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Mar 17, 2026 4:11 PM

Ormat Technologies, Inc. Announces Proposed Offering of $600 Million of Series A Convertible Senior Notes and $150 Million of Series B Convertible Senior Notes

RENO, Nev., March 17, 2026 (GLOBE NEWSWIRE) -- Ormat Technologies, Inc. (NYSE:ORA) ("Company" or "Ormat") announced today its intention to offer $600 million aggregate principal amount of Series A Convertible Senior Notes due 2031 (the "Series A Notes") and $150 million aggregate principal amount of Series B Convertible Senior Notes due 2031 (the "Series B Notes" and, together with the Series A Notes, the "Notes") in private offerings to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), subject to market conditions and other factors. The Company also expects to grant to the initial purchasers options to purchase, in each case within a 13-day period beginning on, and including, the date on which the Notes are first issued, up to an additional $90 million aggregate principal amount and $22.5 million aggregate principal amount of Series A Notes and Series B Notes, respectively.

The Notes of each series will be unsecured senior obligations of the Company. Each series of Notes will mature on March 15, 2031, unless earlier converted, redeemed or repurchased in accordance with its terms prior to such date. Interest on each series of Notes will be payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2026.

The Notes of each series will be convertible at the option of the holders, prior to the close of business on the business day immediately preceding November 15, 2030, only under certain circumstances and during certain periods, and on or after November 15, 2030, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Company will pay cash up to the aggregate principal amount of the Notes to be converted and pay or deliver, as the case may be, cash, shares of the Company's common stock or a combination of cash and shares of the Company's common stock, 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 Notes being converted. Neither series of Notes will be redeemable at the Company's option prior to March 20, 2029. On or after March 20, 2029 and on or prior to the 61st scheduled trading day immediately preceding the maturity date, the Notes of each series will be redeemable at the Company's option (subject to certain limitations) if the last reported sale price of the Company's common stock has been at least 130% of the conversion price then in effect for such series of Notes 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 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

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 ...