On May 15, 2026, IDACORP, Inc. (the "Company" or "IDACORP") entered into an equity distribution agreement (the "Equity Distribution Agreement") with the several Managers (the "Managers"), Forward Sellers (the "Forward Sellers"), and Forward Purchasers (the "Forward Purchasers") named therein relating to the issuance, offer, and sale from time to time of shares of the Company's common stock, without par value (the "Common Stock"), having an aggregate gross sale price of up to $600,000,000 (including shares of Common Stock that may be sold pursuant to the forward sale agreements described below, the "Shares"). The Shares may be offered and sold by any method or payment permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), including by means of ordinary brokers' transactions on the New York Stock Exchange, the existing trading market for the Company's shares of Common Stock, or otherwise at market prices prevailing at the time of sale, or sales made to or through a market maker or through an electronic communications network. In addition, the Shares may be offered and sold by such other methods, including privately negotiated transactions (including block trades), as the Company and any Manager agree to in writing. The Shares may be offered and sold in amounts and at times to be determined by the Company from time to time, but the Company has no obligation to offer and sell any of the Shares. Actual sales will depend on a variety of factors to be determined by the Company from time to time, including (among others) market conditions, the trading price of the Common Stock and determinations by the Company of the appropriate sources of funding for the Company.
The Equity Distribution Agreement provides that, in addition to the issuance and sale of the Shares by the Company through the Managers in their capacity as Managers, the Company may enter into forward sale agreements with the Forward Purchasers. Concurrently with, and pursuant to, the Equity Distribution Agreement, the Company entered into seven separate master forward sale confirmations (the "Master Forward Sale Confirmations"), each dated May 15, 2026, with each of the Forward Purchasers, respectively. In connection with each forward sale agreement under a Master Forward Sale Confirmation, the relevant Forward Purchaser will, at the Company's request, attempt to borrow from third parties and, through the relevant Forward Seller, sell a number of Shares equal to the number of Shares underlying the particular forward sale agreement to hedge the forward sale agreement.
The forward sale price per share under each forward sale agreement will initially equal the product of (1) an amount equal to one minus the applicable forward selling commission and (2) the volume-weighted average price per share at which the borrowed shares of Common Stock were sold pursuant to the Equity Distribution Agreement by the relevant Forward Seller, subject to certain adjustments. Thereafter, the forward sale price will be subject to adjustment as described in the relevant forward sale agreement. The forward sale agreements will provide that the forward sale price, as well as the sales prices used to calculate the initial forward sale price, will be subject to increase or decrease based on a floating interest rate factor equal to the specified benchmark's daily rate less a spread and subject to decrease by amounts related to expected dividends on the Common Stock during the term of the particular forward sale agreement. If the specified benchmark's daily rate is less than the spread for a particular forward sale agreement on any day, the interest factor will result in a reduction of the applicable forward sale price for such day.
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