in any material contract or agreement of such person with the corporation or any affiliate of the corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (xii) any other information relating to such person, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of Directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (xiii) a statement of whether or not such person, will deliver a proxy statement and form of proxy to holders

 
9 of at least the percentage of voting power of all of the shares of capital stock of the corporation required under applicable law to elect the nominee or nominees proposed to be nominated or approve the business proposal, as applicable, (xiv) all information that would be required to be disclosed in response to Item 3, Item 4, Item 5 and/or Item 6 of Schedule 13D (regardless of whether such actually required to file a Schedule 13D) if such person were the filing person of such a Schedule 13D with respect to the corporation, (xv) identification of the names and addresses of any other stockholders (including beneficial owners) known by the stockholder providing the notice or any of its controlling affiliates (including after inquiring in writing of the other Proponent Persons) to support the nominations or other business proposal(s) made in the notice, and to the extent known, the class and number of all shares of the corporation's capital stock owned of record or beneficially by such other stockholder(s) or other beneficial owner(s) and (xvi) if the notice relates to any business other than a nomination of a Director or Directors that the stockholder proposes to bring before the meeting, (A) any material interest of the stockholder providing the notice or any of its affiliates (or, to the knowledge of the stockholder providing the notice or any of its affiliates after inquiring in writing of the other Proponent Persons, of any other Proponent Person) in such business and (B) a description of all agreements, arrangements and understandings in effect (or that were in effect in the preceding two years) between or among any of the stockholder providing the notice or any of its affiliates (or, to the knowledge of the stockholder providing the notice or any of its affiliates after inquiring in writing of the other Proponent Persons, of any other Proponent Person), if any, and any other person or persons (including their names) in connection with the proposal of such business by such stockholder, or in connection with acquiring, holding, disposing, or voting any shares of any class or series of capital stock of the corporation. In addition to the foregoing, any stockholder giving notice provided by this Section of its intent to propose nominee(s) for election or propose business at an annual meeting shall update and supplement its notice to the corporation, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section shall be true and correct as of the record date for notice of the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered (by hand or by certified mail or registered mail, return receipt requested) to the Secretary at the principal executive offices of the corporation not later than five (5) business days after the record date for notice of the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof). Each such update and supplement shall clearly identify the information that has changed since such stockholder’s prior submission, it being understood that no such update may cure any deficiencies or inaccuracies with respect to any prior submission by such stockholder. Any failure to update as required by this paragraph shall result in stockholder’s notice being deemed not provided in accordance with this Section 2.15.1. 2.15.2 SPECIAL MEETINGS OF STOCKHOLDERS Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the corporation's notice of meeting. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which Directors are to be elected pursuant to the corporation's notice of meeting (a) by or at the direction of the Board or (b) provided that the Board has determined that Directors shall be elected at such meeting, by any stockholder of the corporation who is a stockholder of record at the time of giving of notice provided for in this Section and at the time of the special meeting, who shall be entitled to vote at the meeting and who complies with the procedures set forth in this Section as to such notice and nomination. In the event the corporation calls a special meeting of stockholders for the purpose of electing one or more Directors to the Board, any such stockholder who shall be entitled to vote at the meeting may nominate a person or persons (as the case may

 
10 be) for election to such position(s) as specified in the corporation's notice of meeting, if the stockholder's notice required by subsection 2.15.1 hereof (replacing references to "annual meeting" with "special meeting") shall be delivered to the Secretary at the principal executive offices of the corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or, if the first public announcement of the date of such special meeting is less than 100 days prior to the date of such special meeting, the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting. In no event shall any adjournment or postponement of a special meeting or the announcement thereof commence a new time period for the giving of a stockholder's notice as described above. 2.15.3 GENERAL Only such persons who are nominated in accordance with the procedures set forth in this Section shall be eligible to serve as Directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section. Except as otherwise provided by law, the Certificate of Incorporation or these By-laws, the Chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section and, if any proposed nomination or business is not in compliance with this Section, to declare that such defective proposal or nomination shall be disregarded, notwithstanding that proxies or votes in respect of such nomination or business may have been received by the corporation, and the corporation shall be entitled to disregard any proxies, consents or votes solicited or obtained in respect of such defective nomination or proposal. For purposes of this Section, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of these Bylaws, “Proponent Person” means, with respect to any stockholder of record making a request or delivering a notice pursuant to these By-laws, (i) such stockholder of record, (ii) the beneficial owner(s) of such stockholder of record on whose behalf such request or notice is made, (iii) each other affiliate of such stockholder of record or of any beneficial owner(s) of such stockholder of record on whose behalf such request or notice is made and (iv) each other person acting in concert with any other persons referred to in any of clauses (i) through (iii). For purposes of these By-laws, a person shall be deemed to be “acting in concert” with another person if such person knowingly acts (whether or not pursuant to an express agreement, arrangement or understanding) in concert with such other person, or toward a common goal relating to changing or influencing the control of the corporation in substantial parallel with such other person, where (a) each person is conscious of the other person's conduct or intent and this awareness is an element in their respective decision-making processes, and (b) at least one additional factor supports a determination that such persons intended to act in concert or in substantial parallel, which such additional factors may include, without limitation, exchanging information (whether publicly or privately), attending meetings, conducting discussions, providing financing or making or soliciting invitations to act in concert or in substantial parallel; provided, that a person shall not be deemed to be acting in concert with any other person solely as a result of the solicitation or receipt of revocable proxies or consents from such other person in response to a solicitation made pursuant to, and in accordance with, Section 14(a) of the Exchange Act by way of a proxy or consent solicitation statement filed on Schedule 14A. The terms “affiliate” and “associate” shall have the meanings ascribed thereto under the General Rules and Regulations under the Exchange Act.

 
11 Notwithstanding the foregoing provisions of this Section, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section; provided, however, that any references in these By-laws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit the requirements applicable to nominations or proposals as to any other business to be considered pursuant to subsection 2.15.1 or subsection 2.15.2 hereof. Nothing in this Section shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of Preferred Stock to elect Directors under specified circumstances to the extent provided for under law, the Certificate of Incorporation or these By- laws. Notwithstanding the foregoing provisions of this Section, unless otherwise required by law, if any stockholder giving notice provided by this Section (or the beneficial owner, if any, on whose behalf the notice is given) (i) provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act and (ii) subsequently fails to comply with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(3) promulgated under the Exchange Act, then the corporation shall disregard any proxies or votes solicited for any of such stockholder’s or beneficial owner’s nominee(s). Upon request by the corporation, if any such stockholder or beneficial owner provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act, such stockholder or beneficial owner shall deliver to the corporation, no later than five (5) business days prior to the applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act. 2.15.4 SUBMISSION OF QUESTIONNAIRE, REPRESENTATION AND AGREEMENT; DIRECTOR INTERVIEWS; ADDITIONAL INFORMATION To be eligible to be a nominee for election or reelection as a Director of the corporation, a person must deliver (in accordance with the time periods prescribed for delivery of notice under subsection 2.15.1 hereof) to the Secretary at the principal executive offices of the corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (in the form provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (1) is not and will not become a party to (i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a Director of the corporation, will act or vote on any issue or question (a "Voting Commitment") that has not been disclosed to the corporation or (ii) any Voting Commitment that could limit or interfere with such person's ability to comply, if elected as a Director of the corporation, with such person's fiduciary duties under applicable law or with policies and guidelines of the corporation applicable to all Directors, (2) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a Director that has not been disclosed therein, (3) understands his or her duties as a director under the DGCL and agrees to act in accordance with those duties while serving as a director, and (4) in such person's individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a Director of the corporation, and will comply with all corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the corporation applicable to all Directors (and, if requested by such person, the Secretary shall provide such person all such policies and guidelines then in effect). Each person who has delivered a questionnaire, representation and agreement pursuant to this subsection 2.15.4 shall further update and supplement such questionnaire, representation and agreement, if necessary, so that the information and representations provided therein are true and correct as of the record date for notice of the meeting and as of the date that is ten (10) business days prior to the meeting or any

 
12 adjournment or postponement thereof, and shall deliver such update to the Secretary at the principal executive offices of the corporation within the same time periods prescribed in the second paragraph of subsection 2.15.1 for the update and supplement of a stockholder's notice. A nominee's or stockholder's failure to provide such update and supplement when and as required by this subsection shall render such nomination or proposal not properly brought before the meeting, and the corporation shall be entitled to disregard any proxies or votes solicited in respect of such nomination or proposal. No defect in a stockholder's notice or a nominee's questionnaire, representation and agreement delivered pursuant to this Section may be cured by any disclosure made, or amendment delivered, after the applicable deadline set forth in subsection 2.15.1 or subsection 2.15.2, as applicable, and any stockholder, beneficial owner or nominee submitting a notice, nomination or proposal pursuant to this Section shall do so in good faith and in a manner that does not seek to circumvent the requirements of this Section. In addition to the foregoing, each person nominated for election or reelection as a Director by a stockholder pursuant to this Section 2.15 shall make himself or herself available during normal business hours for interviews with the Board and any committees thereof, if so requested by the corporation, within five (5) business days following the corporation's request therefor. A failure of any such person to make himself or herself available for such interviews, shall render such person ineligible for nomination or election as a Director. Any stockholder giving notice pursuant to this Section 2.15 shall provide and cause to be provided, in each case within five (5) business days after any request therefor by the corporation, such additional information as the corporation may reasonably request regarding any proposed nominee and any Proponent Person, including, without limitation, (i) with respect to any proposed nominee, any information requested by the corporation to determine the eligibility of any proposed nominee to serve as an independent Director of the corporation or that could be material to a reasonable stockholder's understanding of the independence, or lack thereof, of such nominee and (ii) with respect to any proposed nominee or Proponent Person, any information requested by the corporation to determine whether this Section 2.15 has been complied with. A failure to provide any such additional information when and as requested shall render the applicable stockholder’s notice nomination and/or other stockholder proposal(s) not properly brought before the meeting, and the corporation shall be entitled to disregard any proxies or votes solicited in respect thereof. BUSINESS AND ORDER OF BUSINESS At each meeting of the stockholders, only such business may be transacted that is properly brought before such meeting, as provided by law or in these By-laws. The order of business at all meetings of the stockholders shall be as determined by the Chairman of the meeting, unless otherwise determined by a majority in interest of the stockholders present in person or by proxy at such meeting and entitled to vote thereat. SECTION 3. BOARD OF DIRECTORS GENERAL POWERS The business and affairs of the corporation shall be managed by the Board. NUMBER AND TENURE The Board shall be composed of not less than five nor more than fifteen Directors, the specific number to be set by resolution of the Board. The number of Directors may be changed from time to time by amendment to these By-laws, but no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. Directors need not be stockholders of the corporation or residents of the State of Delaware.

 
13 Beginning with the annual meeting of stockholders to be held in 2020, the Directors, including those who may be elected by the holders of any series of Preferred Stock or any other series or class of stock as provided in the Certificate of Incorporation or in any Preferred Stock Designation (as defined in the Certificate of Incorporation), shall be elected to hold office for a term expiring at the next annual meeting of the stockholders and until such Director's successor is elected and qualified or until such Director's earlier death, resignation, retirement, disqualification or removal from office. At each annual meeting of the stockholders of the corporation, Directors shall be elected by a majority of all votes cast for each of the Director nominees at such meeting, except for contested elections (i.e., elections in which there are a greater number of candidates than there are seats to be filled), in which case the Directors shall be elected by a plurality vote of all votes cast for the election of Directors at such meeting. REGULAR MEETINGS Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. SPECIAL MEETINGS AND NOTICE Special meetings of the Board for any purpose or purposes may be called at any time by the Chairman of the Board, the Chief Executive Officer, the President, the Secretary or a majority of the total number of Directors constituting the Board. Notice of the time and place of special meetings shall be: (i) delivered personally by hand, by courier or by telephone; (ii) sent by United States first-class mail, postage prepaid; (iii) sent by facsimile or electronic mail; or (iv) sent by other means of electronic transmission, directed to each Director at that Director's address, telephone number, facsimile number or electronic mail address, or other address for electronic transmission, as the case may be, as shown on the corporation's records. If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or electronic mail, or (iii) sent by other means of electronic transmission, it shall be delivered or sent at least twenty-four (24) hours before the time of the holding of the meeting. If the notice is sent by U.S. mail, it shall be deposited in the U.S. mail at least four (4) days before the time of the holding of the meeting. The notice need not specify the place of the meeting (if the meeting is to be held at the corporation's principal executive office) nor the purpose of the meeting. MEETINGS BY TELEPHONE OR ELECTRONIC MEETING Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by means of conference telephone, electronic meeting spaces, or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at a meeting.

 
14 WAIVER OF NOTICE 3.6.1 IN WRITING Whenever any notice is required to be given to any Director under the provisions of these By-laws, the Certificate of Incorporation or the DGCL, a written waiver signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board or any committee appointed by the Board need be specified in the waiver of notice of such meeting. 3.6.2 BY ATTENDANCE The attendance of a Director at a Board or committee meeting shall constitute a waiver of notice of such meeting, except when a Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. QUORUM A majority of the total number of Directors fixed by or in the manner provided in these By-laws or, if vacancies exist on the Board, a majority of the total number of Directors then serving on the Board (such number may be not less than one-third of the total number of Directors fixed by or in the manner provided in these By-laws) shall constitute a quorum for the transaction of business at any Board meeting. If less than a majority are present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. MANNER OF ACTING The act of the majority of the Directors present at a Board or committee meeting at which there is a quorum shall be the act of the Board or committee, unless the vote of a greater number is required by these By-laws, the Certificate of Incorporation or the DGCL. PRESUMPTION OF ASSENT A Director of the corporation present at a Board or committee meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting, or unless such Director files a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or forwards such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. A Director who voted in favor of such action may not dissent. ACTION BY BOARD OR COMMITTEES WITHOUT A MEETING Any action which could be taken at a meeting of the Board or of any committee appointed by the Board may be taken without a meeting if each of the Directors or each committee member, as the case may be, consents thereto in writing or by electronic transmission and any consent may be documented, signed and delivered in any manner permitted by Section 116 of the DGCL. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board or a committee meeting, and such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

 
15 RESIGNATION Any Director may resign at any time by delivering notice in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the Secretary or the Board, or to the registered office of the corporation. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. REMOVAL At a meeting of stockholders called expressly for that purpose, one or more members of the Board (including the entire Board) may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote on the election of Directors. If the Certificate of Incorporation provides for cumulative voting in the election of Directors, then if less than the entire Board is to be removed, no Director may be removed without cause if the votes cast against his or her removal would be sufficient to elect such Director if then cumulatively voted at an election of the entire Board. VACANCIES Any vacancy occurring on the Board may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors may be filled by the Board. COMMITTEES 3.14.1 CREATION AND AUTHORITY OF COMMITTEES The Board may, by resolution passed by a majority of the number of Directors fixed by or in the manner provided in these By-laws, appoint standing or temporary committees, each committee to consist of one or more Directors of the corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board establishing such committee or as otherwise provided in these By- laws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which require it. The Audit Committee of the Board shall approve any related party transactions above the SEC/NYSE threshold. 3.14.2 MINUTES OF MEETINGS All committees so appointed shall keep regular minutes of their meetings and shall cause them to be recorded in books kept for that purpose, and such minutes shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. 3.14.3 QUORUM AND MANNER OF ACTING A majority of the number of Directors composing any committee of the Board, as established and fixed by resolution of the Board, shall constitute a quorum for the transaction of business at any meeting of such committee but, if less than a majority are present at a meeting, a majority of such Directors present

 
16 may adjourn the meeting from time to time without further notice. The act of a majority of the members of a committee present at a meeting at which a quorum is present shall be the act of such committee. 3.14.4 RESIGNATION Any member of any committee may resign at any time by delivering notice thereof in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the Secretary, the Board or the Chairman of such committee. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 3.14.5 REMOVAL The Board may remove from office any member of any committee elected or appointed by it, but only by the affirmative vote of not less than a majority of the number of Directors fixed by or in the manner provided in these By-laws. COMPENSATION By Board resolution, Directors and committee members may be paid their expenses, if any, of attendance at each Board or committee meeting, or a fixed sum for attendance at each Board or committee meeting, or a stated salary as Director or a committee member, or a combination of the foregoing. No such payment shall preclude any Director or committee member from serving the corporation in any other capacity and receiving compensation therefor. LEAD INDEPENDENT DIRECTOR When the Chairman of the Board is also the CEO of the corporation, the Board shall appoint a Lead Independent Director pursuant to the procedure detailed below. The Lead Independent Director of the Board shall be elected annually via secret ballot by a majority vote of the independent Directors who cast ballots. The Lead Independent Director shall be responsible for coordinating the activities of the independent Directors. In addition to the duties of all Board members (which shall not be limited or diminished by the Lead Independent Director's role), the specific responsibilities of the Lead Independent Director are to work together with the Chairman of the Board to: (a) determine an appropriate schedule of Board meetings, seeking to ensure that the independent Directors can perform their duties responsibly while not interfering with the flow of the corporation's operations; (b) prepare agendas for the Board and committee meetings; (c) assess the quality, quantity and timeliness of the flow of information from the corporation's management that is necessary for the independent Directors to effectively and responsibly perform their duties, and although the corporation's management is responsible for the preparation of materials for the Board, the Lead Independent Director may specifically request the inclusion of certain material; (d) ensure that the Compensation Committee oversees compliance with and implementation of the corporation's policies and procedures for evaluating and undertaking senior executive officer and incentive-based compensation, including stock options;

 
17 (e) coordinate, develop the agenda for, and moderate executive sessions of the Board's independent Directors, and act as principal liaison between the independent Directors and the Chairman of the Board and/or CEO on sensitive issues; (f) evaluate, along with the members of the Compensation Committee, the CEO's performance and meet with the CEO to discuss the Compensation Committee's evaluation; and (g) recommend the membership of the various Board committees, as well as selection of the committee chairs. SECTION 4. OFFICERS NUMBER The officers of the corporation shall be a Chief Executive Officer and a Secretary. The corporation may also have, at the discretion of the Board, a President, one or more Vice Presidents, and such other officers and assistant officers, including a Chairman of the Board, as may be appointed in accordance with the provisions of these By-laws. In addition, the corporation's "officers" for purposes of Section 16 of the Exchange Act and "executive officers" for purposes of Rule 3b-7 of the Exchange Act shall be designated by the Board. Such officers shall hold office for such period, have such authority and perform such duties as are provided in these By-laws or as may be provided by resolution of the Board. Any officer may be assigned by the Board any additional title that the Board deems appropriate. Any two or more offices may be held by the same person; provided, however, that the Chairman of the Board may not also hold the office of Chief Executive Officer, unless the Board also appoints a Lead Independent Director as detailed in subsection 3.16. ELECTION AND TERM OF OFFICE Except for such officers as may be appointed in accordance with the provisions of Section 4.3 of these By-laws, the officers of the corporation shall be elected by the Board and shall hold office until such officer's successor is elected and qualified or until such officer's earlier death, resignation or removal. SUBORDINATE OFFICERS The Board may appoint, or empower the Chief Executive Officer or, in the absence of a Chief Executive Officer, the President (where the President and the Chief Executive Officer are not the same individual), to appoint, such other officers and agents as the business of the corporation may require. However, absent a specific designation by the Board, such officer shall not be an "officer" for purposes of Section 16 of the Exchange Act or an "executive officer" for purposes of Rule 3b-7 of the Exchange Act. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these By-laws or as the Board or an authorized officer (as applicable), may from time to time determine. RESIGNATION Any officer may resign at any time by delivering notice in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, or the Board. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. REMOVAL Any officer or agent may be removed, either with or without cause, by the Board or, in the case of any officer chosen pursuant to Section 4.3, by any officer upon whom such power of removal may be

 
18 conferred by the Board, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. VACANCIES A vacancy in any office because of death, resignation, removal, disqualification, creation of a new office or any other cause may be filled by the Board or as provided in Section 4.3, as applicable, for the unexpired portion of the term, or for a new term established by the Board. SALARIES The salaries of the officers shall be fixed from time to time by the Board or by any person or persons to whom the Board has delegated such authority. No officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the corporation. SECTION 5. CONTRACTS, BUSINESS, LOANS, CHECKS AND DEPOSITS CONTRACTS The Board may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances. BUSINESS The corporation shall not sell, transfer or terminate its business relating to the manufacturing and sale of energy-related equipment and services acquired from Ormat Industries Ltd. (the "OSL Business") nor transfer out of the State of Israel any of the operations, plant or personnel related to the OSL Business which are located or conducted in the State of Israel, other than temporary assignments of personnel in the ordinary course of business, without the affirmative vote of the holders of at least 75% of the voting power of the then outstanding shares of capital stock of the corporation entitled to vote generally, voting together as a single class. LOANS TO THE CORPORATION No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, or agent or agents, of the corporation and in such manner as is from time to time determined by resolution of the Board. DEPOSITS All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board may select.

 
19 SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER ISSUANCE OF SHARES No shares of the corporation shall be issued unless authorized by the Board, which authorization shall include the maximum number of shares to be issued and the consideration to be received for each share. CERTIFICATES FOR SHARES The shares of the corporation shall be uncertificated, provided that the Board by resolution may provide that some or all of any class or series of capital stock of the corporation shall be represented by certificates. Each holder of stock represented by a certificate shall be entitled to have a certificate signed by, or in the name of the corporation by, any two officers authorized to sign stock certificates representing the number of shares registered in certificate form. The Chief Executive Officer, Secretary, Chairman of the Board, if any, President, if any, or any Assistant Secretary of the corporation shall be specifically authorized to sign stock certificates. The Board may in its discretion appoint responsible banks or trust companies from time to time to act as transfer agents and registrars of the stock of the corporation; and, when such appointments shall have been made, no stock certificate shall be valid until countersigned by one of such transfer agents and registered by one of such registrars. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person was such officer, transfer agent or registrar at the date of issue. All certificates shall include on their face written notice of any restrictions which may be imposed on the transferability of such shares and shall be consecutively numbered or otherwise identified. STOCK RECORDS The stock transfer books shall be kept at the registered office or principal place of business of the corporation or at the office of the corporation's transfer agent or registrar. The name and address of each person to whom certificates for shares are issued, together with the class and number of shares represented by each such certificate and the date of issue thereof, shall be entered on the stock transfer books of the corporation. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. TRANSFER OF SHARES The transfer of shares of the corporation shall be made in the manner prescribed by law and in these By-laws. Shares of stock of the corporation shall be transferred on the books of the corporation only pursuant to authorization or document of transfer made by the holder of record thereof or by his or her legal representative, who shall furnish proper evidence of authority to transfer, or by his or her attorney-in-fact authorized by power of attorney duly executed and filed with the Secretary of the corporation. In the case of certificated shares, all certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificates for a like number of shares shall have been surrendered and cancelled. LOST OR DESTROYED CERTIFICATES In the case of a lost, destroyed or mutilated certificate, a new certificate may be issued therefor upon such terms and indemnity to the corporation as the Board may prescribe.

 
20 SECTION 7. BOOKS AND RECORDS The corporation shall keep correct and complete books and records of account, stock transfer books, minutes of the proceedings of its stockholders and Board and such other records as may be necessary or advisable. Any records administered by or on behalf of the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device, or method, or one or more electronic networks or databases (including one or more distributed electronic networks or databases), provided that the records so kept can be converted into clearly legible paper form within a reasonable time and, with respect to the stock ledger, that the records so kept (i) can be used to prepare the list of stockholders specified in Sections 219 and 220 of the DGCL, (ii) record the information specified in Sections 156, 159, 217(a) and 218 of the DGCL, and (iii) record transfers of stock as governed by Article 8 of the Uniform Commercial Code. SECTION 8. ACCOUNTING YEAR Unless otherwise determined by the Board, the accounting year of the corporation shall be the calendar year. SECTION 9. SEAL The seal of the corporation, if any, shall consist of the name of the corporation, the state of its incorporation and the year of its incorporation. SECTION 10. INDEMNIFICATION RIGHT TO INDEMNIFICATION Each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she is or was a Director or officer of the corporation (for the purposes of this Section, " officer" shall exclusively mean (i) "executive officers" as defined in Rule 3b-7 promulgated under the Exchange Act, (ii) officers subject to Section 16 of the Exchange Act, and (iii) only with respect to the corporation, any Vice President-level (or above) employee appointed by the Board, the Chief Executive Officer, or the President, pursuant to Section 4 of these By-laws) or that, being or having been such a Director or officer of the corporation, he or she is or was serving at the request of the corporation as a Director or officer of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an "indemnitee"), shall be indemnified and held harmless by the corporation to the full extent permitted by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than permitted prior thereto), or by other applicable law as then in effect, against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a Director or officer, and shall inure to the benefit of the indemnitee's heirs, executors and administrators; provided, however, that except as provided in subsection 10.2 hereof with respect to proceedings seeking to enforce rights to indemnification, the corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized or ratified by the Board. The right to indemnification conferred in subsection 10.1 hereof shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an "advancement of expenses"); provided, however, that if the DGCL requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a Director or officer (and not in any other capacity in

 
21 which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this subsection 10.1 or otherwise. RIGHT OF INDEMNITEE TO BRING SUIT If a claim under subsection 10.1 hereof is not paid in full by the corporation within sixty days after a written claim has been received by the corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the indemnitee may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. The indemnitee shall be presumed to be entitled to indemnification under this Section upon submission of a written claim (and, in an action brought to enforce a claim for an advancement of expenses, where the required undertaking, if any is required, has been tendered to the corporation), and thereafter the corporation shall have the burden of proof to overcome the presumption that the indemnitee is not so entitled. Neither the failure of the corporation (including its Board, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances nor an actual determination by the corporation (including its Board, independent legal counsel or its stockholders) that the indemnitee is not entitled to indemnification shall be a defense to the suit or create a presumption that the indemnitee is not so entitled. NONEXCLUSIVITY OF RIGHTS The rights to indemnification and to the advancement of expenses conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, agreement, vote of stockholders or disinterested Directors, provisions of the Certificate of Incorporation or By-laws of the corporation, or of any of the affiliates or subsidiaries of this corporation or otherwise. Notwithstanding any amendment to or repeal of this Section, any indemnitee shall be entitled to indemnification in accordance with the provisions hereof with respect to any acts or omissions of such indemnitee occurring prior to such amendment or repeal. INSURANCE, CONTRACTS AND FUNDING The corporation may maintain insurance, at its expense, to protect itself and any Director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL. The corporation, without further stockholder approval, may enter into contracts with any Director, officer, employee or agent in furtherance of the provisions of this Section and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Section. INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION The corporation may, by action of the Board, grant rights to indemnification and advancement of expenses to other employees or agents or groups of employees or agents of the corporation with the same scope and effect as the provisions of this Section with respect to the indemnification and advancement of

 
22 expenses of Directors and officers of the corporation; provided, however, that an undertaking shall be made by an employee or agent only if required by the Board. PERSONS SERVING OTHER ENTITIES Any person who is or was a Director or officer of the corporation who is or was serving (a) as a Director or officer of another corporation of which a majority of the shares entitled to vote in the election of its Directors is held by the corporation or (b) in an executive or management capacity in a partnership, joint venture, trust or other enterprise of which the corporation or a wholly owned subsidiary of the corporation is a general partner or has a majority ownership shall be deemed to be so serving at the request of the corporation and entitled to indemnification and advancement of expenses under subsection 10.1 hereof. SECTION 11. EXCLUSIVE FORUM EXCLUSIVE FORUM Unless the corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the corporation; (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, other employee or shareholder of the corporation to the corporation or the corporation’s shareholders; (c) any action asserting a claim arising pursuant to any provision of the DGCL or the Certificate of Incorporation or these By-laws; (d) any action to interpret, apply, enforce or determine the validity of the Certificate of Incorporation or these By-laws or (e) any action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware (either such court, the "Delaware State Court"). The preceding sentence does not apply to claims for which the federal courts have exclusive jurisdiction, which such claims shall be brought exclusively in the federal district courts of the United States (unless the corporation consents in writing to the selection of an alternative forum). If any action the subject matter of which is within the scope of this Section 11.1 is filed in a court other than the Delaware State Court (a “Foreign Action”) by any stockholder (including any beneficial owner) of the corporation, to the fullest extent permitted by law, such stockholder shall be deemed to have consented to: (i) the personal jurisdiction of the Delaware State Court in connection with any action brought in any such court to enforce this Section 11.1; and (ii) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. SECURITIES CLAIMS Unless the corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by applicable law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Notwithstanding the foregoing, the foregoing provisions of this Section 11.2 shall not apply to claims seeking to enforce any liability or duty created by the Exchange Act. NOTICE AND CONSENT Any person purchasing or otherwise acquiring or holding any interest in shares of capital stock of the corporation shall be (i) deemed to have notice of and consented to all of the provisions of this Section

 
23 11, and (ii) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in Section 11.1 or Section 11.2. SEVERABILITY If any provision or provisions of this Section 11 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 11 (including, without limitation, each portion of any sentence of this Section 11 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby. SECTION 12. AMENDMENTS OR REPEAL These By-laws may be amended or repealed and new By-laws may be adopted by the Board. The stockholders may also amend and repeal these By-laws or adopt new By-laws. All By-laws made by the Board may be amended or repealed by the stockholders. Notwithstanding the foregoing and any other provisions of these By-laws or the Certificate of Incorporation of the corporation (and notwithstanding the fact that a lesser percentage or separate class vote may be specified by law, these By-laws or the Certificate of Incorporation of the corporation), the affirmative vote of the holders of at least 75% of the voting power of the then outstanding shares of capital stock of the corporation entitled to vote generally, voting together as a single class, shall be required to amend or repeal, or adopt any provisions inconsistent with, Section 3.2 and Section 5.2 hereof. For purposes of clarity, references to Ormat Industries Ltd. in these By-laws shall refer to all of its successors and assigns, including Ormat Systems Ltd. Notwithstanding any amendment to Section 10 hereof or repeal of these By-laws, or of any amendment or repeal of any of the procedures that may be established by the Board pursuant to Section 10 hereof, any indemnitee shall be entitled to indemnification in accordance with the provisions hereof and thereof with respect to any acts or omissions of such indemnitee occurring prior to such amendment or repeal.

 
24 The foregoing By-laws, as amended and restated, were adopted by the Board of Directors on November 4, 2026. /s/ Jessica Woelfel Jessica Woelfel General Counsel and Chief Compliance Officer

 
Exhibit 3.2 SEVENTHEIGHTH AMENDED AND RESTATED BY-LAWS OF ORMAT TECHNOLOGIES, INC. Adopted on August 3November 4, 20222026

 
Table of Contents Page (i) SECTION 1. OFFICES 1 SECTION 2. STOCKHOLDERS ........................................................................................................ 1 ANNUAL MEETING ................................................................................................................. 1 SPECIAL MEETINGS ............................................................................................................... 1 PLACE OF MEETING ............................................................................................................... 1 NOTICE OF MEETING ............................................................................................................. 1 WAIVER OF NOTICE ............................................................................................................... 2 2.5.1 WAIVER IN WRITING ................................................................................................ 2 2.5.2 WAIVER BY ATTENDANCE ..................................................................................... 2 FIXING OF RECORD DATE FOR DETERMINING STOCKHOLDERS .............................. 2 2.6.1 MEETINGS ................................................................................................................... 2 2.6.2 CONSENT TO CORPORATE ACTION WITHOUT A MEETING ........................... 2 2.6.3 DIVIDENDS, DISTRIBUTIONS AND OTHER RIGHTS ........................................ 24 VOTING LIST .......................................................................................................................... 34 QUORUM ................................................................................................................................. 34 MANNER OF ACTING ........................................................................................................... 35 PROXIES .................................................................................................................................. 35 2.10.1 APPOINTMENT ......................................................................................................... 35 2.10.2 DELIVERY TO CORPORATION; DURATION ....................................................... 45 VOTING OF SHARES ............................................................................................................. 45 VOTING FOR DIRECTORS ................................................................................................... 45 ACTION BY STOCKHOLDERS WITHOUT A MEETING .................................................. 46 ORGANIZATION .................................................................................................................... 46 NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS ..................................... 57 2.15.1 ANNUAL MEETINGS OF STOCKHOLDERS ......................................................... 57 2.15.2 SPECIAL MEETINGS OF STOCKHOLDERS.......................................................... 79 2.15.3 GENERAL ................................................................................................................. 710 2.15.4 SUBMISSION OF QUESTIONNAIRE, REPRESENTATION AND AGREEMENT ................................ 8; DIRECTOR INTERVIEWS; ADDITIONAL INFORMATION ........................................................................................................ 11 BUSINESS AND ORDER OF BUSINESS............................................................................ 912 SECTION 3. BOARD OF DIRECTORS ........................................................................................ 912 GENERAL POWERS ............................................................................................................. 912 NUMBER AND TENURE ..................................................................................................... 912 REGULAR MEETINGS ........................................................................................................ 913 SPECIAL MEETINGS AND NOTICE .................................................................................. 913 MEETINGS BY TELEPHONE OR ELECTRONIC MEETING ........................................ 1013 WAIVER OF NOTICE ......................................................................................................... 1014 3.6.1 IN WRITING ........................................................................................................... 1014 3.6.2 BY ATTENDANCE ................................................................................................ 1014 QUORUM ............................................................................................................................. 1014 MANNER OF ACTING ....................................................................................................... 1014 PRESUMPTION OF ASSENT ............................................................................................. 1114 ACTION BY BOARD OR COMMITTEES WITHOUT A MEETING .............................. 1114 RESIGNATION .................................................................................................................... 1115 REMOVAL ........................................................................................................................... 1115 VACANCIES ........................................................................................................................ 1115

 
Page (ii) COMMITTEES .................................................................................................................... 1115 3.14.1 CREATION AND AUTHORITY OF COMMITTEES .......................................... 1115 3.14.2 MINUTES OF MEETINGS .................................................................................... 1215 3.14.3 QUORUM AND MANNER OF ACTING .............................................................. 1215 3.14.4 RESIGNATION ....................................................................................................... 1216 3.14.5 REMOVAL .............................................................................................................. 1216 COMPENSATION ............................................................................................................... 1216 LEAD INDEPENDENT DIRECTOR .................................................................................. 1216 SECTION 4. OFFICERS ............................................................................................................... 1317 NUMBER ............................................................................................................................. 1317 ELECTION AND TERM OF OFFICE ................................................................................ 1317 SUBORDINATE OFFICERS ............................................................................................... 1317 RESIGNATION .................................................................................................................... 1417 REMOVAL ........................................................................................................................... 1417 VACANCIES ........................................................................................................................ 1418 SALARIES ........................................................................................................................... 1418 SECTION 5. CONTRACTS, BUSINESS, LOANS, CHECKS AND DEPOSITS ....................... 1418 CONTRACTS ....................................................................................................................... 1418 BUSINESS ............................................................................................................................ 1418 LOANS TO THE CORPORATION ..................................................................................... 1418 CHECKS, DRAFTS, ETC. ................................................................................................... 1518 DEPOSITS ............................................................................................................................ 1518 SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER ................................. 1519 ISSUANCE OF SHARES..................................................................................................... 1519 CERTIFICATES FOR SHARES .......................................................................................... 1519 STOCK RECORDS .............................................................................................................. 1519 TRANSFER OF SHARES .................................................................................................... 1519 LOST OR DESTROYED CERTIFICATES......................................................................... 1619 SECTION 7. BOOKS AND RECORDS ....................................................................................... 1620 SECTION 8. ACCOUNTING YEAR ........................................................................................... 1620 SECTION 9. SEAL ....................................................................................................................... 1620 SECTION 10. INDEMNIFICATION ............................................................................................ 1620 RIGHT TO INDEMNIFICATION ....................................................................................... 1620 RIGHT OF INDEMNITEE TO BRING SUIT ..................................................................... 1721 NONEXCLUSIVITY OF RIGHTS ...................................................................................... 1721 INSURANCE, CONTRACTS AND FUNDING ................................................................. 1721 INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION ..... 1821 PERSONS SERVING OTHER ENTITIES .......................................................................... 1822 SECTION 11. EXCLUSIVE FORUM ............................................................................................. 22 EXCLUSIVE FORUM ........................................................................................................... 22 SECURITIES CLAIMS ......................................................................................................... 22 NOTICE AND CONSENT ..................................................................................................... 22 SEVERABILITY .................................................................................................................... 23 SECTION 1112. AMENDMENTS OR REPEAL .............................................................................. 1823

 
1 SECTION 1. OFFICES The principal office of the corporation shall be located at its principal place of business or such other place as the Board of Directors (the "Board") may designate. The corporation may have such other offices, either within or without the State of Delaware, as the Board may designate or as the business of the corporation may require from time to time. SECTION 2. STOCKHOLDERS ANNUAL MEETING The annual meeting of the stockholders for the purpose of electing Directors and transacting such other business as may properly come before the meeting in accordance with these By-laws shall be held at such place, date and hour as may be fixed from time to time by resolution of the Board. SPECIAL MEETINGS 2.2.1 A special meeting of the stockholders for any purpose or purposes, unless otherwise provided by law, may be called by the Chairman of the Board, the Chief Executive Officer, or the Board. 2.2.2 A special meeting of the stockholders may be called if the holders of not less than a majority of all the outstanding shares of the corporation entitled to vote on any issue to be considered at such meeting have dated, signed, and delivered to the Secretary one or more demands for such meeting, describing the each matter of business desired to be brought before the special meeting, the reasons for conducting such business, the text of any proposal or business to be considered, and the information required by Section 2.15 (replacing references to "annual meeting" with "special meeting"). PLACE OF MEETING All meetings shall be held at such place within or without the State of Delaware designated by the Board, by any persons entitled to call a meeting hereunder or in a waiver of notice signed by all of the stockholders entitled to notice of the meeting. The Board of Directors may, in its sole discretion, determine that meetings of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as described in Section 3.5 hereof in accordance with Section 211(a)(2) of the Delaware General Corporation Law ("DGCL"). NOTICE OF MEETING Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given, which notice shall state the place, date and hour of the meeting (including the means of remote communication, if any), the record date for determining the stockholders entitled to vote at the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. The written notice of any meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Notice may be given by such delivery means (mail, telecopy, electronic or other) as the Secretary of the corporation deems appropriate and in compliance with law and shall be delivered to the stockholder's address as it appears on the stock transfer records of the corporation. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his, her or its address as it appears on the stock transfer records of the corporation. Any waiver of such notice given by the person entitled thereto, whether before or after the time stated therein, shall be deemed equivalent notice.

 
2 WAIVER OF NOTICE 2.5.1 WAIVER IN WRITING Whenever any notice is required to be given to any stockholder under the provisions of these By- laws, the Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") or the DGCL, a written waiver, signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. 2.5.2 WAIVER BY ATTENDANCE The attendance of a stockholder at a meeting shall constitute a waiver of notice of such meeting, except when a stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. FIXING OF RECORD DATE FOR DETERMINING STOCKHOLDERS 2.6.1 MEETINGS For the purpose of determining stockholders entitled to notice of and to vote at any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than sixty (or the maximum number permitted by applicable law) nor less than ten days before the date of such meeting. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of and to vote at the meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. 2.6.2 CONSENT TO CORPORATE ACTION WITHOUT A MEETING (a) For the purpose of determining the stockholders entitled to consent to corporate action in writing without a meeting, the Board may fix a record date for such purpose (the “Consent Record Date”), which record date shall not precede the date upon which the resolution fixing the record dateConsent Record Date is adopted by the Board, and which date shall not be more than ten (or the maximum number permitted by applicable law) days after the date upon which the resolution fixing the record dateConsent Record Date is adopted by the Board. If no record date has been fixed by the Board, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board is required by Chapter 1 of the DGCL, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record dateConsent Record Date has been fixed by the Board and prior action by the Board is required by Chapter 1 of the DGCL, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior action. (b) Any stockholder seeking to have stockholders authorize or take action in writing without a meeting must be a stockholder of record and shall, by written notice to the Secretary delivered (by hand or by certified mail or registered mail, return receipt requested) to the principal executive offices of the corporation on a business day during normal business hours, first request that the Board

 
3 fix a Consent Record Date for such purpose, which request shall be in proper form as provided in subsection (c) of this Section 2.6.2. The Board shall as promptly as reasonably practicable, and in any event within the later of ten (10) days after such request has been properly delivered (by hand or by certified mail or registered mail, return receipt requested) to the corporation in proper form and five (5) days after the delivery (by hand or by certified mail or registered mail, return receipt requested) of any supplemental information requested by the corporation to determine the validity of the request or whether the action proposed is a proper subject for stockholder action by written consent, determine the validity of such request and whether such action may be taken by written consent under this Section 2.6.2 and applicable law. If the Board determines that such request is valid, the Board may fix the Consent Record Date. If the request has been determined to be valid but the Board does not fix a Consent Record Date within the time period required by the preceding sentence of this subsection (b) (and the immediately following sentence does not apply), the Consent Record Date shall be the first date after the expiry of such time period required by the preceding sentence of this subsection (b) on which a signed written consent setting forth the action taken or proposed to be taken is delivered (by hand or by certified mail or registered mail, return receipt requested) to the corporation in accordance with this Section 2.6.2. If the request has been determined to be valid and no Consent Record Date has been fixed, and prior action by the Board is required by applicable law in order for such a date to be fixed, the Consent Record Date shall be the close of business on the date on which the Board adopts the resolution taking such prior action. (c) To be in proper form for purposes of subsection (b) of this Section 2.6.2, any request by a stockholder to fix a Consent Record Date shall be in writing, shall attach proof of such stockholder’s record ownership, shall set forth each action proposed to be taken by written consent of the stockholders in lieu of a meeting (each, a “Consent Matter”) and shall include, as to each Consent Matter and as to each Consent Requesting Person (as defined below), the information that would be required to be provided in a notice under subsection 2.15.1 of these By-laws if such matter were to be brought before an annual meeting of stockholders. Delivery shall be during normal business hours on a business day and shall be delivered to the Secretary of the corporation at the principal executive offices of the corporation, by hand or by certified mail or registered mail, return receipt requested. “Consent Requesting Person” means (i) the stockholder of record making the request to fix a Consent Record Date; (ii) the beneficial owner(s) thereof on whose behalf such request is made and (iii) each other Proponent Person (as defined in Section 2.15.3 of these By-laws). Notwithstanding anything to the contrary contained in this subsection (c), upon receipt of a request by a stockholder to set a Consent Record Date, the Board may require the stockholder(s) submitting such request to furnish such other information as may be requested by the Board to determine the validity of the Consent Record Date request and to determine whether such request relates to an action that may be effected by written consent of stockholders in lieu of a meeting under this Section 2.6.2 and applicable law. (d) The Secretary shall not accept, recognize or consider effective, or give effect to, and shall consider ineffective, any stockholder request to set a Consent Record Date that (i) does not comply with this Section 2.6.2; (ii) relates to an action proposed to be taken by written consent of stockholders in lieu of a meeting that is not a proper subject for stockholder action under applicable law; (iii) includes an action proposed to be taken by written consent of stockholders in lieu of a meeting that did not appear on the written request delivered pursuant to subsection (b) of this Section 2.6.2 that resulted in the determination of the Consent Record Date or (iv) otherwise does not comply with applicable law. Notwithstanding anything in these By-laws to the contrary, if the Board determines that any request to fix a Consent Record Date was not properly made in accordance with this Section 2.6.2, or determines that the stockholders of record requesting that the Board fix such Consent Record Date have not otherwise complied with this Section 2.6.2, then the Board shall not be required to fix such Consent Record Date.

 
4 (e) Any stockholder seeking to take action by written consent of stockholders in lieu of a meeting shall update and supplement the information previously provided to the corporation from time to time to the extent necessary so that the information provided or required to be provided is true and correct (i) as of the Consent Record Date and (ii) as of the date ten (10) business days prior to the commencement of any solicitation of written consents. Any such updates and supplement shall be delivered (by hand or by certified mail or registered mail, return receipt requested) in writing to (and received by) the Secretary of the corporation at the principal executive offices of the corporation not later than (A) five (5) business days after the Consent Record Date (in the case of clause (i)) and (B) eight (8) business days prior to the commencement of any solicitation of consents (in the case of clause (ii)). Each such update and supplement shall clearly identify the information that has changed since such stockholder’s prior submission, it being understood that no such update may cure any deficiencies or inaccuracies with respect to any prior submission by such stockholder. Any failure to update as required by this subsection (e) shall result in the information being deemed not provided in accordance with this Section 2.6.2. (f) In addition to the other requirements set forth in this Section 2.6.2, each Consent Requesting Person shall comply with all applicable law (including, without limitation, all requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder) with respect to any solicitation of written consents with respect to the corporation; provided, however, that any references in these By-laws to the Exchange Act or the rules promulgated thereunder (or any other law) are not intended to and shall not limit the separate and additional requirements set forth in these By-laws with respect to stockholder action by written consent. Notwithstanding anything in these By-laws to the contrary (except as provided in subsection (g) of this Section 2.6.2 with respect to any solicitation of written consents by or at the direction of the Board), any action proposed to be taken by written consent of stockholders in lieu of a meeting that does not comply with the requirements of this Section 2.6.2 and applicable law shall be invalid, and the Secretary shall not accept, recognize or consider effective, or give effect to, any consents delivered in connection therewith. (g) Notwithstanding anything to the contrary in this Section 2.6.2 (including, without limitation, subsection (f) of this Section 2.6.2), Section 2.6.2(b) through Section 2.6.2(f) shall not apply to any solicitation of written consents by or at the direction of the Board. 2.6.3 DIVIDENDS, DISTRIBUTIONS AND OTHER RIGHTS For the purpose of determining stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (or the maximum number permitted by applicable law) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. VOTING LIST At least ten days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, or any adjournment thereof, shall be made, arranged in alphabetical order, with the address of and number of shares held by each stockholder. This list shall be open to examination by any stockholder, for any purpose germane to the meeting, for a period of ten days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, either at a place within

 
5 the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. If required by applicable law (i) if the meeting is to be held at a place, this list shall also be produced and kept at such meeting for inspection by any stockholder who is present and (ii) if the meeting is held solely by means of remote communication, the list shall also be open for inspection by any stockholder during the whole time of the meeting on a reasonably accessible electronic network, as provided by applicable law. QUORUM A majority of the outstanding shares of the corporation entitled to vote, present in person or represented by proxy at the meeting, shall constitute a quorum at a meeting of the stockholders; provided, that where a separate vote by a class or classes is required, a majority of the outstanding shares of such class or classes, present in person or represented by proxy at the meeting, shall constitute a quorum entitled to take action with respect to that vote on that matter. If less than a majority of the outstanding shares entitled to vote are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. If a quorum is present or represented at a reconvened meeting following such an adjournment, any business may be transacted that might have been transacted at the meeting as originally called. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. MANNER OF ACTING In all matters other than the election of Directors, if a quorum is present, the affirmative vote of the majority of the outstanding shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the vote of a greater number is required by these By-laws, the Certificate of Incorporation or the DGCL. Where a separate vote by a class or classes is required, if a quorum of such class or classes is present, the affirmative vote of the majority of outstanding shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class or classes. Directors shall be elected by a majority of all votes cast for each of the Director nominees at such meeting, except for contested elections (i.e., elections in which there are a greater number of candidates than there are seats to be filled), in which case the Directors shall be elected by a plurality vote of all votes cast for the election of Directors at such meeting. PROXIES 2.10.1 APPOINTMENT Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy. Such authorization may be accomplished by the stockholder or such stockholder's authorized officer, director, employee or agent executing a writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting. The authorization of a person to act as a proxy may be documented, signed, and delivered in accordance with Section 116 of DGCL provided that such authorization shall set forth, or be delivered with information enabling the corporation to determine, the identity of the stockholder granting such authorization. 2.10.2 DELIVERY TO CORPORATION; DURATION A proxy shall be filed with the Secretary before or at the time of the meeting or the delivery to the corporation of the consent to corporate action in writing. A proxy shall become invalid three years after the date of its execution unless otherwise provided in the proxy. A proxy with respect to a specified meeting shall entitle the holder thereof to vote at any reconvened meeting following adjournment of such meeting but shall not be valid after the final adjournment thereof.

 
6 VOTING OF SHARES Each outstanding share entitled to vote with respect to the subject matter of an issue submitted to a meeting of stockholders shall be entitled to one vote upon each such issue. VOTING FOR DIRECTORS Each stockholder entitled to vote at an election of Directors may vote, in person or by proxy, the number of shares owned by such stockholder for as many persons as there are Directors to be elected and for whose election such stockholder has a right to vote. ACTION BY STOCKHOLDERS WITHOUT A MEETING Any action which could be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall (a) be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and (b) be delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the records of proceedings of meetings of stockholders. Delivery made to the corporation's registered office, to be valid, shall be during normal business hours and shall be by hand or by certified mail or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless written consents signed by all stockholders entitled to vote with respect to the subject matter thereof are delivered to the corporation, in the manner required by this Section, within sixty (or the maximum number permitted by applicable law) days of the earliest dated consent delivered to the corporation in the manner required by this Section. For the avoidance of doubt, any stockholder giving a written consent, or the stockholder’s proxy holder, may revoke any such consent in any manner permitted by applicable law at any time prior to the time the action to which such consent relates becomes effective, but not thereafter. The validity of any consent executed by a proxy for a stockholder pursuant to an electronic transmission transmitted to such proxy holder by or upon the authorization of the stockholder shall be determined by or at the direction of the Secretary. In addition, upon delivery to the corporation in accordance with this Section 2.13 of written consents, pursuant to a written consent process that was initiated by a shareholder pursuant to Section 2.6.2, purporting to represent the requisite voting power to authorize or take corporate action and any related revocations, the Secretary shall provide for the safekeeping of such materials and shall promptly engage independent inspectors of election for the purpose of performing a ministerial review of the validity of the consents and revocations, and no such action by written consent shall be effective until such inspectors have completed their review, determined that the requisite number of valid and unrevoked consents has been obtained, and certified such determination for entry in the corporate records. A written record of the information upon which the person making such determination relied shall be made and kept in the records of the proceedings of the stockholders. Any such consent shall be inserted in the minute book as if it were the minutes of a meeting of the stockholders. Notice of the taking of any corporate action by written consent shall be given to those stockholders who shall not have consented in writing or who are not entitled to vote on the action promptly after the corporation has obtained such authorization by written consent in accordance with this Section 2.13. Any stockholder seeking to have the stockholders authorize or take action by written consent in lieu of a meeting, and the manner of determining the applicable record date therefor, shall be subject to the requirements of Section 2.6.2 of these Bylaws, including without limitation the procedure for requesting that the Board fix a Consent Record Date and the related disclosure and other requirements set forth therein.

 
7 ORGANIZATION At every meeting of the stockholders the Chairman of the Board, or in the absence of the Chairman of the Board, the Chief Executive Officer, or in the absence of the Chief Executive Officer, a Director or an officer of the corporation designated by the Board, shall act as Chairman of the meeting. The Secretary, or, in the Secretary's absence, an Assistant Secretary, shall act as Secretary at all meetings of the stockholders. In the absence from any such meeting of the Secretary and the Assistant Secretaries, the Chairman may appoint any person to act as Secretary of the meeting. NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS 2.15.1 ANNUAL MEETINGS OF STOCKHOLDERS At an annual meeting of stockholders, nominations of persons for election to the Board of the corporation and the proposal of business to be considered by the stockholders may only be made (a) pursuant to the corporation's notice of meeting, (b) by or at the direction of the Board or (c) by any stockholder of the corporation who was a stockholder of record at the time of giving of notice provided for in this Section and at the time of the annual meeting, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section. Clause (c) shall be the exclusive means for a stockholder to make nominations or submit other business (other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and included in the corporation's notice of meeting) before an annual meeting of stockholders. For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of the prior paragraph hereof, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation and such other business must otherwise be a proper matter for stockholder action. To be timely, a stockholder's notice shall be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by the corporation. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a stockholder's notice as described above. Such stockholder's notice shall set forth Notwithstanding anything in this Section to the contrary, a stockholder (together with any Proponent Person) may not nominate a number of nominees for election at an annual meeting that exceeds the number of Directors to be elected at such meeting, and the corporation shall disregard any nominations purported to be made in excess of such number, in each case with the determination of which nominees (if any) shall be disregarded made in the manner the stockholder (or Proponent Person) submitting the nominations designates in its notice or, if no such designation is made, in the reverse order in which the nominees are named in the stockholder's notice. Such stockholder's notice shall attach evidence of such stockholder’s status as a holder of record of the corporation’s common stock and shall further set forth: (1) as to each person, if any, whom the stockholder proposes to nominate for election or reelection as a Director (i) all such information pertaining to such nominee for election as a Director that is required by this Section to be set forth in a stockholder's notice of nomination, (ii) all information relating to each

 
8 such person that would be required to be disclosed in solicitations of proxies for election of Directors in an election contest, or is otherwise required, in each case pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person's written consent to being named in the proxy statement as a nominee and to serving as a Director if elected), (iii) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among each such stockholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith,any Proponent Person on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to RuleItem 404 promulgated underof Regulation S-K if the stockholder(s) making the nomination and any beneficial owner(s) on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the "under the Securities Act of 1933, as amended (the “Securities Act”), if the Proponent Persons were the “registrant"” for purposes of such rule and the nominee were a director or executive officer of such “registrant”, and (iv) a completed and signed questionnaire, representation and agreement required by subsection 2.15.4 hereof; (2) as to any other business that the stockholder proposes to bring before the meeting (i) a brief description of the business desired to be brought before the meeting, (ii) the reasons for conducting such business at the meeting, (iii) the text of the proposal or business (including the text of any resolutions proposed for consideration and, if such business includes a proposal to amend these By-laws, the text of such proposed amendment),and (iv) identification of the names and addresses of other stockholders (including beneficial owners) known by any of the stockholders giving notice to support such nominations or other business proposal(s), and to the extent known, the class and number of all shares of the corporation's capital stock owned of record or beneficially by such other stockholder(s) or other beneficial owner(s) and (v) any other information relating to such item of business that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act; and (3) as to each stockholder giving the notice and each beneficial owner, if any, on whose behalf the nomination or proposal is madeother Proponent Person: (i) the name and address of each such stockholder, person (as they appear on the corporation's books, and of each such beneficial owner, if anyto the extent such person is a record stockholder), (ii) the class or series and number of shares of the corporation which are, directly or indirectly, owned beneficially (within the meaning of Rule 13d-3 of the Exchange Act) and of record by each such stockholder and such beneficial ownersuch person, (iii) any option, warrant, convertible security, stock appreciation right, or similar rightswap, hedge, collar, forward contract, or other right or instrument, whether cash-settled, physically-settled or net share-settled, and whether or not within the meaning of Section 16 of the Exchange Act, with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the corporation, or with a value derived in whole or in part from the value of any class or series of shares of the corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the corporation or otherwise (, or that otherwise provides, directly or indirectly, the opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the corporation (any right or other instrument referred to in this clause (iii), a "Derivative Instrument") directly or indirectly owned beneficially by each such stockholder and beneficial ownersuch person and any other direct or indirect opportunity of any such person to profit or share in any profit derived from any increase or decrease in the value of shares of the corporation, (iv) any proxy, contract, arrangement, understanding, or relationship pursuant to which each such stockholder and beneficial ownersuch person has a right to vote any shares of any security of the corporation, (v) any short interest in any security of the corporation (for purposes of these By-laws a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement,

 
9 understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security) of such person, (vi) any rights to dividends on the shares of the corporation owned beneficially by each such stockholder and beneficial ownersuch person that are separated or separable from the underlying shares of the corporation, (vii) any proportionate interest in shares of the corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which each such stockholder and beneficial ownersuch person is a general partner, managing member or in a similar entity or, directly or indirectly, beneficially owns an interest in a general partner, managing member or similar entity, (viii) any performance-related fees (other than an asset-based fee) that each such stockholder and beneficial ownersuch person is entitled to based on any increase or decrease in the value of shares of the corporation or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of such stockholder's and beneficial owner's immediate family sharing the same household, (ix) any material pending or threatened legal proceeding in which each such stockholder or beneficial ownersuch person is a party or material participant involving the corporation or any of its officers or directors, or any affiliate of the corporation, (x) any other material relationship between each such stockholder or beneficial ownersuch person, on the one hand, and the corporation or any affiliate of the corporation, on the other hand, (xi) any direct or indirect material interest in any material contract or agreement of each such stockholder or beneficial ownersuch person with the corporation or any affiliate of the corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (xii) any other information relating to such stockholder and beneficial ownerperson, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of Directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (xiii) a statement of whether or not the stockholder(s) giving the notice and/or the other beneficial owner(s), if anysuch person, will deliver a proxy statement and form of proxy to holders of at least the percentage of voting power of all of the shares of capital stock of the corporation required under applicable law to elect the nominee or nominees proposed to be nominated or approve the business proposal, as applicable, and (xiv) all information that would be required to be disclosed in response to Item 3, Item 4, Item 5 and/or Item 6 of Schedule 13D (regardless of whether such actually required to file a Schedule 13D) if such person were the filing person of such a Schedule 13D with respect to the corporation, (xv) identification of the names and addresses of any other stockholders (including beneficial owners) known by the stockholder providing the notice or any of its controlling affiliates (including after inquiring in writing of the other Proponent Persons) to support the nominations or other business proposal(s) made in the notice, and to the extent known, the class and number of all shares of the corporation's capital stock owned of record or beneficially by such other stockholder(s) or other beneficial owner(s) and (xvi) if the notice relates to any business other than a nomination of a Director or Directors that the stockholder proposes to bring before the meeting, (A) any material interest of suchthe stockholder and beneficial owner, if any,providing the notice or any of its affiliates (or, to the knowledge of the stockholder providing the notice or any of its affiliates after inquiring in writing of the other Proponent Persons, of any other Proponent Person) in such business and (B) a description of all agreements, arrangements and understandings in effect (or that were in effect in the preceding two years) between or among each suchany of the stockholder and each such beneficial ownerproviding the notice or any of its affiliates (or, to the knowledge of the stockholder providing the notice or any of its affiliates after inquiring in writing of the other Proponent Persons, of any other Proponent Person), if any, and any other person or persons (including their names) in connection with the proposal of such business by such stockholder, or in connection with acquiring, holding, disposing, or voting any shares of any class or series of capital stock of the corporation. In addition to the foregoing, any stockholder giving notice provided by this Section (or the beneficial owner, if any, on whose behalf the notice is given) of its intent to propose nominee(s) for election or propose business at an annual meeting shall update and supplement its notice to the corporation, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section

 
10 shall be true and correct as of the record date for notice of the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered (by hand or by certified mail or registered mail, return receipt requested) to the Secretary at the principal executive offices of the corporation not later than five (5) business days after the record date for notice of the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof). Each such update and supplement shall clearly identify the information that has changed since such stockholder’s prior submission, it being understood that no such update may cure any deficiencies or inaccuracies with respect to any prior submission by such stockholder. Any failure to update as required by this paragraph shall result in stockholder’s notice being deemed not provided in accordance with this Section 2.15.1. 2.15.2 SPECIAL MEETINGS OF STOCKHOLDERS Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the corporation's notice of meeting. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which Directors are to be elected pursuant to the corporation's notice of meeting (a) by or at the direction of the Board or (b) provided that the Board has determined that Directors shall be elected at such meeting, by any stockholder of the corporation who is a stockholder of record at the time of giving of notice provided for in this Section and at the time of the special meeting, who shall be entitled to vote at the meeting and who complies with the procedures set forth in this Section as to such notice and nomination. In the event the corporation calls a special meeting of stockholders for the purpose of electing one or more Directors to the Board, any such stockholder who shall be entitled to vote at the meeting may nominate a person or persons (as the case may be) for election to such position(s) as specified in the corporation's notice of meeting, if the stockholder's notice required by subsection 2.15.2 hereof that meets the requirements of subsection 2.15.1 hereof (replacing references to "annual meeting" with "special meeting") shall be delivered to the Secretary at the principal executive offices of the corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or, if the first public announcement of the date of such special meeting is less than 100 days prior to the date of such special meeting, the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting. In no event shall any adjournment or postponement of a special meeting or the announcement thereof commence a new time period for the giving of a stockholder's notice as described above. 2.15.3 GENERAL Only such persons who are nominated in accordance with the procedures set forth in this Section shall be eligible to serve as Directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section. Except as otherwise provided by law, the Certificate of Incorporation or these By-laws, the Chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section and, if any proposed nomination or business is not in compliance with this Section, to declare that such defective proposal or nomination shall be disregarded., notwithstanding that proxies or votes in respect of such nomination or business may have been received by the corporation, and the corporation shall be entitled to disregard any proxies, consents or votes solicited or obtained in respect of such defective nomination or proposal.

 
11 For purposes of this Section, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of these Bylaws, “Proponent Person” means, with respect to any stockholder of record making a request or delivering a notice pursuant to these By-laws, (i) such stockholder of record, (ii) the beneficial owner(s) of such stockholder of record on whose behalf such request or notice is made, (iii) each other affiliate of such stockholder of record or of any beneficial owner(s) of such stockholder of record on whose behalf such request or notice is made and (iv) each other person acting in concert with any other persons referred to in any of clauses (i) through (iii). For purposes of these By-laws, a person shall be deemed to be “acting in concert” with another person if such person knowingly acts (whether or not pursuant to an express agreement, arrangement or understanding) in concert with such other person, or toward a common goal relating to changing or influencing the control of the corporation in substantial parallel with such other person, where (a) each person is conscious of the other person's conduct or intent and this awareness is an element in their respective decision-making processes, and (b) at least one additional factor supports a determination that such persons intended to act in concert or in substantial parallel, which such additional factors may include, without limitation, exchanging information (whether publicly or privately), attending meetings, conducting discussions, providing financing or making or soliciting invitations to act in concert or in substantial parallel; provided, that a person shall not be deemed to be acting in concert with any other person solely as a result of the solicitation or receipt of revocable proxies or consents from such other person in response to a solicitation made pursuant to, and in accordance with, Section 14(a) of the Exchange Act by way of a proxy or consent solicitation statement filed on Schedule 14A. The terms “affiliate” and “associate” shall have the meanings ascribed thereto under the General Rules and Regulations under the Exchange Act. Notwithstanding the foregoing provisions of this Section, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section; provided, however, that any references in these By-laws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit the requirements applicable to nominations or proposals as to any other business to be considered pursuant to subsection 2.15.1 or subsection 2.15.2 hereof. Nothing in this Section shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of Preferred Stock to elect Directors under specified circumstances to the extent provided for under law, the Certificate of Incorporation or these By- laws. Notwithstanding the foregoing provisions of this Section, unless otherwise required by law, if any stockholder giving notice provided by this Section (or the beneficial owner, if any, on whose behalf the notice is given) (i) provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act and (ii) subsequently fails to comply with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(3) promulgated under the Exchange Act, then the corporation shall disregard any proxies or votes solicited for any of such stockholder’s or beneficial owner’s nominee(s). Upon request by the corporation, if any such stockholder or beneficial owner provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act, such stockholder or beneficial owner shall deliver to the corporation, no later than five (5) business days prior to the applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.

 
12 2.15.4 SUBMISSION OF QUESTIONNAIRE, REPRESENTATION AND AGREEMENT; DIRECTOR INTERVIEWS; ADDITIONAL INFORMATION To be eligible to be a nominee for election or reelection as a Director of the corporation, a person must deliver (in accordance with the time periods prescribed for delivery of notice under subsection 2.15.1 hereof) to the Secretary at the principal executive offices of the corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (in the form provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (1) is not and will not become a party to (i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a Director of the corporation, will act or vote on any issue or question (a "Voting Commitment") that has not been disclosed to the corporation or (ii) any Voting Commitment that could limit or interfere with such person's ability to comply, if elected as a Director of the corporation, with such person's fiduciary duties under applicable law or with policies and guidelines of the corporation applicable to all Directors, (2) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a Director that has not been disclosed therein, (3) understands his or her duties as a director under the DGCL and agrees to act in accordance with those duties while serving as a director, and (4) in such person's individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a Director of the corporation, and will comply with all corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the corporation applicable to all Directors (and, if requested by such person, the Secretary shall provide such person all such policies and guidelines then in effect). The corporation may require any proposed nominee to furnish such other Each person who has delivered a questionnaire, representation and agreement pursuant to this subsection 2.15.4 shall further update and supplement such questionnaire, representation and agreement, if necessary, so that the information and representations provided therein are true and correct as of the record date for notice of the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and shall deliver such update to the Secretary at the principal executive offices of the corporation within the same time periods prescribed in the second paragraph of subsection 2.15.1 for the update and supplement of a stockholder's notice. A nominee's or stockholder's failure to provide such update and supplement when and as required by this subsection shall render such nomination or proposal not properly brought before the meeting, and the corporation shall be entitled to disregard any proxies or votes solicited in respect of such nomination or proposal. No defect in a stockholder's notice or a nominee's questionnaire, representation and agreement delivered pursuant to this Section may be cured by any disclosure made, or amendment delivered, after the applicable deadline set forth in subsection 2.15.1 or subsection 2.15.2, as applicable, and any stockholder, beneficial owner or nominee submitting a notice, nomination or proposal pursuant to this Section shall do so in good faith and in a manner that does not seek to circumvent the requirements of this Section. In addition to the foregoing, each person nominated for election or reelection as a Director by a stockholder pursuant to this Section 2.15 shall make himself or herself available during normal business hours for interviews with the Board and any committees thereof, if so requested by the corporation, within five (5) business days following the corporation's request therefor. A failure of any such person to make himself or herself available for such interviews, shall render such person ineligible for nomination or election as a Director. Any stockholder giving notice pursuant to this Section 2.15 shall provide and cause to be provided, in each case within five (5) business days after any request therefor by the corporation,

 
13 such additional information as the corporation may reasonably be requiredrequest regarding any proposed nominee and any Proponent Person, including, without limitation, (i) with respect to any proposed nominee, any information requested by the corporation to determine the eligibility of suchany proposed nominee to serve as an independent Director of the corporation or that could be material to a reasonable stockholder's understanding of the independence, or lack thereof, of such nominee. and (ii) with respect to any proposed nominee or Proponent Person, any information requested by the corporation to determine whether this Section 2.15 has been complied with. A failure to provide any such additional information when and as requested shall render the applicable stockholder’s notice nomination and/or other stockholder proposal(s) not properly brought before the meeting, and the corporation shall be entitled to disregard any proxies or votes solicited in respect thereof. BUSINESS AND ORDER OF BUSINESS At each meeting of the stockholders, only such business may be transacted that is properly brought before such meeting, as provided by law or in these By-laws. The order of business at all meetings of the stockholders shall be as determined by the Chairman of the meeting, unless otherwise determined by a majority in interest of the stockholders present in person or by proxy at such meeting and entitled to vote thereat. SECTION 3. BOARD OF DIRECTORS GENERAL POWERS The business and affairs of the corporation shall be managed by the Board. NUMBER AND TENURE The Board shall be composed of not less than five nor more than fifteen Directors, the specific number to be set by resolution of the Board. The number of Directors may be changed from time to time by amendment to these By-laws, but no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. Directors need not be stockholders of the corporation or residents of the State of Delaware. Beginning with the annual meeting of stockholders to be held in 2020, the Directors, including those who may be elected by the holders of any series of Preferred Stock or any other series or class of stock as provided in the Certificate of Incorporation or in any Preferred Stock Designation (as defined in the Certificate of Incorporation), shall be elected to hold office for a term expiring at the next annual meeting of the stockholders and until such Director's successor is elected and qualified or until such Director's earlier death, resignation, retirement, disqualification or removal from office. At each annual meeting of the stockholders of the corporation, Directors shall be elected by a majority of all votes cast for each of the Director nominees at such meeting, except for contested elections (i.e., elections in which there are a greater number of candidates than there are seats to be filled), in which case the Directors shall be elected by a plurality vote of all votes cast for the election of Directors at such meeting. REGULAR MEETINGS Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. SPECIAL MEETINGS AND NOTICE Special meetings of the Board for any purpose or purposes may be called at any time by the Chairman of the Board, the Chief Executive Officer, the President, the Secretary or a majority of the total number of Directors constituting the Board.

 
14 Notice of the time and place of special meetings shall be: (i) delivered personally by hand, by courier or by telephone; (ii) sent by United States first-class mail, postage prepaid; (iii) sent by facsimile or electronic mail; or (iv) sent by other means of electronic transmission, directed to each Director at that Director's address, telephone number, facsimile number or electronic mail address, or other address for electronic transmission, as the case may be, as shown on the corporation's records. If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or electronic mail, or (iii) sent by other means of electronic transmission, it shall be delivered or sent at least twenty-four (24) hours before the time of the holding of the meeting. If the notice is sent by U.S. mail, it shall be deposited in the U.S. mail at least four (4) days before the time of the holding of the meeting. The notice need not specify the place of the meeting (if the meeting is to be held at the corporation's principal executive office) nor the purpose of the meeting. MEETINGS BY TELEPHONE OR ELECTRONIC MEETING Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by means of conference telephone, electronic meeting spaces, or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at a meeting. WAIVER OF NOTICE 3.6.1 IN WRITING Whenever any notice is required to be given to any Director under the provisions of these By-laws, the Certificate of Incorporation or the DGCL, a written waiver signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board or any committee appointed by the Board need be specified in the waiver of notice of such meeting. 3.6.2 BY ATTENDANCE The attendance of a Director at a Board or committee meeting shall constitute a waiver of notice of such meeting, except when a Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. QUORUM A majority of the total number of Directors fixed by or in the manner provided in these By-laws or, if vacancies exist on the Board, a majority of the total number of Directors then serving on the Board (such number may be not less than one-third of the total number of Directors fixed by or in the manner provided in these By-laws) shall constitute a quorum for the transaction of business at any Board meeting. If less than a majority are present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

 
15 MANNER OF ACTING The act of the majority of the Directors present at a Board or committee meeting at which there is a quorum shall be the act of the Board or committee, unless the vote of a greater number is required by these By-laws, the Certificate of Incorporation or the DGCL. PRESUMPTION OF ASSENT A Director of the corporation present at a Board or committee meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting, or unless such Director files a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or forwards such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. A Director who voted in favor of such action may not dissent. ACTION BY BOARD OR COMMITTEES WITHOUT A MEETING Any action which could be taken at a meeting of the Board or of any committee appointed by the Board may be taken without a meeting if each of the Directors or each committee member, as the case may be, consents thereto in writing or by electronic transmission and any consent may be documented, signed and delivered in any manner permitted by Section 116 of the DGCL. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board or a committee meeting, and such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. RESIGNATION Any Director may resign at any time by delivering notice in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the Secretary or the Board, or to the registered office of the corporation. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. REMOVAL At a meeting of stockholders called expressly for that purpose, one or more members of the Board (including the entire Board) may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote on the election of Directors. If the Certificate of Incorporation provides for cumulative voting in the election of Directors, then if less than the entire Board is to be removed, no Director may be removed without cause if the votes cast against his or her removal would be sufficient to elect such Director if then cumulatively voted at an election of the entire Board. VACANCIES Any vacancy occurring on the Board may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors may be filled by the Board. COMMITTEES 3.14.1 CREATION AND AUTHORITY OF COMMITTEES The Board may, by resolution passed by a majority of the number of Directors fixed by or in the manner provided in these By-laws, appoint standing or temporary committees, each committee to consist

 
16 of one or more Directors of the corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board establishing such committee or as otherwise provided in these By- laws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which require it. The Audit Committee of the Board shall approve any related party transactions above the SEC/NYSE threshold. 3.14.2 MINUTES OF MEETINGS All committees so appointed shall keep regular minutes of their meetings and shall cause them to be recorded in books kept for that purpose, and such minutes shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. 3.14.3 QUORUM AND MANNER OF ACTING A majority of the number of Directors composing any committee of the Board, as established and fixed by resolution of the Board, shall constitute a quorum for the transaction of business at any meeting of such committee but, if less than a majority are present at a meeting, a majority of such Directors present may adjourn the meeting from time to time without further notice. The act of a majority of the members of a committee present at a meeting at which a quorum is present shall be the act of such committee. 3.14.4 RESIGNATION Any member of any committee may resign at any time by delivering notice thereof in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the Secretary, the Board or the Chairman of such committee. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 3.14.5 REMOVAL The Board may remove from office any member of any committee elected or appointed by it, but only by the affirmative vote of not less than a majority of the number of Directors fixed by or in the manner provided in these By-laws. COMPENSATION By Board resolution, Directors and committee members may be paid their expenses, if any, of attendance at each Board or committee meeting, or a fixed sum for attendance at each Board or committee meeting, or a stated salary as Director or a committee member, or a combination of the foregoing. No such payment shall preclude any Director or committee member from serving the corporation in any other capacity and receiving compensation therefor. LEAD INDEPENDENT DIRECTOR When the Chairman of the Board is also the CEO of the corporation, the Board shall appoint a Lead Independent Director pursuant to the procedure detailed below.

 
17 The Lead Independent Director of the Board shall be elected annually via secret ballot by a majority vote of the independent Directors who cast ballots. The Lead Independent Director shall be responsible for coordinating the activities of the independent Directors. In addition to the duties of all Board members (which shall not be limited or diminished by the Lead Independent Director's role), the specific responsibilities of the Lead Independent Director are to work together with the Chairman of the Board to: (a) determine an appropriate schedule of Board meetings, seeking to ensure that the independent Directors can perform their duties responsibly while not interfering with the flow of the corporation's operations; (b) prepare agendas for the Board and committee meetings; (c) assess the quality, quantity and timeliness of the flow of information from the corporation's management that is necessary for the independent Directors to effectively and responsibly perform their duties, and although the corporation's management is responsible for the preparation of materials for the Board, the Lead Independent Director may specifically request the inclusion of certain material; (d) ensure that the Compensation Committee oversees compliance with and implementation of the corporation's policies and procedures for evaluating and undertaking senior executive officer and incentive-based compensation, including stock options; (e) coordinate, develop the agenda for, and moderate executive sessions of the Board's independent Directors, and act as principal liaison between the independent Directors and the Chairman of the Board and/or CEO on sensitive issues; (f) evaluate, along with the members of the Compensation Committee, the CEO's performance and meet with the CEO to discuss the Compensation Committee's evaluation; and (g) recommend the membership of the various Board committees, as well as selection of the committee chairs. SECTION 4. OFFICERS NUMBER The officers of the corporation shall be a Chief Executive Officer and a Secretary. The corporation may also have, at the discretion of the Board, a President, one or more Vice Presidents, and such other officers and assistant officers, including a Chairman of the Board, as may be appointed in accordance with the provisions of these By-laws. In addition, the corporation's "officers" for purposes of Section 16 of the Exchange Act and "executive officers" for purposes of Rule 3b-7 of the Exchange Act shall be designated by the Board. Such officers shall hold office for such period, have such authority and perform such duties as are provided in these By-laws or as may be provided by resolution of the Board. Any officer may be assigned by the Board any additional title that the Board deems appropriate. Any two or more offices may be held by the same person; provided, however, that the Chairman of the Board may not also hold the office of Chief Executive Officer, unless the Board also appoints a Lead Independent Director as detailed in subsection 3.16. ELECTION AND TERM OF OFFICE Except for such officers as may be appointed in accordance with the provisions of Section 4.3 of these By-laws, the officers of the corporation shall be elected by the Board and shall hold office until such officer's successor is elected and qualified or until such officer's earlier death, resignation or removal.

 
18 SUBORDINATE OFFICERS The Board may appoint, or empower the Chief Executive Officer or, in the absence of a Chief Executive Officer, the President (where the President and the Chief Executive Officer are not the same individual), to appoint, such other officers and agents as the business of the corporation may require. However, absent a specific designation by the Board, such officer shall not be an "officer" for purposes of Section 16 of the Exchange Act or an "executive officer" for purposes of Rule 3b-7 of the Exchange Act. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these By-laws or as the Board or an authorized officer (as applicable), may from time to time determine. RESIGNATION Any officer may resign at any time by delivering notice in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, or the Board. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. REMOVAL Any officer or agent may be removed, either with or without cause, by the Board or, in the case of any officer chosen pursuant to Section 4.3, by any officer upon whom such power of removal may be conferred by the Board, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. VACANCIES A vacancy in any office because of death, resignation, removal, disqualification, creation of a new office or any other cause may be filled by the Board or as provided in Section 4.3, as applicable, for the unexpired portion of the term, or for a new term established by the Board. SALARIES The salaries of the officers shall be fixed from time to time by the Board or by any person or persons to whom the Board has delegated such authority. No officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the corporation. SECTION 5. CONTRACTS, BUSINESS, LOANS, CHECKS AND DEPOSITS CONTRACTS The Board may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances. BUSINESS The corporation shall not sell, transfer or terminate its business relating to the manufacturing and sale of energy-related equipment and services acquired from Ormat Industries Ltd. (the "OSL Business") nor transfer out of the State of Israel any of the operations, plant or personnel related to the OSL Business which are located or conducted in the State of Israel, other than temporary assignments of personnel in the ordinary course of business, without the affirmative vote of the holders of at least 75% of the voting power of the then outstanding shares of capital stock of the corporation entitled to vote generally, voting together as a single class.

 
19 LOANS TO THE CORPORATION No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, or agent or agents, of the corporation and in such manner as is from time to time determined by resolution of the Board. DEPOSITS All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board may select. SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER ISSUANCE OF SHARES No shares of the corporation shall be issued unless authorized by the Board, which authorization shall include the maximum number of shares to be issued and the consideration to be received for each share. CERTIFICATES FOR SHARES The shares of the corporation shall be uncertificated, provided that the Board by resolution may provide that some or all of any class or series of capital stock of the corporation shall be represented by certificates. Each holder of stock represented by a certificate shall be entitled to have a certificate signed by, or in the name of the corporation by, any two officers authorized to sign stock certificates representing the number of shares registered in certificate form. The Chief Executive Officer, Secretary, Chairman of the Board, if any, President, if any, or any Assistant Secretary of the corporation shall be specifically authorized to sign stock certificates. The Board may in its discretion appoint responsible banks or trust companies from time to time to act as transfer agents and registrars of the stock of the corporation; and, when such appointments shall have been made, no stock certificate shall be valid until countersigned by one of such transfer agents and registered by one of such registrars. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person was such officer, transfer agent or registrar at the date of issue. All certificates shall include on their face written notice of any restrictions which may be imposed on the transferability of such shares and shall be consecutively numbered or otherwise identified. STOCK RECORDS The stock transfer books shall be kept at the registered office or principal place of business of the corporation or at the office of the corporation's transfer agent or registrar. The name and address of each person to whom certificates for shares are issued, together with the class and number of shares represented by each such certificate and the date of issue thereof, shall be entered on the stock transfer books of the corporation. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

 
20 TRANSFER OF SHARES The transfer of shares of the corporation shall be made in the manner prescribed by law and in these By-laws. Shares of stock of the corporation shall be transferred on the books of the corporation only pursuant to authorization or document of transfer made by the holder of record thereof or by his or her legal representative, who shall furnish proper evidence of authority to transfer, or by his or her attorney-in-fact authorized by power of attorney duly executed and filed with the Secretary of the corporation. In the case of certificated shares, all certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificates for a like number of shares shall have been surrendered and cancelled. LOST OR DESTROYED CERTIFICATES In the case of a lost, destroyed or mutilated certificate, a new certificate may be issued therefor upon such terms and indemnity to the corporation as the Board may prescribe. SECTION 7. BOOKS AND RECORDS The corporation shall keep correct and complete books and records of account, stock transfer books, minutes of the proceedings of its stockholders and Board and such other records as may be necessary or advisable. Any records administered by or on behalf of the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device, or method, or one or more electronic networks or databases (including one or more distributed electronic networks or databases), provided that the records so kept can be converted into clearly legible paper form within a reasonable time and, with respect to the stock ledger, that the records so kept (i) can be used to prepare the list of stockholders specified in Sections 219 and 220 of the DGCL, (ii) record the information specified in Sections 156, 159, 217(a) and 218 of the DGCL, and (iii) record transfers of stock as governed by Article 8 of the Uniform Commercial Code. SECTION 8. ACCOUNTING YEAR Unless otherwise determined by the Board, the accounting year of the corporation shall be the calendar year. SECTION 9. SEAL The seal of the corporation, if any, shall consist of the name of the corporation, the state of its incorporation and the year of its incorporation. SECTION 10. INDEMNIFICATION RIGHT TO INDEMNIFICATION Each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she is or was a Director or officer of the corporation (for the purposes of this Section, " officer" shall exclusively mean (i) "executive officers" as defined in Rule 3b-7 promulgated under the Exchange Act, (ii) officers subject to Section 16 of the Exchange Act, and (iii) only with respect to the corporation, any Vice President-level (or above) employee appointed by the Board, the Chief Executive Officer, or the President, pursuant to Section 4 of these By-laws) or that, being or having been such a Director or officer of the corporation, he or she is or was serving at the request of the corporation as a Director or officer of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an "indemnitee"), shall be indemnified and held harmless by the

 
21 corporation to the full extent permitted by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than permitted prior thereto), or by other applicable law as then in effect, against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a Director or officer, and shall inure to the benefit of the indemnitee's heirs, executors and administrators; provided, however, that except as provided in subsection 10.2 hereof with respect to proceedings seeking to enforce rights to indemnification, the corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized or ratified by the Board. The right to indemnification conferred in subsection 10.1 hereof shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an "advancement of expenses"); provided, however, that if the DGCL requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a Director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this subsection 10.1 or otherwise. RIGHT OF INDEMNITEE TO BRING SUIT If a claim under subsection 10.1 hereof is not paid in full by the corporation within sixty days after a written claim has been received by the corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the indemnitee may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. The indemnitee shall be presumed to be entitled to indemnification under this Section upon submission of a written claim (and, in an action brought to enforce a claim for an advancement of expenses, where the required undertaking, if any is required, has been tendered to the corporation), and thereafter the corporation shall have the burden of proof to overcome the presumption that the indemnitee is not so entitled. Neither the failure of the corporation (including its Board, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances nor an actual determination by the corporation (including its Board, independent legal counsel or its stockholders) that the indemnitee is not entitled to indemnification shall be a defense to the suit or create a presumption that the indemnitee is not so entitled. NONEXCLUSIVITY OF RIGHTS The rights to indemnification and to the advancement of expenses conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, agreement, vote of stockholders or disinterested Directors, provisions of the Certificate of Incorporation or By-laws of the corporation, or of any of the affiliates or subsidiaries of this corporation or otherwise. Notwithstanding any amendment to or repeal of this Section, any indemnitee shall be entitled to indemnification in accordance with the provisions hereof with respect to any acts or omissions of such indemnitee occurring prior to such amendment or repeal.

 
22 INSURANCE, CONTRACTS AND FUNDING The corporation may maintain insurance, at its expense, to protect itself and any Director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL. The corporation, without further stockholder approval, may enter into contracts with any Director, officer, employee or agent in furtherance of the provisions of this Section and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Section. INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION The corporation may, by action of the Board, grant rights to indemnification and advancement of expenses to other employees or agents or groups of employees or agents of the corporation with the same scope and effect as the provisions of this Section with respect to the indemnification and advancement of expenses of Directors and officers of the corporation; provided, however, that an undertaking shall be made by an employee or agent only if required by the Board. PERSONS SERVING OTHER ENTITIES Any person who is or was a Director or officer of the corporation who is or was serving (a) as a Director or officer of another corporation of which a majority of the shares entitled to vote in the election of its Directors is held by the corporation or (b) in an executive or management capacity in a partnership, joint venture, trust or other enterprise of which the corporation or a wholly owned subsidiary of the corporation is a general partner or has a majority ownership shall be deemed to be so serving at the request of the corporation and entitled to indemnification and advancement of expenses under subsection 10.1 hereof. SECTION 11. EXCLUSIVE FORUM EXCLUSIVE FORUM Unless the corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the corporation; (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, other employee or shareholder of the corporation to the corporation or the corporation’s shareholders; (c) any action asserting a claim arising pursuant to any provision of the DGCL or the Certificate of Incorporation or these By-laws; (d) any action to interpret, apply, enforce or determine the validity of the Certificate of Incorporation or these By-laws or (e) any action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware (either such court, the "Delaware State Court"). The preceding sentence does not apply to claims for which the federal courts have exclusive jurisdiction, which such claims shall be brought exclusively in the federal district courts of the United States (unless the corporation consents in writing to the selection of an alternative forum). If any action the subject matter of which is within the scope of this Section 11.1 is filed in a court other than the Delaware State Court (a “Foreign Action”) by any stockholder (including any beneficial owner) of the corporation, to the fullest extent permitted by law, such stockholder shall be deemed to have consented to: (i) the personal jurisdiction of the Delaware State Court in connection with any action brought in any such court to enforce this Section 11.1; and (ii) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

 
23 SECURITIES CLAIMS Unless the corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by applicable law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Notwithstanding the foregoing, the foregoing provisions of this Section 11.2 shall not apply to claims seeking to enforce any liability or duty created by the Exchange Act. NOTICE AND CONSENT Any person purchasing or otherwise acquiring or holding any interest in shares of capital stock of the corporation shall be (i) deemed to have notice of and consented to all of the provisions of this Section 11, and (ii) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in Section 11.1 or Section 11.2. SEVERABILITY If any provision or provisions of this Section 11 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 11 (including, without limitation, each portion of any sentence of this Section 11 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby. SECTION 12. SECTION 11. AMENDMENTS OR REPEAL These By-laws may be amended or repealed and new By-laws may be adopted by the Board. The stockholders may also amend and repeal these By-laws or adopt new By-laws. All By-laws made by the Board may be amended or repealed by the stockholders. Notwithstanding the foregoing and any other provisions of these By-laws or the Certificate of Incorporation of the corporation (and notwithstanding the fact that a lesser percentage or separate class vote may be specified by law, these By-laws or the Certificate of Incorporation of the corporation), the affirmative vote of the holders of at least 75% of the voting power of the then outstanding shares of capital stock of the corporation entitled to vote generally, voting together as a single class, shall be required to amend or repeal, or adopt any provisions inconsistent with, Section 3.2 and Section 5.2 hereof. For purposes of clarity, references to Ormat Industries Ltd. in these By-laws shall refer to all of its successors and assigns, including Ormat Systems Ltd. Notwithstanding any amendment to Section 10 hereof or repeal of these By-laws, or of any amendment or repeal of any of the procedures that may be established by the Board pursuant to Section 10 hereof, any indemnitee shall be entitled to indemnification in accordance with the provisions hereof and thereof with respect to any acts or omissions of such indemnitee occurring prior to such amendment or repeal.

 
24 The foregoing By-laws, as amended and restated, were adopted by the Board of Directors on August __November 4, 2022 2026. /s/ Jessica Woelfel Jessica Woelfel General Counsel and Chief Compliance Officer

 
Exhibit 31.1   CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15d-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 September 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: November 5, 2026     

 
Exhibit 31.2   CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15d-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 September 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: November 5, 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 September 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: November 5, 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 September 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: November 5, 2026