AVA US Equity☆

ITEM 1A. RISK FACTORS

RISK FACTORS

The following factors could have a significant impact on our operations, results of operations, financial condition or cash flows. These factors could cause future results or outcomes to differ materially from those discussed in our reports filed with the SEC (including this Annual Report on Form 10-K), and elsewhere. See “Forward-Looking Statements” for additional factors which could have a significant impact on our operations, results of operations, financial condition or cash flows and could cause actual results to differ materially from those anticipated in such statements. Additional risks and uncertainties not presently known to us or that we currently do not consider material could also adversely affect us. The realization of many of the risks discussed herein depends upon the prior occurrence of some event or circumstance – i.e. a “trigger”. We may or may not discuss the occurrence of a trigger that has not resulted in an adverse effect on us, and the absence of such disclosure should not be construed as a representation that no such trigger has occurred.

Utility Regulatory Risk Factors

Regulators may not grant rates that provide timely or sufficient recovery of our costs or allow a reasonable rate of return for our shareholders.

Avista Utilities' annual operating expenses and the costs associated with incremental investments in utility assets continue to grow at a faster rate than revenue. Our ability to recover these expenses and capital costs depends on the adequacy and timeliness of retail rate increases allowed by regulatory agencies, as well as managing costs. We expect to periodically file for rate increases with regulatory agencies to recover our expenses and capital costs and provide an opportunity to earn a reasonable rate of return for shareholders. If regulators do not grant rate increases or grant substantially lower rate increases than our requests in the future or if recovery of deferred expenses is disallowed, or if regulators do not allow us to recover costs associated with assets required to be retired or divested to comply with emerging laws and regulations, it could have a negative effect on our financial condition, results of operations or cash flows. See further discussion of regulatory matters in “Item 7. Management's Discussion and Analysis – Regulatory Matters.”

In the future, we may no longer meet the criteria for continued application of regulatory accounting principles for all or a portion of our regulated operations.

If we could no longer apply regulatory accounting principles, we could be:

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required to write off our regulatory assets, and be

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precluded from the future deferral of costs or decoupled revenues not recovered through rates at the time such amounts are incurred, even if we expect to recover these amounts from customers in the future.

See further discussion at “Note 1 of the Notes to Consolidated Financial Statements – Regulatory Deferred Charges and Credits.”

Operational Risk Factors

Wildfires ignited, or allegedly ignited, by Avista Corp. equipment or facilities, could cause significant loss of life and property, thereby causing serious operational and financial harm.

Our equipment may be the ignition source, or alleged cause of ignition, for wildfires and in the event of a fire caused by our equipment, we could potentially be held liable for resulting damages to life and property, as well as fire suppression costs. Also, wildfires could lead to extended operational outages of our equipment while we wait for the wildfire to be extinguished before restoring power, and the cost to implement rapid response or repair to such facilities could be significant. Wildfires caused by our equipment could cause significant damage to our reputation, which could erode shareholder, customer and community satisfaction. In addition, wildfires caused by our equipment could lead to increased litigation and insurance costs, loss of insurance coverage, the need to be self-insured or the need to consider non-traditional insurance coverage or other risk mitigation procedures. Wildfire risks may be exacerbated by increasing temperatures and/or decreasing precipitation due to climate change.

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We are subject to various operational and event risks.

Our operations are subject to operational and event risks that include:

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severe weather or natural disasters, including, but not limited to, avalanches, wind storms, wildfires, earthquakes, floods, snow and ice storms, and heat waves due to normal weather variations as well as the impacts of climate change which could disrupt energy generation, transmission and distribution, as well as the availability and costs of materials, equipment, supplies, support services and general business operations,

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blackouts or disruptions of interconnected transmission systems (the regional power grid),

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unplanned outages at generating plants,

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changes in the availability and cost of purchased power, fuel and natural gas, including delivery constraints and restrictions imposed by the transition to renewable and/or non-emitting energy sources, which can disrupt service to customers,

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explosions, fires, accidents, or mechanical breakdowns that could occur while operating and maintaining our generation, transmission and distribution systems, including, but not limited to, increased risk associated with emerging renewable technologies as these technologies continue to mature,

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property damage or injuries to third parties caused by our generation, transmission and distribution systems,

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dam failure at a company-owned hydroelectric facility,

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natural disasters that can disrupt energy generation, transmission and distribution, and general business operations,

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terrorist attacks or other malicious acts that may disrupt or cause damage to our utility assets or the vendors we utilize, and

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increased costs or delay of capital projects associated with the ability of suppliers, vendors or contractors to perform,

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general workforce problems, including decreased employee engagement, which may impact strategy execution and negatively affect retention, ability to attract workers, and result in challenges in collective bargaining, possible work stoppages, and strikes. Retention of employees may also be negatively impacted by early retirements, insufficient remote work opportunities, and higher pay offered by other employers. Attractions of employees to support strategies may be affected by higher pay offered from other companies, more liberal remote work opportunities offered by other employers, and other work-life balance benefits afforded by other companies.

Disasters could affect the general economy, financial and capital markets, specific industries or our ability to conduct business. As protection against operational and event risks, we maintain business continuity and disaster recovery plans, maintain insurance coverage against some, but not all, potential losses and we seek to negotiate indemnification arrangements with contractors for certain event risks. However, insurance or indemnification agreements may not be adequate to protect against liability, extra expenses and operating disruptions from the operational and event risks described above. In addition, we are subject to the risk that insurers and/or other parties will dispute or be unable to perform on their obligations. If insurance or indemnification agreements are unable to adequately protect us or reimburse us for out-of-pocket costs, it could have a material adverse effect on our results of operations, financial condition and cash flows.

Damage to facilities could be caused by severe weather or natural disasters, such as snow, ice, wind storms, floods, wildfires, earthquakes or avalanches. The cost of implementing rapid response or repair to such facilities can be significant. Overhead electric lines are most susceptible to damage caused by severe weather and are not covered by insurance.

Physical attacks on our assets could have a negative impact on our business and our results of operations.

Our generation, transmission and distribution assets and the systems that monitor and operate these assets are critical infrastructure for providing service to our customers. Security threats are continuing to evolve, and our industry is subject to

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attempts to disrupt operations. Significant destruction or interruption of these assets and systems could prevent us from fulfilling our critical business functions, including delivering energy to customers. This could result in experiencing a loss of revenues and/or additional costs to replace or restore assets and systems, and may increase costs associated with heightened security requirements.

Lack of control over facilities under PPAs could impact power supply costs

Generating facilities not owned by us, whose output we acquire under a PPA, could be foreclosed on by creditors of the owner, even though we are performing under the terms of the PPA. This could result in either an increase in the price to be paid by us, or the output of the facilities being diverted from us and sold to other parties.

Adverse impacts to AEL&P could result from an extended outage of its hydroelectric generating resources or its inability to deliver energy, due to its lack of interconnectivity to other electrical grids and the cost of replacement power (diesel).

AEL&P operates several hydroelectric power generation facilities and has diesel generating capacity to provide backup service to firm customers when necessary; however, a single hydroelectric power generation facility, the Snettisham hydroelectric project, provides approximately two-thirds of AEL&P’s hydroelectric power generation. Issues that negatively affect AEL&P's ability to generate or transmit power or a decrease in the demand for the power generated by AEL&P could negatively affect our results of operations, financial condition and cash flows.

Climate Change Risk Factors

A trend of increasing average temperatures and its effects could cause significant direct and indirect impacts on our operations and results of operations.

Climate change may exacerbate existing risks related to weather and weather-related events. Potential direct effects of climate change include changes in the timing and magnitude of snowpack and streamflow, impacting hydroelectric generation; timing and magnitude of changes in electric and gas load; increased weather-related stress on, or damage to, energy infrastructure; increased frequency and intensity of extreme weather events that may impact energy generation and delivery.

Indirect impacts associated with climate change may include increased costs to generate electricity or secure natural gas and deliver energy to customers; impacts to the timing or amount of operating revenues; increased costs to maintain or construct energy infrastructure in adaptation to a changing climate; increased costs or inability to obtain insurance coverage; and regional impacts to the demographic makeup, economy or financial conditions of our customers. Indirect impacts also include risks associated with new and emerging laws and regulations, which could have a material adverse impact on our business and results of operations. See further discussion at “Item 7. Management's Discussion and Analysis – Environmental Issues and Contingencies.”

Cybersecurity Risk Factors

Cyberattacks, ransomware, terrorism or other malicious acts could disrupt our businesses and have a negative impact on our results of operations and cash flows.

We rely on interconnected technology systems for operation of our generating plants, electric transmission and distribution systems, natural gas distribution systems, customer billing and customer service, accounting and other administrative processes and compliance with various regulations. In addition, in the ordinary course of business, we collect and retain sensitive information including personal information about our customers and employees.

Cyberattacks, ransomware, terrorism or other malicious acts could damage, destroy or disrupt these systems for an extended period of time. The energy sector, including electric and natural gas utility companies have become the subject of cyberattacks with increased frequency. Our administrative and operating networks are targeted by hackers on a regular basis. Additionally, the facilities and systems of clients, suppliers and third party service providers could be vulnerable to the same cyber or terrorism risks as our facilities and systems and such third party systems may be interconnected to our systems both physically and technologically. Therefore, an event caused by cyberattacks, ransomware or other malicious act at an interconnected third

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party could impact our business and facilities similarly. Any failure, unexpected, or unauthorized use of technology systems could result in the unavailability of such systems, and could result in a loss of operating revenues, an increase in operating expenses and costs to repair or replace damaged assets. Any of the above could also result in the loss or release of confidential customer and/or employee information or other proprietary data that could adversely affect our reputation and competitiveness, could result in costly litigation and negatively impact our results of operations. These cyberattacks have become more common and sophisticated and, as such, we could be required to incur costs to strengthen our systems and respond to emerging concerns.

There are various risks associated with technology systems such as hardware or software failure, communications failure, data distortion or destruction, unauthorized access to data, misuse of proprietary or confidential data, unauthorized control through electronic means, programming mistakes and other deliberate or inadvertent human errors.

Technology Risk Factors

Our technology may become obsolete, development of new technologies could create additional risk, or we may not have sufficient resources to manage our technology.

Our technology may become obsolete before the end of its useful life. In addition, custom or new technology (including generative artificial intelligence) that is heavily relied upon may not be maintained and updated appropriately due to resource restraints, or other factors, which could cause technology failures or give rise to additional operational or security risks. Generative artificial intelligence could also create additional regulatory scrutiny and generate uncertainty around intellectual property ownership and/or licensing or use. Technology (including artificial intelligence) is also subject to intentional misuse (by criminals, terrorists or other bad actors). Technology failures or incidents of misuse could result in significant adverse effects on our operations, results of operations, financial condition and cash flows.

We may be adversely affected by our inability to successfully implement certain technology projects.

There are inherent risks associated with replacing and changing systems, which could have a material adverse effect on our results of operations, financial condition and cash flows. Finally, there is the risk that we ultimately do not complete a project and will incur contract cancellation or other costs, which could be significant.

Problems with the transition, design or implementation of our new enterprise resource planning system could interfere with our business and operations, and adversely affect our financial condition.

We are in the process of planning for the implementation of a new cloud-based enterprise resource planning system, which will take multiple years to complete. See further information on the enterprise resource planning system within “Item 7. Management's Discussion and Analysis – Executive Overview”. There are transitional risks associated with the implementation, which may include loss of data in the conversion from on-premises systems to the cloud, difficulty compiling data for external reporting requirements, costs increasing throughout the project, or other challenges in our business operations. Difficulties faced during the transition could have a material adverse effect on our business, financial condition, and results of operations.

The expanded adoption of artificial intelligence has the potential to increase exposure to cyberattacks and negatively impact business operations.

The adoption of artificial intelligence (AI) is driving demand for energy while also presenting opportunities and unique risks to the utility business. AI enabled tools are proving to increase efficiency and add value to daily work processes as the use and adoption continues to expand. While use cases to drive efficiencies through AI develop, cyber attackers are targeting the tools and systems used to create the efficiencies, requiring enhanced analytics and monitoring. Reliance on AI generated information and data may enhance the exposure risk over time.

AI driven solutions will be essential to compete in the marketplace, whether it be for material or energy procurement, or financial transactions, AI will accelerate data driven decision making. Therefore, AI literacy is essential. Not advancing the understanding and use of AI may compromise the operational and financial progress of the Company.

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Strategic Risk Factors

Our strategic business plans, which may be affected by the foregoing, may change, including the entry into new businesses and/or the exit from existing businesses and/or the curtailment of our business development efforts where potential future business is uncertain.

Our strategic business plans could be affected by or result in the following:

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disruptive innovations in the marketplace may outpace our ability to compete or manage our risk (including the transition to renewable and/or non-emitting energy resources),

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customers may have a choice in the future over the sources from which to receive their energy, and we may not be able to compete,

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potential difficulties in integrating acquired operations and in realizing expected opportunities, diversions of management resources and losses of key employees, challenges with respect to operating new businesses and other unanticipated risks and liabilities,

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reduced control over generation resources resulting from reliance on contract power from third-party owners of generation assets, which could limit our ability to balance resources with demand,

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market or other conditions that could adversely affect our operations or require changes to our business strategy and could result in reduced assets and net income,

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affordability of electric and/or gas services may be a challenge for customers resulting in increased delayed payment for utility services,

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potential reputational risk arising from repeated general rate case filings, degradation in the quality of service, or from failed strategic investments and opportunities, which could erode shareholder, customer and community satisfaction with the Company, and

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the risk of municipalization or other form of service territory reduction.

Non-regulated investments in businesses outside of our core utilities operations may increase earnings volatility and can be difficult to sell due to their illiquid nature.

The fair values of our respective equity investments fluctuate from period to period, and such changes in fair value directly affect our net income. While we make these investments after prudent analysis and with the expectation of eventual financial gains, there is no assurance these investments will ultimately be successful. A significant portion of our investment portfolio consists of equity interests in privately held companies, which are inherently illiquid due to a lack of established market. Liquidity events are largely outside of our control, and may not occur on a timely basis (or may never occur). In addition, it is likely the value of these investments will continue to fluctuate as the businesses continue to mature, causing corresponding changes in our net income. The risks faced by these businesses may differ from the risks faced by our utility operations.

External Mandates Risk Factors

External mandate risk involves forces outside the Company, which may include significant changes in customer expectations, disruptive technologies that result in obsolescence of our business model and government action that could impact the Company.

Actions or limitations to address concerns over long-term climate change, both globally and within our utilities' service areas, may affect our operations and financial performance.

Legislative, regulatory and advocacy efforts at the local, state, national and international levels concerning climate change and other environmental issues could have significant impacts on our operations. The electric and natural gas utility industries are frequently affected by proposals to curb greenhouse gas and other air emissions. Various regulatory and legislative proposals have been made to limit or further restrict byproducts of combustion, including those resulting from the use of natural gas by

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our customers. In addition, there are regulatory and legislative initiatives that have been passed which are designed to limit greenhouse gas emissions and increase the use of renewable sources of energy. In addition, regulatory and legislative initiatives may restrict customers' access to natural gas and/or require or limit natural gas infrastructure in buildings. Other initiatives may seek to promote social interests expressed as energy equity, environmental justice or similar frameworks. Such legislation could direct and/or restrict the operation and raise the costs of our power generation resources and energy delivery infrastructure as well as the distribution of natural gas to our customers.

We expect continuing legislative and regulatory activity in the future, and we are evaluating the extent to which potential changes to environmental laws and regulations may:

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increase the operating costs of generating plants,

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increase the lead time and capital costs for the construction of new generating plants,

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require modification of our existing generating plants,

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require existing generating plant operations to be curtailed or shut down,

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reduce the amount of energy available from our generating plants,

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restrict the types of generating plants that can be built or contracted with,

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require construction of specific types of generation plants at higher cost, including emerging generation sources still in development that operate at a higher risk of failure, and

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increase the cost or limit our ability to distribute natural gas to customers.

See “Item 7. Management's Discussion and Analysis – Environmental Issues and Contingencies” for discussion regarding environmental issues and legislation which may affect our operations.

We have contingent liabilities, including certain matters related to potential environmental liabilities, and cannot predict the outcome of these matters.

In the normal course of our business, we have matters that are the subject of ongoing litigation, mediation, investigation and/or negotiation. We cannot predict the ultimate outcome or potential impact of any issue, including the extent, if any, of insurance coverage or recovery through the ratemaking process. We are subject to environmental regulation by federal, state and local authorities related to our past, present and future operations. See “Note 22 of the Notes to Consolidated Financial Statements” for further details of these matters.

Import tariffs could lead to increased prices on energy commodities and/or equipment and materials that are critical to our business.

Tariffs and other restrictions on trade with foreign countries could significantly increase the prices of energy commodities (electricity and natural gas) and equipment and materials that are critical to our business. In addition, tariffs and trade restrictions could have a similar impact on our suppliers and certain customers, which could have a negative impact on our financial condition, results of operations and cash flows.

See “Item 7. Management's Discussion and Analysis – Environmental Issues and Contingencies” and “Forward-Looking Statements” for discussion of or reference to additional external mandates which could have a material adverse effect on our results of operations, financial condition and cash flows.

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Financial Risk Factors

Weather (temperatures, precipitation levels, wind patterns and storms) has a significant effect on our results of operations, financial condition and cash flows. These effects could increase as climate changes occur.

Weather impacts are described in the following subtopics:

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certain retail electricity and natural gas sales,

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the cost of natural gas supply, and

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the cost of power supply.

Certain retail electricity and natural gas sales volumes vary directly with changes in temperatures. We normally have our highest retail (electric and natural gas) energy sales during the winter heating season in the first and fourth quarters of the year. We also have high electricity demand for air conditioning during the summer (third quarter). In general, warmer weather in the heating season and cooler weather in the cooling season will reduce our customers’ energy demand and our retail operating revenues. The revenue and earnings impact of weather fluctuations is somewhat mitigated by our decoupling mechanisms; however, we could experience liquidity constraints during the period between when decoupling revenue is earned and when it is subsequently collected from customers through retail rates.

The cost of natural gas supply is impacted by both supply-side factors (amount of natural gas production, level of natural gas in storage, volumes of natural gas imports and exports, regulatory restraints or costs on natural gas production and delivery) and demand-side factors (variations in weather, level of economic growth, availability and prices of other fuels). Prices tend to increase with higher demand during periods of cold weather. Inter-regional natural gas pipelines and competition for supply can allow demand-driven price volatility in other regions of North America to affect prices in the Pacific Northwest. Increased costs adversely affect cash flows when we purchase natural gas for retail supply at prices above the amount allowed for recovery in retail rates. We defer differences between actual natural gas supply costs and the amount currently recovered in retail rates and we are generally allowed to recover substantially all of these differences after regulatory review. However, these deferred costs require cash outflows from the time of natural gas purchases until the costs are later recovered through retail rates.

The cost of power supply can be significantly affected by weather, and therefore is subject to trends in climate change. Precipitation (consisting of snowpack, its water content and runoff pattern plus rainfall) and other streamflow conditions (such as regional water storage operations) significantly affect hydroelectric generation capability. Variations in hydroelectric generation inversely affect our reliance on market purchases and thermal generation. To the extent that hydroelectric generation is less than normal, more costly power supply resources must be dispatched or acquired and the ability to realize net benefits from surplus hydroelectric wholesale sales is reduced. Wholesale prices also vary based on wind patterns as wind generation capacity is material in the Pacific Northwest but its contribution to supply is inconsistent.

The price of power in the wholesale energy markets tends to be higher during periods of high regional demand, such as occurs with temperature extremes. Climate change may increase the frequency and magnitude of temperature extremes. We may need to purchase power in the wholesale market during peak price periods. The price of natural gas as fuel for natural gas-fired electric generation tends to increase during periods of high demand which are often related to temperature extremes. We may need to purchase natural gas fuel in these periods of high prices to meet electric demands. The cost of power supply during peak usage periods may be higher than the retail sales price or the amount allowed in retail rates by our regulators. To the extent that power supply costs are above the amount allowed currently in retail rates, the difference is partially absorbed by the Company in current expense and is partially deferred or shared with customers through regulatory mechanisms. However, these deferred costs require cash outflows from the time of power purchases until the costs are later recovered through retail rates.

The price of power tends to be lower during periods with excess supply, such as the spring when hydroelectric conditions are usually at their maximum and various facilities are required to operate to meet environmental mandates. Oversupply can be exacerbated when intermittent resources such as wind generation produce output that may be supported by price subsidies. In extreme situations, we may be required to sell excess energy at negative prices.

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As a result of these combined factors, our net cost of power supply – the difference between our costs of generation and market purchases, reduced by our revenue from wholesale sales – varies significantly because of weather.

We rely on regular access to financial markets, but we cannot assure favorable or reasonable financing terms will be available when we need them.

Access to capital markets is critical to our operations and our capital structure. We have significant capital requirements that we expect to fund, in part, by accessing capital markets. As such, the state of financial markets and credit availability in the global, United States and regional economies impact our financial condition. We could experience increased borrowing costs or limited access to capital on reasonable terms.

We access long-term capital markets to finance capital expenditures, repay maturing long-term debt and obtain additional working capital, including needs related to power and natural gas purchases and sales, from time-to-time. Our ability to access capital on reasonable terms is subject to numerous factors and market conditions, many of which are beyond our control. If we are unable to obtain capital on reasonable terms, it may limit or prohibit our ability to finance capital expenditures and repay maturing long-term debt. Our liquidity needs could exceed our short-term credit availability and lead to defaults on various financing arrangements. We would also likely be prohibited from paying dividends on our common stock.

Performance of the financial markets could also result in significant declines in the market values of assets held by our pension plan and/or a significant increase in the pension liability (which impacts the funded status of the plan) and could increase future funding obligations and pension expense.

We rely on credit from financial institutions for short-term borrowings. We need adequate levels of credit with financial institutions for short-term liquidity. There is no assurance that we will have access to credit beyond the expiration dates of our committed line of credit agreements. These agreements contain customary covenants and default provisions.

Any default on the lines of credit or other financing arrangements of Avista Corp. or our “significant subsidiaries,” if any, could result in cross-defaults to other agreements of such entity, and/or to the line of credit or other financing arrangements of any other of such entities. Defaults could also induce vendors and other counterparties to demand collateral. In the event of any such default, it would be difficult to obtain financing on reasonable terms to pay creditors or fund operations. We would also likely be prohibited from paying dividends on our common stock.

Downgrades in our credit ratings could impede our ability to obtain financing, adversely affect the terms of financing and impact our ability to transact for or hedge energy resources. If we do not maintain our investment grade credit rating with the major credit rating agencies, we could expect increased debt service costs, limitations on our ability to access capital markets or obtain other financing on reasonable terms, and requirements to provide collateral (in the form of cash or letters of credit) to lenders and counterparties. In addition, credit rating downgrades could reduce the number of counterparties willing to do business with us or result in the termination of outstanding regulatory authorizations for certain financing activities.

Credit risk may be affected by industry concentration and geographic concentration.

We have concentrations of suppliers and customers in the electric and natural gas industries, including:

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electric and natural gas utilities,

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electric generators and transmission providers,

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oil and natural gas producers and pipelines,

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financial institutions including commodity clearing exchanges and related parties, and

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energy marketing and trading companies.

We have concentrations of credit risk related to our geographic location in the western United States and western Canada energy markets. These concentrations of counterparties and concentrations of geographic location may affect our overall exposure to credit risk because the counterparties may be similarly affected by changes in conditions.

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We are a participant in the EIM, and engage in direct and indirect power purchase and sale transactions in connection with that participation. The EIM collateral requirements are based on established credit criteria, but there is no assurance the collateral will be sufficient to cover obligations that counterparties may owe each other in the EIM, and credit losses could be allocated among all EIM participants, including us. A significant failure of a participant in the EIM to make payments when its obligations are due could have a ripple effect on our counterparties in the power and gas markets if those counterparties experience ancillary liquidity issues, and could result in a decline in the ability of our counterparties to perform on their obligations.

Activist shareholder actions could have a negative impact on our business and operations.

Shareholder activism can take many forms and arise in a variety of situations. Actions by activist shareholders could include engaging in proxy solicitations, making or advancing shareholder proposals, or otherwise attempting to assert influence on our board of directors and/or management. Response to these actions could result in substantial costs, require significant attention from our board of directors and management, and divert resources from the execution of our strategy and business operations.

Shareholder activism could result in perceived uncertainties, negatively affect our business opportunities, our ability to access capital markets, and relationships with our customers and employees. These actions could have a material adverse effect on our financial condition and results of operations, and could result in significant fluctuations in the trading price of our common stock based on market perceptions or other factors.

Energy Commodity Risk Factors

Energy commodity price changes affect our cash flows and results of operations.

Energy commodity pricescan be volatile. We rely on energy markets and other counterparties for energy supply, surplus and optimization transactions and commodity price hedging. A combination of factors exposes our operations to commodity price risks, including:

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our obligation to serve our retail customers at rates set through the regulatory process - we cannot decline to serve our customers and we cannot change retail rates to reflect current energy prices unless and until we receive regulatory approval,

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customer demand, which is beyond our control because of weather, customer choices, prevailing economic conditions and other factors,

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some of our energy supply cost is fixed by the nature of the energy-producing assets or through contractual arrangements (however, a significant portion of our energy resource costs are not fixed), and

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the potential non-performance by commodity counterparties, which could lead to replacement of the scheduled energy or natural gas at higher prices.

Because we must supply the amount of energy demanded by our customers and we must sell it at fixed rates and only a portion of our energy supply costs are fixed, we are subject to the risk of buying energy at higher prices in wholesale energy markets (and the risk of selling energy at lower prices if we are in a surplus position). Electricity and natural gas in wholesale markets are commodities with historically high price volatility. Changes in wholesale energy prices affect, among other things, the cash requirements to purchase electricity and natural gas for retail customers or wholesale obligations and the market value of derivative assets and liabilities.

We hedge a portion of our energy commodity risk with physical and financial derivative instruments that may require the posting of collateral. When we enter into fixed price energy commodity transactions for future delivery, we are subject to credit terms that may require us to provide collateral to wholesale counterparties related to the difference between forward prices and the agreed upon fixed prices. These collateral requirements can place significant demands on our cash flows or borrowing arrangements. Price volatility can cause collateral requirements to change quickly and significantly.

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Cash flow deferrals related to energy commodities can be significant. We are permitted to collect from customers only amounts approved by regulatory commissions. However, our costs to provide energy service can be much higher or lower than the amounts currently billed to customers. We are permitted to defer income statement recognition and recovery from customers for some of these differences, which are recorded as deferred charges with the opportunity for future recovery through retail rates. These deferred costs are subject to review for prudence and potential disallowance by regulators, who have discretion as to the extent and timing of future recovery or refund to customers.

Power and natural gas costs higher than those recovered in retail rates negatively impact cash flows. Amounts that are not allowed for deferral or which are not approved to become part of customer rates affect our results of operations.

Even if our regulators ultimately allow the recovery of deferred power and natural gas costs, our operating cash flows can be negatively affected until these costs are recovered from customers.

Fluctuating energy commodity prices and volumes in relation to our energy risk management process can cause volatility in our cash flows and results of operations. We engage in active hedging and resource optimization practices to reduce energy cost volatility and economic exposure related to commodity price fluctuations. We routinely enter into contracts to hedge a portion of our purchase and sale commitments for electricity and natural gas, as well as forecasted excess or deficit energy positions and inventories of natural gas. We use physical energy contracts and derivative instruments, such as forwards, futures, swaps and options traded in the over-the-counter markets or on exchanges. If market prices decrease compared to the prices we have locked in with our energy commodity derivatives, this will result in a liability related to these derivatives, which can be significant. As a result of price fluctuations, we may be required to post significant amounts of cash or letters of credit as collateral depending on fluctuations in the fair value of the derivative instruments.

We do not attempt to fully hedge our energy resource assets or our forecasted net positions for various time horizons. To the extent we have positions that are not hedged, or if hedging positions do not fully match the corresponding purchase or sale, fluctuating commodity prices could have a material effect on our operating revenues, resource costs, derivative assets and liabilities, and operating cash flows. In addition, actual loads and resources typically vary from forecasts, sometimes to a significant degree, which require additional transactions or dispatch decisions that impact cash flows.

The hedges we enter into are reviewed for prudence by our various regulators and deferred costs (including those as a result of our hedging transactions) are subject to review for prudence and potential disallowance by regulators.

Generation plants may become obsolete. We rely on a variety of generation and energy commodity market sources to fulfill our obligation to serve customers and meet the demands of our counterparty agreements. Some of our generation sources, such as coal, may become obsolete or be prematurely retired through regulatory action or legislation. This could result in higher commodity costs to replace the lost generation, as well as higher costs to retire the generation source before the end of its expected life. This also includes costs (including replacement of lost generation) associated with our transfer of Colstrip ownership to NorthWestern as of January 1, 2026. See “Item 7. Management's Discussion and Analysis – Environmental Issues and Contingencies” for discussion regarding environmental and other issues surrounding Colstrip.

Compliance Risk Factors

There have been numerous changes in legislation, related administrative rulemakings, and Executive Orders, including periodic audits of compliance with such rules, which may adversely affect our operational and financial performance.

We expect to continue to be affected by legislation at the national, state and local level, as well as by administrative rules and requirements published by government agencies, including but not limited to the FERC, the EPA and state regulators. We are also subject to NERC and WECC reliability standards. The FERC, the NERC and the WECC perform periodic audits of the Company. Failure to comply with the FERC, the NERC, or the WECC requirements can result in financial penalties.

Future legislation, administrative rules or Executive Orders could have a material adverse effect on our operations, results of operations, financial condition and cash flows.

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Resource Adequacy Risk Factors

Multiple factors are influencing the ability to source and deliver adequate energy to meet customer demand, which could lead to power and gas market liquidity risks.

Local and regional factors may occur and impact our ability to meet energy needs during periods of high demand or unplanned events. Locally, some combination of factors such as unanticipated load growth, unforeseen localized climatic changes, decreases in water availability for hydro generation, and prolonged unplanned generation outages could result in being short the energy we need to meet customer demand. External to localized conditions and events, the regional wholesale market, to which we would turn to purchase energy to meet short-term shortfalls, has become strained during regional events. If the northwest region does not build sufficient new generation capacity and additional transmission and gas transport, there is a risk that we will not be able to depend on excess energy market purchases to meet customer demand during extreme weather events. These factors are increasing the risk of potential regional energy supply shortages and the ability for us to access additional energy during periods of high demand or unplanned events.

ITEM 1B. UNRESOLVED STAFF COMMENTS

As of the filing date of this Annual Report on Form 10-K, we have no unresolved comments from the staff of the SEC.

ITEM 1C. CYBERSECURITY

The energy sector, including electric and natural gas utility companies, has become the subject of cyberattacks with increased frequency and we, along with other utility companies, are the target of these frequent attacks. In addition, there is a growing reliance on third party providers which are also subject to attacks and breaches. Any unexpected failure, or unauthorized access to technology systems or third parties relied upon can result in the unavailability of systems or services, which can result in a loss of operating revenues, damage to our brand and reputation, and/or an increase in operating expenses and costs to repair or replace damaged assets. To date, we have not identified any risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect our results of operation or financial condition.See “Risk Factors – Cybersecurity Risk Factors” for further information regarding the risks we face from cybersecurity threats.

We consider the management of cybersecurity risk in our overall enterprise risk management process. See “Item 7. Management’s Discussion and Analysis - Enterprise Risk Management” for further discussion of the process.

We mitigate cyber risk by maintaining an enterprise security program based on the National Institute of Standards and Technology Cybersecurity Framework. This program includes trainings and exercises at all levels of the Company. Our security program incorporates enterprise business continuity which facilitates a business impact analysis of core functions for development of emergency operating and disaster recovery plans and coordinates annual testing and training exercises. In addition, there are independent third party and regulatory audits of our security program.

The cybersecurity risk management program is overseen by senior leadership within our Technology and Security functions. The program is led by the Senior Vice President of Operations and Technology and the Vice President, Chief Information and Security Officer. The Senior Vice President of Operations and Technology has more than 20 years of experience in information technology leadership, including roles directing enterprise systems and cybersecurity programs at other companies. The Vice President, Chief Information and Security Officer has over 15 years of experience at the Company, having served in engineering and technology leadership roles, including as the Director of Information Technology Infrastructure and the Director of Applications. This program includes maintenance of appropriate cybersecurity measures, such as firewalls, anti-virus, patching, and other zero-trust security protocols, monitoring for intrusion and security events that may include a data breach or an attack on our operations, and working with our supply chain department to ensure contracts with third party service providers include appropriate requirements for the mitigation of cybersecurity risk that might impact our business.

Our data breach response team is comprised of designated members of the technology department, senior management and other appropriate individuals. The team is tasked with assessing, managing and responding to material cybersecurity incidents involving either our systems or the systems of third party service providers. The data breach response team includes subject matter experts within the Company, as well as outside experts who specialize in cybersecurity response. A subset of this team is

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also responsible for assessing the materiality of cybersecurity incidents, reporting to the Audit Committee of the Board of Directors as appropriate, and ensuring timeline reporting of cybersecurity incidents deemed material to the Company.

The Environmental, Technology and Operations Committee of the Board of Directors oversees our management of cybersecurity risks. This Committee is briefed on security policy, programs and incidents on at least a quarterly basis. The Audit Committee of the Board of Directors provides oversight of required disclosures relating to cybersecurity.

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ITEM 2. PROPERTIES

AVISTA UTILITIES

Substantially all of Avista Utilities' properties are subject to the lien of Avista Corp.'s mortgage indenture.

Avista Utilities' electric properties, located in the states of Washington, Idaho, Montana and Oregon, include the following:

Company-Owned Generation Properties

PresentCapability(MW) (1)

Hydroelectric Generating Stations (River)

Washington:

Long Lake (Spokane) 88

Little Falls (Spokane) 48

Nine Mile (Spokane) 41

Upper Falls (Spokane) 10

Monroe Street (Spokane) 15

Idaho:

Cabinet Gorge (Clark Fork) (2) 273

Post Falls (Spokane) 12

Montana:

Noxon Rapids (Clark Fork) 562

Total Hydroelectric 1,049

Thermal Generating Stations (cycle, fuel source)

Washington:

Kettle Falls GS (combined-cycle, wood waste) (3) 53

Kettle Falls CT (combined-cycle, natural gas) (3) 7

Northeast CT (simple-cycle, natural gas) 65

Boulder Park GS (simple-cycle, natural gas) 25

Idaho:

Rathdrum CT (simple-cycle, natural gas) 166

Montana:

Colstrip Units 3 and 4 (simple-cycle, coal) (4) —

Oregon:

Coyote Springs 2 (combined-cycle, natural gas) 322

Total Thermal 638

Total Generation Properties 1,687

(1)

Present capability is the maximum capacity of the plant under standard test conditions without exceeding specified limits of temperature, stress and environmental conditions.

(2)

For Cabinet Gorge, we have water rights permitting generation up to 265 MW. However, if natural stream flows will allow for generation above our water rights, we are able to generate above our water rights. If natural stream flows only allow for generation at or below 265 MW, we are limited to generation of 265 MW. The present capability disclosed above represents the capability based on maximum stream flow conditions when we are allowed to generate above our water rights.

(3)

These generating stations can operate as separate single-cycle plants or combined-cycle with the natural gas plant providing exhaust heat to the wood boiler to increase efficiency.

(4)

Our 15 percent interest in Colstrip was transferred to NorthWestern on January 1, 2026. See “Item 7. Management’s Discussion and Analysis of Financial Condition – Colstrip” for information related to Colstrip Units 3 and 4.

Electric Power Purchase Agreements

Avista Utilities enters into long-term PPAs to purchase a portion or all of the output of specific generation assets. These generating assets are owned by other parties, not the Company, and are not subject to the lien of Avista Corp.'s mortgage

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indenture. However, these assets are subject to the liens securing the indebtedness of the respective owners. See further discussion of certain of these PPAs in “Part 1 – Item 1. Business – Avista Utilities – Electric Operations”. The following is a summary of PPAs as of December 31, 2025:

Generating Source PresentCapability(MW) (1) Expiration of Contract

Hydroelectric

Total Hydroelectric 458

Thermal

Wind

Solar

Total Power Purchase Agreements 1,100

(1)

Present capability is the maximum capacity of the plant under standard test conditions without exceeding specified limits of temperature, stress and environmental conditions.

(2)

Our contracted portion of generation asset output from Chelan County PUD changes throughout the life of the agreement. Our output is expected to increase 88 MW in 2026, decrease 88 MW in 2032, and decrease 88 MW in 2034.

(3)

Our output from this contract is expected to increase to a total of 147 MW by 2030 as we receive additional capacity under this contract.

Electric Distribution and Transmission Plant

Avista Utilities owns and operates approximately 20,000 miles of primary and secondary electric distribution lines providing service to retail customers. We have an electric transmission system of approximately 700 miles of 230 kV line and approximately 1,600 miles of 115 kV line. We also own an 11 percent interest in approximately 600 miles of a 500 kV line between Colstrip, Montana and Townsend, Montana. Our transmission and distribution systems also include numerous substations with transformers, switches, monitoring and metering devices and other equipment.

The 230 kV lines are the backbone of our transmission grid and are used to transmit power from generation resources, including Noxon Rapids, Cabinet Gorge and the Mid-Columbia hydroelectric projects, to the major load centers in our service area, as well as to transfer power between points of interconnection with adjoining electric transmission systems. These lines interconnect at various locations with the BPA, Grant County PUD, PacifiCorp, NorthWestern and Idaho Power Company and serve as points of delivery for power from generating facilities outside of our service area, including Colstrip, Coyote Springs 2 and the Lancaster Plant.

These lines also provide a means to optimize resources through short-term purchases and sales of power with entities within and outside of the Pacific Northwest.

The 115 kV lines provide for transmission of energy and the integration of smaller generation facilities with our service-area load centers, including the Spokane River hydroelectric projects, the Kettle Falls projects, Rathdrum CT, Boulder Park GS and Northeast CT. These lines interconnect with the BPA, Chelan County PUD, the Grand Coulee Project Hydroelectric Authority, Grant County PUD, NorthWestern, PacifiCorp and Pend Oreille County PUD. Both the 115 kV and 230 kV interconnections with the BPA are used to transfer energy to facilitate service to each other’s customers that are connected through the other’s

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transmission system. We hold a long-term transmission agreement with the BPA that allows us to serve our native load customers that are connected through the BPA’s transmission system.

Natural Gas Plant

Avista Utilities has natural gas distribution mains of approximately 3,600 miles in Washington, 2,300 miles in Idaho and 2,400 miles in Oregon. We have natural gas transmission mains of approximately 75 miles in Washington and 15 miles in Oregon. Our natural gas system includes numerous regulator stations, service distribution lines, monitoring and metering devices, and other equipment.

We own a one-third interest in Jackson Prairie, an underground natural gas storage field located near Chehalis, Washington. See “Part 1 – Item 1. Business – Avista Utilities – Natural Gas Operations” for further discussion of Jackson Prairie.

ALASKA ELECTRIC LIGHT AND POWER COMPANY

Substantially all of AEL&P's utility properties (except the Snettisham plant) are subject to the lien of the AEL&P mortgage indenture.

AEL&P's utility electric properties, located in Alaska include the following:

PresentCapability(MW) (1)

Hydroelectric Generating Stations

Snettisham (2) 78

Lake Dorothy 14

Salmon Creek 5

Annex Creek 4

Gold Creek 2

Total Hydroelectric 103

Diesel Generating Stations

Lemon Creek 52

Auke Bay 25

Gold Creek 7

Industrial Blvd. Plant 23

Total Diesel 107

Total Generation Properties 210

(1)

Present capability is the maximum capacity of the plant under standard test conditions without exceeding specified limits of temperature, stress and environmental conditions.

(2)

AEL&P does not own this generating facility and it is not subject to the lien of the AEL&P mortgage indenture. AEL&P has a PPA under which it has the right to purchase, and the obligation to pay for, all the capacity and energy of this facility. See further information at “Part 1. Item 1. Business – Alaska Electric Light and Power Company.”

In addition to the generation properties above, AEL&P owns 61 miles of transmission lines, which are primarily comprised of 69 kV line, and 184 miles of distribution lines.

ITEM 3. LEGAL PROCEEDINGS

See “Note 22 of Notes to Consolidated Financial Statements” for information with respect to legal proceedings.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Avista Corp. Market Information and Dividend Policy

Avista Corp.'s common stock is listed on the New York Stock Exchange under the ticker symbol “AVA.” As of January 31, 2026, there were 5,541 registered shareholders of our common stock.

Avista Corp.'s Board of Directors considers the level of dividends on our common stock on a recurring basis, taking into account numerous factors including, without limitation:

•

our results of operations, cash flows and financial condition,

•

the success of our business strategies, and

•

general economic and competitive conditions.

Avista Corp.'s net income available for dividends is generally derived from our regulated utility operations (Avista Utilities and AEL&P).

The payment of dividends on common stock could be limited by:

•

certain covenants applicable to preferred stock (when outstanding) contained in the Company’s Restated Articles of Incorporation, as amended (currently there are no preferred shares outstanding),

•

certain covenants applicable to the Company's outstanding long-term debt and committed line of credit agreements (see “Item 7. Management's Discussion and Analysis - Capital Resources” for compliance with these covenants),

•

the hydroelectric licensing requirements of section 10(d) of the FPA (see “Note 1 of Notes to Consolidated Financial Statements”), and

•

certain requirements under the OPUC approval of the AERC acquisition in 2014. The OPUC's AERC acquisition order requires Avista Utilities to maintain a capital structure of no less than 35 percent common equity (including short-term debt). This limitation may be revised upon request by the Company with approval from the OPUC.

For additional information, see “Notes 1 and 19 of Notes to Consolidated Financial Statements.”

For information with respect to securities authorized for issuance under equity compensation plans, see “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

ITEM 6. [REMOVED AND RESERVED]

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section of this Annual Report on Form 10-K generally discusses financial statement items and comparisons between 2025 and 2024. Discussion of 2023 financial statement items and comparisons between 2024 and 2023 not included in this Form 10-K can be found in “Management's Discussion and Analysis of Financial Conditions and Results of Operations” in Part II, Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

Business Segments

As of December 31, 2025, we have two reportable business segments, Avista Utilities and AEL&P. We also have other businesses which do not represent a reportable business segment and are conducted by various direct and indirect subsidiaries of Avista Corp. See “Part I, Item 1. Business – Company Overview” for further discussion of our business segments.

The following table presents net income (loss) for each of our business segments and the other businesses, for the year ended December 31 (dollars in millions):

Other non-reportable segment loss (14 ) (7 ) (5 )

ExecutiveOverview

Overall Results

Net income increased primarily due to the effects of general rate cases. This increase in earnings was partially offset by increases in other operating expenses, depreciation and amortization expense, taxes other than income taxes and interest expense. The increase in net income was also partially offset by a $9 million refund to be issued to customers for adjustments related to Colstrip investments. See "Regulatory Matters" for further details regarding the Colstrip final order. In addition, increased investment losses associated with lower valuations of certain investments in our portfolio decreased net income at our other businesses when compared to 2024.

More detailed explanations of the fluctuations are provided in the results of operations and business segment discussions (Avista Utilities, AEL&P, and the other businesses) that follow this summary.

Resource Adequacy

Extreme weather events, both in summer and winter, have occurred in the Pacific Northwest. These events have resulted in system load peaks that were higher than anticipated. Historically, we have had excess capacity as compared to peak load, but during some extreme events, we have had to purchase short-term energy from the wholesale market to meet demand when our energy resources were not operating at full capacity or were otherwise unavailable. These weather events have highlighted the growing need for additional generating capacity both on our system and in the Pacific Northwest region.

The transition to clean energy (including the replacement of emitting facilities with non-emitting facilities, which are impacted by conditions outside of our control), and electrification, combined with expected load growth, and the transfer of our interest in Colstrip, also factor into the need for additional generation.

We also see the need for expanded transmission infrastructure to provide access to additional resources and improve reliability in our region. In November 2024, we signed a non-binding memorandum of understanding to join the North Plains Connector transmission line project that plans to construct a transmission line from Bismarck, North Dakota to Colstrip, Montana.

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Current Hydroelectric Conditions and Outlook

Due to precipitation and warm weather, our hydroelectric generation in January and February (to date) has been above normal. Due to the warm weather, the average current level of snowpack in the areas serving our hydroelectric facilities is below normal. The amount of hydroelectric generation over the rest of the year will be affected not only by current snowpack levels but also by prevailing temperatures (which affect the timing and speed of run-off) and the volume, timing and form of precipitation. On balance, we expect the amount of hydroelectric generation for the entire year will be approximately at the normal level. While our current hydro forecast shows normal levels of generation, even if we were above or below normal, there would be no material change to our position in the ERM.

2025 Request for Proposal (RFP)

Our 2025 electric IRP was filed with the WUTC and IPUC in December 2024, and identified needs for additional generating capacity. In May 2025, we issued a request for proposal to add energy and capacity to meet projected resource needs. We selected a list of projects and will begin contract negotiations for the following:

•

a self-build upgrade of our existing Natural Gas Combustion Turbines at Rathdrum CT to add 14 MW of capacity without increasing carbon emissions. This upgrade will occur in two stages with the first occurring in 2027 and the second in 2029,

•

a project for 100 MW, 4-hour Battery Energy Storage System, to be built and transferred to the Company in eastern Washington with a target date in 2028,

•

a PPA for approximately 200 MW of wind power from Montana that utilizes our share of the Colstrip Transmission System with a target date in 2029, and

•

the addition of approximately 40 MW of Demand Response Programs that will recruit residential, commercial and industrial customers within our service territory, beginning in 2026.

See “Part 1 – Item 1. Business – Future Electric Resource Needs” for further discussion of regional resource adequacy.

2026 Customer Load

We expect a decrease in customer load from 2025 to 2026 to have a negative impact on our 2026 results. This decrease in load is associated with a large industrial customer with their own transmission rights and access to procure their own energy independently. We were notified of this customer’s intent to return to procuring their power independently in the power markets effective April 2026, which is earlier than we had expected. Net income is expected to decrease $9 million compared to if we had served their load through December 2026.

Colstrip

In December 2025, the WUTC issued a final order for our filed tariff rider for Colstrip and on January 1, 2026, the transaction to transfer our 15 percent ownership in Colstrip Units 3 and 4 to NorthWestern closed. See “Colstrip” section and “Note 22 of the Notes to Consolidated Financial Statements” for further details on the exit of Colstrip through an agreement with NorthWestern and "Regulatory Matters" for further details regarding the Colstrip final order.

Tariffs on Imports

The President of the United States of America has imposed tariffs on certain imported goods. The imposition of tariffs may impact the cost of other equipment and materials that are critical to our business, increasing capital and operating expenses, and could create supply chain disruptions. The tariffs have not had a material impact on our operations or financial performance to date. At this time, we do not expect the impact of tariffs to be material and have not made any adjustments to our capital or operating budget to account for increased costs resulting from tariffs.

We import a significant amount of natural gas from Canada, both to serve our retail natural gas customers and as fuel for electric generation. We do not expect these imports to be impacted by the current trade tariffs as they are covered by the

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U.S.-Mexico-Canada Agreement, but the future of trade tariffs on energy commodity imports is uncertain. The impact of an increase in resource costs on our results of operations (directly or indirectly resulting from tariffs) would be substantially mitigated by various deferral and recovery mechanisms (ERM, PCA, and PGAs), but there could be an immediate impact on our cash flow.

In February 2026, the United States Supreme Court ruled that the legal basis cited by the President for the imposition of tariffs is not valid, and that he is restricted from imposing tariffs in the absence of a clear grant of authority from the Legislature. The impact of the Court’s ruling, both as to tariffs already collected and as to potential future tariffs, is uncertain at this time.

We are closely monitoring the impacts of tariffs and the potential impact they may have on our results of operations, financial condition and cash flows.

U.S. Reconciliation Bill

In July 2025, the One Big Beautiful Bill Act (OBBB) was signed into law, which includes significant changes to the U.S. tax code and related laws. Key provisions include modifications and extensions to certain provisions of the Tax Cuts and Jobs Act of 2017 and updates to energy-related tax incentives, including revisions to the Clean Electricity Production Credit and the investment tax credit, as well as restrictions related to support from prohibited foreign entities. OBBB also allows for the current expensing of certain specified research and experimental (Section 174) expenditures.

The OBBB did not have a material impact on our results of operations and financial condition in 2025. We continue to monitor ongoing guidance. Any future impacts will be recognized in the period in which they become known. See "Note 13 of the Notes to Consolidated Financial Statements" for further discussion of the impact of OBBB.

Enterprise Resource Planning (ERP) Project

We are planning to implement an ERP system, replacing certain existing technology tools currently in use. The system will be designed to accurately maintain our financial records, enhance operational functionality, and provide timely information to our management team related to business operations. Accounting petitions were filed with the WUTC, the IPUC and the OPUC related to the project. These petitions include requesting to defer the undepreciated technology assets being replaced and a 15 year depreciable life for implementation costs. The requests were materially approved by the commissions.

We entered into a contract with a software provider and are in negotiations with system implementers. We expect the ERP system to be implemented in 2028. We expect capital expenditures between $100 million to $130 million.

Regulatory Lag

Regulatory lag is inherent in utility ratemaking; a result of the delay between the investment in utility plant and/or the increase in costs and the receipt of an order of a public utility commission authorizing an increase in rates sufficient to recover such investment or costs. Regulatory lag can be mitigated to some extent by the incorporation of reasonably expected forward-looking information into an authorization of increased rates. However, there is no protection against unexpected inflation and increased interest rates. See “Regulatory Matters” for additional discussion of the general rate cases.

Regulatory Matters

General Rate Cases

We regularly review the need for electric and natural gas rate changes in each state in which we provide service. We will continue to file for rate adjustments to:

•

seek recovery of operating costs and capital investments, and

•

seek the opportunity to earn reasonable returns as allowed by regulators.

The assessment of our need for rate relief and the development of rate case plans takes into consideration short-term and long-term needs, as well as specific factors that can affect the timing of rate filings. Such factors include, but are not limited to, in-service dates of major capital investments and the timing of changes in major revenue and expense items.

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Avista Utilities

Washington General Rate Cases

2024 General Rate Cases

In December 2024, the WUTC issued orders related to our multi-year electric and natural gas general rate cases filed with the WUTC in January 2024.

The approved rates within the orders were designed to increase annual electric base revenues by $12 million (or 2.0 percent), effective January 1, 2025 (Rate Year 1), and $44 million (or 7.5 percent) for Rate Year 2. The difference in approved rates for Rate Year 1 and those included in our original request of $77 million is primarily due to a $56 million decrease in power supply costs compared to those set forth in the original request, and also due to a lower approved return on equity than requested. The Rate Year 2 increase represents the effective increase to customers resulting from the $69 million approved in the order, partially offset by a $25 million decrease due to the expiration of a separate tariff in effect during Rate Year 1 to collect remaining Colstrip expenses by December 31, 2025 (see further discussion below).

The approved rates were also designed to increase annual natural gas base revenues by $14 million (or 11.2 percent), effective January 1, 2025, and $4 million (or 2.8 percent) for Rate Year 2.

The WUTC approved an ROE of 9.8 percent, based on a common equity ratio of 48.5 percent, and an ROR of 7.32 percent.

The WUTC did not approve our request to modify the ERM under which differences between actual net power supply costs and the amount reflected in base retail customer rates are tracked. Our actual net power supply costs exceeded the amount reflected in base retail customer rates by $78 million in 2025, and we expect actual net power supply costs to significantly exceed the level included in base rates in 2026. We plan to continue to address how net power supply costs are set in base rates in future regulatory proceedings. See Note 23 for further details of the ERM and other power cost deferrals and recovery mechanisms.

The Commission continued its support for important recovery mechanisms such as wildfire and insurance balancing accounts, and decoupling.

2026 General Rate Cases

On January 16, 2026, we filed an MYRP with the WUTC. The MYRP requests base rate relief over four years designed to produce the additional base revenues shown below (dollars in millions):

Rate Year Rates Effective Electric Natural Gas

We requested an overall rate of return in 2027 of 7.5 percent, with a 48.5 common equity ratio and a 10.2 percent return on equity. We requested an increase to the overall rate of return in 2029 to 7.67 percent, with a 48.5 common equity ratio and 10.5 percent return on equity.

Key drivers of the revenue requirement in rate year one (2027) are outlined below (dollars in millions):

Electric Natural Gas

Electric resource costs $ 46 $ —

Capital additions 29 5

Employee benefits 7 1

Insurance 7 —

Regulatory amortizations 5 4

Wildfire 4 —

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In the MYRP, we propose certain changes to the calculation of authorized baseline power supply costs. These changes are designed to address the changing market dynamics which have led to significant volatility in actual power supply costs. The MYRP provides updates to our baseline power supply cost for rate years one and two; as required by Washington law, baseline power supply costs for rate years 3 and 4 will be established in later filings and as such are not included in the additional revenue requirements for those years shown above. In addition, we are proposing changes to the timing for recovery of costs deferred under the Energy Recovery Mechanism.

In addition to requesting re-approval of existing insurance, wildfire, and decoupling deferral accounts, we are proposing an additional deferral mechanism for costs associated with employee benefits.

Washington law requires utilities to file MYRPs of a minimum of two and up to four years. The law allows utilities filing a rate plan of 3 or 4 years the option to file a new rate plan for the third year and fourth year. Under this provision, we have the opportunity to address the numerous unpredictable factors that could materially affect our financial position over a longer-term rate plan. These risks include, but are not limited to, inflation, interest rate volatility, labor and benefits challenges, escalating capital costs, and other unforeseen cost drivers. See "Item 1A: Risk Factors" for a full discussion of these factors.

The WUTC has up to eleven months to review the general rate case filings and issue a decision.

Colstrip Tariff

In 2019, the Washington State Legislature passed the CETA, which, among other things, requires costs associated with coal-fired generation facilities to be removed from rates no later than December 31, 2025. The WUTC order approving the settlement of the 2022 general rate cases, required us to establish a tracker for our Colstrip-related costs, including operating and maintenance expense, depreciation and amortization expense, and a return on rate base. In October 2024, we filed a cost recovery tariff seeking to recover the costs associated with our ownership of Colstrip in 2025. In the filing, we requested an increase in annual Colstrip tariff revenues of $19 million – from $24 million in 2024 to $43 million in 2025, effective January 1, 2025. In its review, WUTC Staff raised concerns related to (1) whether forecasted 2025 investments are allowed in rates; (2) whether the capital investment included in the filing will be used and useful for customers prior to the end of 2025; and (3) one major capital investment that will not be in service until 2027. In December 2024, the WUTC allowed our filed tariff to go into effect, but set the rates as subject to refund. A final order was issued in December 2025, which determined that certain investments in Colstrip were not used or useful to our customers after December 31, 2025, and as such should be prorated or disallowed. As a result, we are required to issue a refund to customers of $9 million, either in a lump sum or spread over up to three months. We are required to file a compliance filing by March 31, 2026 detailing the 2025 Colstrip investments and customer refunds.

Idaho General Rate Cases

2023 General Rate Cases

In August 2023, the IPUC approved the multi-party settlement agreement designed to increase annual base electric revenues by $22 million, or 8.0 percent, effective in September 2023, and $4 million, or 1.4 percent, effective in September 2024. The agreement was designed to increase annual base natural gas revenues by $1 million, or 2.7 percent, effective in September 2023, and a negligible increase effective in September 2024.

The settlement was based on an ROE of 9.4 percent, with a common equity ratio of 50 percent, and an ROR of 7.19 percent.

2025 General Rate Cases

In August 2025, the IPUC approved the all-party settlement agreement designed to increase annual base electric revenues by $20 million, or 6.3 percent, effective September 2025, and $15 million, or 4.5 percent, effective September 2026. For natural gas, the agreement was designed to increase annual base natural gas revenues by $5 million, or 9.2 percent, effective September 2025, and decrease annual base natural gas revenues by $0.2 million, or 0.4 percent, effective September 2026.

The settlement was based on an ROE of 9.6 percent with a common equity ratio of 50 percent and an ROR of 7.28 percent.

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Oregon General Rate Cases

2024 General Rate Case

In May 2025, the OPUC approved the all-party settlement agreement designed to increase annual base revenues by $4 million, or 5.0 percent, effective in September 2025. The settlement was based on an ROE of 9.5 percent with a common equity ratio of 50 percent and an ROR of 7.22 percent.

To mitigate the overall impact of the revenue increases on customers, $5 million of tax customer credits will be accelerated and returned to customers over a three-year period.

Future Oregon General Rate Cases

In July 2025, the Governor of Oregon signed House Bill 3179 into law which modifies certain provisions of law that relate to general rate case filings and cost recovery. The law, among other things, extends the length of time for the commission to suspend rates from a proposed effective date from nine to ten months, does not allow residential rate increases of any kind between November 1 and March 31, does not allow new rates to take effect from a proceeding where the return on equity is at issue within eighteen months of the prior rate effective date, authorizes (but does not require) securitization of “capital investments” that will cause rates to “rise by more than five percent” under specific circumstances, and calls for the OPUC to establish rules requiring utilities to establish a multiyear rate plan for rate revisions where a company’s return on equity is reviewed. Such rate plans must be no less than three years and no more than seven years in length. Rulemakings to institute these provisions started in September 2025 and will continue through 2026. We are analyzing the possible effects of this legislation, including how it will impact the timing of future rate case filings.

Power Cost Deferrals, Decoupling, Earnings Sharing Mechanisms, and Purchased Gas Adjustments

See "Note 23 of the Notes to Consolidated Financial Statements" for discussion of these regulatory mechanisms.

Alaska Electric Light and Power Company

2022 General Rate Case

In August 2023, the RCA issued a final order related to AEL&P’s electric general rate case, which was originally filed in July 2022.

The order reflected an ROE of 11.45 percent, a common equity ratio of 60.7 percent, and an ROR of 8.79 percent. AEL&P is required to file its next general rate case by August 2027.

Results of Operations - Overall

The following provides an overview of changes in our Consolidated Statements of Income. More detailed explanations are provided, particularly for operating revenues and operating expenses, in the business segment discussions (Avista Utilities, AEL&P and the other businesses) that follow this section.

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2025 compared to 2024

The following graph shows the total change in net income for 2025 to 2024, as well as the various factors that caused such change (dollars in millions):

Utility revenues increased as a result of the effects of general rate cases and customer and load growth. This was partially offset by decreased wholesale revenues associated with decreased electric sale prices, as well as decreases in natural gas rates associated with the PGA regulatory mechanism, which do not impact utility margin or net income. Additionally, the increase in electric revenue was partially offset by a refund to be issued to customers for adjustments related to Colstrip investments. See "Regulatory Matters" for further details regarding the Colstrip final order.

Electric utility resource costs decreased primarily due to decreased purchased power costs associated with decreased wholesale prices, as well as decreased amortizations of previously deferred costs. Electric utility resource costs also decreased due to the effects of the Washington general rate case and a lower level of authorized power supply costs resulting in increased deferrals of power supply costs. Natural gas utility resource costs decreased due to decreased commodity prices, as well as decreased amortization of previously deferred PGA costs. These decreases were offset by an increase in the amortization of costs associated with the CCA that are being recovered from customers.

Utility operating expenses increased due to increased employee salaries and benefits costs. In addition, net amortizations and deferrals associated with wildfire mitigation and insurance costs have increased, with corresponding increases to revenue which result in no impact to net income.

Utility depreciation and amortization increased primarily due to additions to utility plant.

Income tax expense increased primarily due to the decrease in tax customer credits which offset the bill impact of rate increases included in our prior general rate cases. Income tax expense also increased due to increased pre-tax net income compared to the prior year. See “Note 13 of the Notes to Consolidated Financial Statements” for further details and a reconciliation of our effective tax rate.

The decrease in earnings related to other is primarily due to increased net investment losses compared to the prior year. In addition, non-utility operating expenses increased due to updated estimates for an existing environmental remediation liability at one of our subsidiaries, which resulted in a pre-tax expense of $3 million in 2025.

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Non-GAAP Financial Measures

The following discussion for Avista Utilities includes two financial measures that are considered “non-GAAP financial measures,” electric utility margin and natural gas utility margin. In the AEL&P section, we also include a discussion of electric utility margin.

Generally, a non-GAAP financial measure is a numerical measure of a company's financial performance, financial position or cash flows that excludes (or includes) amounts that are included (excluded) in the most directly comparable measure calculated and presented in accordance with GAAP. Electric utility margin is electric operating revenues less electric resource costs, while natural gas utility margin is natural gas operating revenues less natural gas resource costs. The most directly comparable GAAP financial measure to electric and natural gas utility margin is utility operating revenues as presented in “Note 24 of the Notes to Consolidated Financial Statements.”

The presentation of electric utility margin and natural gas utility margin is intended to enhance understanding of our operating performance. We use these measures internally and believe they provide useful information to investors in their analysis of how changes in loads (due to weather, economic or other conditions), rates, supply costs and other factors impact our results of operations. Changes in loads, as well as power and natural gas supply costs, are generally deferred and recovered from customers through regulatory accounting mechanisms. Accordingly, the analysis of utility margin generally excludes most of the change in revenue resulting from these regulatory mechanisms. We present electric and natural gas utility margin separately below for Avista Utilities since each portion of our business has different cost sources, cost recovery mechanisms and jurisdictions, so we believe that separate analysis is beneficial. These measures are not intended to replace utility operating revenues as determined in accordance with GAAP as an indicator of operating performance. Reconciliations of operating revenues to utility margin are set forth below.

Results of Operations - Avista Utilities

Resource Optimization

We engage in resource optimization, which involves the selection from available energy resources to serve our load obligations and the use of these resources to capture economic value through wholesale market transactions, which is ultimately intended to lower net power and natural gas supply costs. Our resource optimization transactions can take the form of physical sales and purchases of electric capacity and energy and fuel for electric generation, purchases and sales of natural gas to optimize use of pipeline and storage capacity, as well as derivative transactions related to capacity, energy, fuel and fuel transportation. See Item 1. "Business - Avista Utilities - Electric Operations - General" and "Business - Avista Utilities - Natural Gas Operations - General".

We typically enter into multiple transactions simultaneously to capture value. Even though these transactions are considered together when determining the net impact, they are recorded in separate items within components of utility operating revenue and resource costs and can cause fluctuations in each item. Gains and losses on derivative contracts are included in certain line items below (such as wholesale sales and purchases of power and natural gas, sales of fuel, and other fuel costs). The ERM, PCA and PGAs are based on net supply costs and consider all transactions related to resource procurement and optimization (both physical and financial).

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2025 compared to 2024

Utility Operating Revenues

The following graphs present Avista Utilities' electric operating revenues and MWh sales for 2025 and 2024, respectively (dollars in millions and MWhs in thousands):

(1)

This balance includes public street and highway lighting, which is considered part of retail electric revenues, and deferrals/amortizations to customers related to federal income tax law changes.

Total electric operating revenues in the graph above include intracompany sales of $3 million and $4 million for 2025 and 2024, respectively.

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The following table presents the current year decoupling deferrals and the amortization of prior year decoupling deferrals reflected in utility electric operating revenues for the years ended December 31 (dollars in millions):

Electric Decoupling Revenues

Current year decoupling deferrals (a) $ — $ 5

Amortization of prior year decoupling deferrals (b) (1 ) 18

Total electric decoupling revenue $ (1 ) $ 23

(a)

Positive amounts are increases in decoupling revenue in the current year and will be surcharged to customers in future years. Negative amounts are decreases in decoupling revenue in the current year and will be rebated to customers in future years.

(b)

Positive amounts are increases in decoupling revenue in the current year and are related to the amortization of rebate balances that resulted in prior years and are being refunded to customers (causing a corresponding decrease in retail revenue from customers) in the current year. Negative amounts are decreases in decoupling revenue in the current year and are related to the amortization of surcharge balances that resulted in prior years and are being surcharged to customers (causing a corresponding increase in retail revenue from customers) in the current year.

Total electric revenues increased $43 million for 2025 as compared to 2024. The primary differences in the results for these periods were as follows:

•

a $122 million increase in retail electric revenues due to an increase in revenue per MWh (increased revenues $90 million), and an increase in total MWhs sold (increased revenues $32 million).

•

retail rates increased mainly due to the effects of our general rate cases.

•

retail sales volumes increased primarily due to customer growth.

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a $38 million decrease in wholesale electric revenues due to decreases in prices in the wholesale market (decreased revenues $68 million), partially offset by an increase in sales volumes (increased revenues $30 million). The change in volumes was due to increased opportunities to optimize our generation assets based on market conditions.

•

a $24 million decrease in electric decoupling revenue, primarily due to decreases of amortizations of prior year rebate balances compared to 2024. In addition, deferrals of surcharge balances decreased compared to 2024.

•

a $23 million decrease in other electric revenues, primarily resulting from a $9 million refund to be issued to customers for adjustments related to Colstrip investments, as well as decreased transmission and REC revenues.

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AVISTA CORPORATION

The following graphs present Avista Utilities' natural gas operating revenues and therms delivered for 2025 and 2024, respectively (dollars in millions and therms in thousands):

(1)

This balance includes interruptible and industrial revenues, which are considered part of retail natural gas revenues, and deferrals/amortizations to customers related to federal income tax law changes.

Total natural gas operating revenues in the graph above include intracompany sales of $9 million and $16 million for 2025 and 2024, respectively.

The following table presents the current year decoupling deferrals and the amortization of prior year decoupling balances reflected in natural gas operating revenues for the years ended December 31 (dollars in millions):

Natural Gas Decoupling Revenues

Current year decoupling deferrals (a) $ 30 $ 15

Amortization of prior year decoupling deferrals (b) (6 ) (3 )

Total natural gas decoupling revenue $ 24 $ 12

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(a)

Positive amounts are increases in decoupling revenue in the current year and will be surcharged to customers in future years. Negative amounts are decreases in decoupling revenue in the current year and will be rebated to customers in future years.

(b)

Positive amounts are increases in decoupling revenue in the current year and are related to the amortization of rebate balances that resulted in prior years and are being refunded to customers (causing a corresponding decrease in retail revenue from customers) in the current year. Negative amounts are decreases in decoupling revenue in the current year and are related to the amortization of surcharge balances that resulted in prior years and are being surcharged to customers (causing a corresponding increase in retail revenue from customers) in the current year.

Total natural gas revenues decreased $22 million for 2025 as compared to 2024. The primary differences in the results for these periods were as follows:

•

a $53 million decrease in retail natural gas revenues (including industrial, which is included in other) due to decreased retail rates (decreased revenues $43 million) and decreased sales volumes (decreased revenues $10 million). Retail rates decreased due to PGA rate decreases (which do not impact utility margin), partially offset by the effects of our general rate cases and net rate increases associated with the CCA. Residential use per customer decreased 5 percent and commercial use per customer decreased 4 percent compared to 2024 due to warmer weather in the fourth quarter.

•

a $9 million decrease in wholesale natural gas revenues due to a decrease in volumes (decreased revenues $10 million), partially offset by an increase in prices in the wholesale market (increased revenues $1 million).

•

a $12 million increase in decoupling revenues primarily due to increased surcharge deferrals in the current year resulting from lower customer usage.

•

a $27 million increase in other natural gas revenues primarily due to the amortization of previously deferred revenues associated with the sale of CCA emissions credits. We amortize the deferred revenues as they are passed on to customers through decreases in retail rates. The increase in other revenues was offset by decreased retail rates, resulting in no impact to utility margin, and a provision for earnings sharing related to natural gas operations in Washington, which resulted in a refund to be issued to customers.

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Utility Resource Costs

The following graph presents Avista Utilities' electric resource costs for 2025 and 2024, respectively (dollars in millions):

Total electric resource costs in the graph above include intracompany resource costs of $9 million and $16 million for 2025 and 2024, respectively.

Total electric resource costs decreased $69 million for 2025 as compared to 2024. The primary differences in the results for these periods were as follows:

•

a $12 million decrease in power purchased due to a decrease in prices in the wholesale market (decreased costs by $51 million), partially offset by an increase in the volume of power purchases (increased costs by $39 million). Prices during the first quarter of 2024 were elevated due to extreme cold temperatures in our region that created capacity constraints.

•

a $58 million decrease in other electric resource costs, primarily related to an increase in deferred costs, as well as a decrease in the amortization of previously deferred costs. The increase in deferred costs was primarily due to the effects of the Washington general rate case and a lower level of authorized power supply costs. This was partially offset by increased costs related to our customer assistance payment programs (low-income rate assistance and demand side management).

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AVISTA CORPORATION

The following graph presents Avista Utilities' natural gas resource costs for 2025 and 2024, respectively (dollars in millions):

Total natural gas resource costs in the graph above include intracompany resource costs of $3 million and $4 million for 2025 and 2024, respectively.

Total natural gas resource costs decreased $44 million for 2025 as compared to 2024. The primary differences in the results for these periods were as follows:

•

a $24 million decrease in natural gas purchased due to a decrease in the volume of purchases (decreased costs by $14 million) and a decrease in prices of natural gas in the wholesale market (decreased costs by $10 million).

•

a $20 million decrease in other costs, primarily due to a decrease in amortizations of previously deferred costs under our PGAs, partially offset by increased amortization of costs associated with the CCA that were recovered from customers (resulting in no impact to utility margin) and an increase in costs related to our customer assistance payment programs (low-income rate assistance and demand side management).

Utility Margin

The following table reconciles Avista Utilities' operating revenues, as presented in “Note 24 of the Notes to Consolidated Financial Statements”, to the Non-GAAP financial measure utility margin for the years ended December 31 (dollars in millions):

Electric Natural Gas Intracompany Total

Electric utility margin increased $112 million and natural gas utility margin increased $22 million.

Electric utility margin increased primarily due to the effects of general rate cases, customer growth, and non-decoupled load growth, partially offset by a $9 million refund to be issued to customers for adjustments related to Colstrip investments. See "Regulatory Matters" for further details regarding the Colstrip final order. Natural gas utility margin increased primarily due to the effects of general rate cases.

In 2025 and 2024, we had a pre-tax expense under the ERM of $14 million and $8 million, respectively. The increase is due to the lower level of base net power supply costs established in the most recent Washington general rate case.

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Intracompany revenues and resource costs represent purchases and sales of natural gas between our natural gas distribution operations and our electric generation operations (as fuel for our generation plants). These transactions are eliminated in the presentation of total results for Avista Utilities and in the consolidated financial statements but are included in the separate results for electric and natural gas presented above.

Results of Operations - Alaska Electric Light and Power Company

2025 compared to 2024

Net income for AEL&P was $6 million for 2025, compared to $8 million for 2024.

The following table presents AEL&P's operating revenues, resource costs and resulting utility margin for the years ended December 31 (dollars in millions):

Electric

Operating revenues $ 47 $ 50

Resource costs 2 4

Utility margin $ 45 $ 46

Utility margin decreased in 2025 primarily due to lower sales volumes. The decrease in utility margin resulted in a decrease in net income in 2025 compared to 2024. Utility margin is a non-GAAP financial measure. See "Non-GAAP Financial Measures" above.

Results of Operations - Other Businesses

2025 compared to 2024

Our other businesses had a net loss of $14 million for 2025 compared to a net loss of $7 million for 2024. The fluctuation in results is primarily related to higher net investment losses. Approximately 75 percent of investment losses in 2025 were related to investments in clean technology. That sector was negatively impacted by shifting public policy and sentiment, leading to decreased valuations of underlying holdings in these investments. Approximately 25 percent of investment losses in 2025 were due to dilution of our ownership percentage resulting from issuance of new shares.

In 2025, we updated our estimates for an existing environmental remediation liability at one of our subsidiaries, which resulted in a pre-tax expense of $3 million.

Accounting Standards to be Adopted in 2026

We are not expecting the adoption of accounting standards to have a material impact on our financial condition, results of operations and cash flows in 2026. For more information on accounting standards expected to be adopted in future periods, see "Note 2 of the Notes to the Consolidated Financial Statements".

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions that affect amounts reported in the consolidated financial statements. Changes in these estimates and assumptions are considered reasonably possible and may have a material effect on our consolidated financial statements and thus actual results could differ from the amounts reported and disclosed herein. The following accounting policies represent those that management believes are particularly important to the consolidated financial statements and require the use of estimates and assumptions:

•

Regulatory accounting, in accordance with ASC Topic 980, Regulated Operations, among other things, requires that costs and/or obligations that, in our judgment, are probable of recovery through rates charged to customers, but are not yet reflected in rates, not be reflected in our Consolidated Statements of Income until the period in which they are reflected in rates and matching revenues are recognized. Meanwhile, these costs and/or obligations are deferred and reflected on our Consolidated Balance Sheets as regulatory assets or liabilities. We generally receive regulatory orders before deferring costs as regulatory assets and liabilities; however, in certain instances in which

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we have regulatory precedent, we may not request an order before deferring the costs. If, due to changed circumstances, we no longer met the criteria to apply regulatory accounting or if we were no longer allowed to recover these costs, we would be required to recognize significant write-offs of regulatory assets and liabilities in the Consolidated Statements of Income. See “Notes 1, 4 and 23 of the Notes to Consolidated Financial Statements” for further discussion of our regulatory accounting policy and mechanisms.

•

Pension plans and other postretirement benefit plans, discussed in further detail below.

•

Equity investments, specifically valuations performed to determine the fair value of certain investment holdings, require judgment in the selection of assumptions used to estimate fair value of investments for which there is not a quoted active market price. We primarily use a market approach to determine fair value of an investment, and transactions involving comparable securities may need to be adjusted to estimate our investment's fair value. See “Notes 7 and 18 of the Notes to Consolidated Financial Statements” for further discussion of our equity investments and method for determining their fair value.

•

Contingencies, related to unresolved regulatory, legal and tax issues as to which there is inherent uncertainty for the ultimate outcome of the respective matter. We accrue a loss contingency if it is probable that an asset is impaired or a liability has been incurred and the amount of the loss or impairment can be reasonably estimated. To the extent material, we also disclose losses that do not meet these conditions for accrual, if there is a reasonable possibility that a potential loss may be incurred. For all material contingencies, we have made a judgment as to the probability of a loss occurring and as to whether or not the amount of the loss can be reasonably estimated. However, no assurance can be given as to the ultimate outcome of any contingency. See “Notes 1 and 22 of the Notes to Consolidated Financial Statements” for further discussion of our commitments and contingencies.

Pension Plans and Other Postretirement Benefit Plans - Avista Utilities

We have a defined benefit pension plan covering substantially all regular full-time employees at Avista Utilities hired prior to January 1, 2014 and regular full-time union employees that were hired prior to January 1, 2024. See “Note 12 of the Notes to Consolidated Financial Statements” for further discussion of these individual plans.

Pension cost (including the SERP) was $11 million for 2025, $7 million for 2024 and $9 million for 2023. Of our pension cost (excluding the SERP), approximately 55 percent is expensed and 45 percent is capitalized consistent with labor charges. The cost related to the SERP is expensed. Our cost for the pension plan is determined in part by actuarial formulas that are dependent upon numerous factors resulting from actual plan experience and assumptions of future experience.

Pension cost is affected by among other things:

•

employee demographics (including age, compensation and length of service by employees),

•

the amount of cash contributions to the pension plan,

•

the actual return on pension plan assets,

•

expected return on pension plan assets,