| 1. |
Executive Summary1
|
| A. |
Brief description of the areas of activity
|
| B. |
Change in the Company’s presentation currency from the shekel to the U.S. dollar
|
| 1 |
The executive summary below is presented solely for convenience and it is not a substitute for reading the full detail (including with reference to the matters referred to in the summary) as stated in this
report with all its parts (including warnings relating to “forward‑looking” information as it is defined in the Securities Law, 1968 (“the Securities Law”), definitions or explanations with respect to the indices for measurement of the
results and including the information included by means of reference, as applicable). This summary includes estimates, plans and assessment of the Company, which constitute “forward‑looking” information regarding which there is no certainty
they will materialize and the readers are directed to the detail presented in the relevant sections.
|
| 2 |
It is noted that the Company’s presentation currency does not impact its functional currency and the functional currency of its significant subsidiaries. Accordingly, as at the date of the report, the functional currency of the Company
and the companies operating in Israel (OPC Power and its subsidiaries) continues to be the shekel whereas the functional currency of the companies operating in the United States (ICG and its subsidiaries and the CPV Group) continues to be
the Dollar.
|
| 1. |
Executive Summary1 (Cont.)
|
| C. |
Main financial parameters (in millions of dollars)
|
|
For the
|
||||
|
Three Months Ended
|
||||
|
March 31
|
||||
|
2026
|
2025
|
%
|
||
|
Consolidated
|
EBITDA after proportionate consolidation
|
124
|
113
|
10%
|
|
Net income
|
14
|
25
|
(44%)
|
|
|
Adjusted net income
|
33
|
28
|
18%
|
|
|
FFO
|
(21)
|
89
|
(124%)
|
|
|
Adjusted FFO
|
75
|
69
|
9%
|
|
|
Israel
|
EBITDA
|
44
|
38
|
16%
|
|
FFO
|
24
|
53
|
(55%)
|
|
|
Adjusted FFO
|
27
|
29
|
(7%)
|
|
|
U.S.
|
EBITDA after proportionate consolidation
|
83
|
77
|
8%
|
|
FFO
|
(34)
|
41
|
(183%)
|
|
|
Adjusted FFO
|
53
|
48
|
10%
|
|
|
EBITDA after proportionate consolidation –
Energy Transition
|
88
|
77
|
14%
|
|
|
EBITDA after proportionate consolidation –
Renewable Energies
|
11
|
7
|
57%
|
|
| * |
EBITDA, EBITDA after proportionate consolidation, adjusted net income, FFO and adjusted FFO (Funds From Operations) are non‑IFRS financial measures – for definitions and the manner of their calculation – see Sections 4B and 4A(3) below.
|
| 1. |
Executive Summary1 (Cont.)
|
| D. |
Main developments in the first quarter of 2026 and thereafter
|
|
Israel
|
Hadera expansion project in advanced development (combined cycle) with a capacity of 850 megawatts – in February 2026, the
Company signed a binding agreement for acquisition of the main equipment and a maintenance agreement with GE and is taking action to complete the undertaking in the other project agreements (equipment, construction, and financing) and to
complete receipt of all the required approvals and permits and to reach the financial closing (some of which had received as at the approval date of the report) by the end of the second quarter of 2026. For details – see Section 5A(2)
below.
|
|
Ramat Beka project in advanced development (solar with a capacity of about 550 megawatts with integrated storage of about 3,850
megawatt-hours) – in March 2026, the approved plan was published by the government in the Official Records. The Company is taking action to complete the undertaking in the project agreements (construction, equipment and financing)
and to obtain all the required approvals and permits, and it expects to make the payment to Israel Lands Authority for the project’s areas by the end of the second quarter of 2026. For details – see Section 5A(2) below.
|
|
|
Expansion of activities in the area of supply of electricity to Data Centers – undertaking in a long‑term PPA agreement with a
leading consumer in the area with a capacity that could gradually reach about 460 megawatts in the upcoming years.
|
|
|
Natural gas activities with carbon capture potential in the U.S.
|
Acquisition of the remaining rights (30%) in the Basin Ranch – in February 2026 the acquisition was completed and starting from
this date the project is consolidated in the CPV Group’s and the Company’s financial statements. In this regard, the corporate loan of the CPV Group from Bank Leumi was increased by about $300 million to about $430 million. For details –
see Section 5B(1) below.
|
|
Increase in the pipeline (backlog) of natural gas projects to about 8.7 gigawatts (the share of the CPV Group – about 7.4 gigawatts)
alongside the continued accelerated development of the Shay Project in the PJM market (combined cycle with a capacity of 2.1 gigawatts in West Virginia – the share of CPV is 70%), which is being advanced in licensing and
grid interconnection processes and is expected to enter into an interconnection agreement in early 2027. In addition, a slot reservation agreement for significant equipment has been signed and CPV Group is evaluating and taking actions to
position the project to meet the eligibility requirements for participation in the RBP mechanism. For further details, see Section 5B(2) below.
|
| 1. |
Executive Summary1 (Cont.)
|
| D. |
Main developments in the first quarter of 2026 and thereafter (Cont.)
|
|
Energy Transition in the U.S.
|
Execution of the strategy to increase the holdings and obtain control over natural gas‑fired power plants: (1) in January
2026, acquisition of the remaining rights (11%) in the Shore power plant (a combined cycle power plant with a capacity of 725 megawatts in PJM); and (2) in May 2026, acquisition of the remaining interest (25%) in the Maryland power plant
(combined cycle with a capacity of 745 megawatts in PJM) in exchange for sale of the rights (10%) in the Three Rivers power plant (combined cycle with a capacity of 1,258 megawatts in PJM) with payment of an immaterial amount.
|
|
Refinancing of the Valley power plant (combined cycle with a capacity of 720 megawatts in New York) – in February 2026, a
refinancing transaction was completed whereby the margin was reduced to 2.75%, the cash sweep rate was reduced from 100% to a leverage‑based mechanism as is customary in the TLB market, and a dividend was distributed to the partners /
shareholders’ loans were repaid, in the amount of about $100 million (the CPV Group’s share – about $50 million). For additional details – see Section 6A(3) below.
|
|
|
Capacity auctions and regulatory processes in PJM – in April 2026, FERC approved the extension of the maximum and minimum limits
(collar) for two additional capacity auctions in the period from June 1, 2028 through May 31, 2030. In addition, in April 2026 PJM published an initial proposal for an emergency procurement for acquisition of additional available capacity
through a Reliability Backstop Procurement (“RBP”), in order to provide a response to the expected shortage of capacity deriving from an increase in the demand for electricity. The proposal includes procurement processes of about
15 gigawatts for capacity contracts for periods of up to 15 years. The RBP design has not yet been formulated and is subject to, among other things, regulatory approvals. For details – see Section 3C below.
|
|
|
Renewable Energies in the U.S.
|
As at the approval date of the report, the CPV Group took action in an attempt to assure compliance with Safe Harbor conditions for projects in the scope of
1.9 gigawatts (share of the CPV Group – about 1.3 gigawatts). For details – see Section 5C(2) below.
|
|
U.S.
headquarters
|
Long‑term incentive plan for employees of the CPV Group – as part of the plan, which was granted in 2021 and vested over a
period of five years, in March 2026 profit participation units were exercised that were granted to employees of the CPV Group, in the amount of about $70 million. In addition, a new long‑term incentive plan was approved for employees of the
CPV Group with vesting periods up to the beginning of 2031. For details – see Note 7F to the Interim Statements.
|
| 1. |
Executive Summary1 (Cont.)
|
| D. |
Main developments in the first quarter of 2026 and thereafter (Cont.)
|
|
Group
headquarters
|
Raising of capital – in March 2026, the Company completed a capital raise with gross proceeds of about $257 million (about
NIS 800 million). The proceeds of the issuances were designated for the continued growth and development of the Company’s business.
|
|
Increase of the investment commitment in the CPV Group – in March 2026, a process was completed of increase of the investment
commitment of the Company and the other partners in the CPV Group in connection with the financial close of the Basin Ranch power plant and transactions for increasing the holdings in the natural gas‑fired power plants, in the aggregate
amount of about $502 million. For details – see Note 23A(3) to the Annual Financial Statements.
|
|
|
Improvement of the credit rating – in May 2026, Midroog affirmed the credit rating of the Company and of its debentures at the
level of A1.il and updated the rating outlook from stable to positive in light of the strengthening of the Company’s financial profile. For details – see Section 6C below.
|
|
|
Early partial redemption (prepayment) of the debentures (Series B) – in May 2026, the Company’s Board of Directors decided to make a partial early prepayment of
the debentures (Series B), in the total amount of about $70 million (about NIS 200 million), to be executed in the beginning of June 2026.
|
| 1. |
Executive Summary1 (Cont.)
|
| E. |
Portfolio of about 18.83 GW and about 11.7 GWh of storage (for details – see Section 5 below)
|

| (1) |
The projects in the United States that are held by associated companies are presented according to the CPV’s Group relative ownership interest in each project.
|
| (2) |
The Maryland and Three Rivers power plants are presented based on the share of the CPV Group as at the approval date of the report (which is 100% and 0%, respectively).
|
| 3 |
The data included in this report relating to the capacity of the renewable‑energy projects using solar technology is in MWdc.
|
| 1. |
Executive Summary1 (Cont.)
|
| E. |
Portfolio of about 18.83 GW and about 11.7 GWh of storage (for details – see Section 5 below) (Cont.)
|

| 2. |
Main Developments in the Business and Regulatory Environment in Israel
|
| A. |
Update of electricity tariffs
|
|
Period
|
2026
|
2025
|
Change
|
|
January–March average
|
28.90
|
29.39
|
(2.4%)
|
| B. |
Security, Political and Geopolitical Instability in Israel
|
| 4 |
The Company’s estimates with respect to the impact of the Decision is “forward‑looking” information as it is defined in the Securities Law, for which there is no certainty of their realization.
Ultimately, the impacts could be different due to, among other things, the market conditions, changes impacting the components of the tariffs, regulator changes/factors that impact the electricity market.
|
| 2. |
Main Developments in the Business and Regulatory Environment in Israel (Cont.)
|
| B. |
Security, Political and Geopolitical Instability in Israel (Cont.)
|
| 3. |
Main Developments in the Business and Regulatory Environment in the U.S.
|
| A. |
Electricity and natural gas prices
|
| 3. |
Main Developments in the Business and Regulatory Environment in the U.S. (Cont.)
|
| A. |
Electricity and natural gas prices (Cont.)
|
|
Set forth below are the average natural gas prices in each of the main markets in which the power plants of the CPV Group operate (the prices are denominated in dollars per MMBtu)*:
|
|
For the three months ended
|
|||||
|
Region
|
March 31
|
||||
|
(Power Plant)
|
2026
|
2025
|
Change
|
||
|
Texas Eastern M‑3 (Shore, Valley – 70%)
|
9.61
|
6.42
|
50%
|
||
|
Transco Zone 5 North (Maryland)
|
8.36
|
6.06
|
38%
|
||
|
Dominion South Pt (Valley – 30%)
|
4.73
|
3.74
|
26%
|
||
|
Algonquin City Gate (Towantic)
|
14.08
|
11.83
|
19%
|
||
|
Texas Eastern M‑3 and Texas Eastern M‑2 (Fairview)**
|
9.61
|
3.83
|
151%
|
||
|
Chicago City Gate (Three Rivers)
|
5.34
|
4.00
|
34%
|
||
|
Waha (Basin Ranch)***
|
(1.09)
|
1.81
|
(160%)
|
||
| * |
Source: The Day‑Ahead prices at gas Midpoints as reported in Platt’s Gas Daily. It is clarified that the actual gas prices of the power plants of the CPV Group could be significantly different.
|
| ** |
Commencing from the third quarter of 2025, Fairview has started acquiring natural gas that is priced based on the Texas Eastern M‑3 transmission region. Accordingly, the comparison between the gas prices in the first quarter of 2026 and
the corresponding quarter last year reflects prices from two different transmission regions – Texas Eastern M-‑3 compared with Texas Eastern M-‑2, respectively. For additional details – see Appendix A below.
|
| *** |
The Basin Ranch project is under construction. For details – see Section 5B(1) below.
|
| 3. |
Main Developments in the Business and Regulatory Environment in the U.S. (Cont.)
|
| A. |
Electricity and natural gas prices (Cont.)
|
|
For the Three Months Ended
|
|||||
|
Region
|
March 31
|
||||
|
(Power Plant)
|
2026
|
2025
|
Change
|
||
|
PJM West (Shore, Maryland)
|
97.42
|
53.90
|
81%
|
||
|
New York Zone G (Valley)
|
119.58
|
88.85
|
35%
|
||
|
Mass Hub (Towantic)
|
117.36
|
102.78
|
14%
|
||
|
PJM AEP Dayton (Fairview)
|
70.66
|
47.91
|
47%
|
||
|
PJM ComEd (Three Rivers)
|
51.13
|
35.24
|
45%
|
||
|
ERCOT West Hub (Basin Ranch)**
|
39.42
|
35.24
|
12%
|
||
| * |
Based on Day‑Ahead prices as published by the relevant ISO.
|
| ** |
The Basin Ranch power plant, the construction of which commenced in October 2025. For details – see Section 5B(1) below.
|
| 3. |
Main Developments in the Business and Regulatory Environment in the U.S. (Cont.)
|
| A. |
Electricity and natural gas prices (Cont.)
|
|
For the Three Months Ended
|
|||
|
March 31
|
|||
|
Power Plant5
|
2026
|
2025
|
Change
|
|
Shore
|
31.11
|
9.60
|
224%
|
|
Maryland
|
39.74
|
12.09
|
229%
|
|
Valley
|
63.37
|
50.10
|
26%
|
|
Towantic
|
25.84
|
25.89
|
0%
|
|
Fairview**
|
8.20
|
23.02
|
(64%)
|
|
Three Rivers
|
16.42
|
9.24
|
78%
|
|
Basin Ranch***
|
46.51
|
19.47
|
139%
|
| * |
Based on electricity prices as shown in the above table, with assuming a thermal conversion ratio (heat rate) of 6.9 MMBtu/MWh for Maryland, Shore and Valley, and a thermal conversion ratio of 6.5 MMBtu/MWh for Three Rivers, Fairview,
Towantic and Basin Ranch. It is clarified that the actual energy margins of the power plants of the CPV Group could be significantly different due to, among other things, the existence of Power Basis and a different breakdown in the scope
of the electricity sold in the peak and off‑peak hours in CPV’s power plants and that shown above (which was calculated in the above table based on the assumption of generation in all the hours of the 24‑hour period).
|
| ** |
Commencing from the third quarter of 2025, Fairview has started acquiring natural gas that is priced based on the Texas Eastern M‑3 transmission region. Accordingly, the above table presents the electricity margin in the Period of the
Report, which is calculated on the basis of the gas price in the Texas Eastern M‑3 transmission region, compared with the electricity margin in the corresponding period last year, which is calculated on the basis of the gas price in the
Texas Eastern M‑2 transmission region.
|
| *** |
The Basin Ranch power plant is under construction. For details – see Section 5B(1) below.
|
| 3. |
Main Developments in the Business and Regulatory Environment in the U.S. (Cont.)
|
| A. |
Electricity and natural gas prices (Cont.)
|
| B. |
Carbon Emissions Tax – Regional Greenhouse Gas Initiative (RGGI)
|
|
Average for the
|
|||
|
Three Months Ended
|
|||
|
March 31
|
|||
|
2026
|
2025
|
Change
|
|
|
Price of carbon emission tax in the RGGI auctions
($ per short ton / 2,000 pounds)*
|
26.73
|
20.05
|
33%
|
|
Cost of the carbon emission tax (in terms of gas cost)
($ per MMBtu)**
|
1.59
|
1.19
|
33%
|
| * |
The prices of the carbon emissions tax are presented under the assumption that the price of the auction that is held prior to a certain quarter represents the price of the carbon emissions tax for the subsequent quarter. For example, the
auction held in December 2025 represents the price for the first quarter of 2026. It is noted that the actual price of the carbon emissions tax could be different than the auction prices as a result of transactions made in the secondary
market.
|
| ** |
The cost of the carbon emissions tax (in terms of gas cost) is calculated under the assumption of emissions of carbon dioxide with a reference (ratio) of 119 MMBtu/lbs. It is noted that the actual carbon dioxide emissions ratio varies
between the different power plants, and in the estimation of the CPV Group a ratio of 119 MMBtu/lbs. is a representative ratio for natural gas-fired power plants.
|
| 3. |
Main Developments in the Business and Regulatory Environment in the U.S. (Cont.)
|
| B. |
Carbon Emissions Tax – Regional Greenhouse Gas Initiative (RGGI) (Cont.)
|
| C. |
Capacity revenues
|
|
Sub-region
|
CPV Power Plants
|
(3)2027/2028
|
(2)2026/2027
|
(1)2025/2026
|
2024/2025
|
|
PJM RTO
|
Three Rivers, Backbone
|
333.44
|
329.17
|
269.92
|
28.92
|
|
PJM MAAC
|
Fairview, Maryland,
Maple Hill
|
333.44
|
329.17
|
269.92
|
49.49
|
|
PJM EMAAC
|
Shore
|
333.44
|
329.17
|
269.92
|
54.95
|
|
Source: PJM
|
| (1) |
Reflects estimated additional revenues for the CPV Group for the period of the auction compared with the corresponding period last year of about $98 million6.
|
| (2) |
Reflects estimated additional revenues for the CPV Group in the 2026/2027 auction compared with the 2025/2026 auction of about $18 million6.
|
| (3) |
Reflects estimated additional revenues for the CPV Group in the 2027/2028 auction compared with the 2026/2027 auction of about $2 million6.
|
| 6 |
That stated in this section with respect to the estimates of the CPV Group constitutes “forward‑looking” information as it is defined in the Securities Law, regarding which there is no certainty it will be
realized. Ultimately, the revenues of the CPV Group from capacity could change (even significantly) as a result of, among other things, regulatory changes, operational factors, regulatory arrangements applicable to capacity regarding fines
or bonuses, changes in the business environment and/or the occurrence of one or more of the risk factors the CPV Group is exposed to.
|
| 3. |
Main Developments in the Business and Regulatory Environment in the U.S. (Cont.)
|
| C. |
Capacity revenues (Cont.)
|
| – |
Stage 1 – Bilateral arrangements between generators and consumers, facilitated by PJM, which is expected to take place between September 2026 and March 2027; and
|
| – |
Stage 2 – Centralized procurement led by PJM, which is expected to begin in March 2027, for the balance of the available capacity that is not secured though the bilateral stage. The centralized procurement is expected to include
contracts for capacity only for periods of up to 15 years, where the eligibility is expected to be limited solely to new resources, including new-build generation, upgrades, conversions and demand response solutions, which are expected to
reach commercial operation by June 1, 2031.
|
| 7 |
For further details, see PJM’s publication dated April 16, 2026: https://www.pjm.com/-/media/DotCom/committees-groups/cifp-rbp/2026/20260416/20260416-item-05---pjm-reliability-backstop-procurement-proposal---paper.pdf
|
| 3. |
Main Developments in the Business and Regulatory Environment in the U.S. (Cont.)
|
| C. |
Capacity revenues (Cont.)
|
|
Sub-Area
|
CPV Power
Plants
|
Summer 2026
|
Winter 2025/2026
|
Summer 2025
|
Winter 2024/2025
|
|
NYISO
Rest of the Market
|
–
|
174.46
|
89.83
|
153.26
|
66.30
|
|
Lower Hudson Valley
|
Valley
|
174.46
|
89.83
|
153.26
|
66.30
|
| 8 |
For further details, see PJM’s publication dated May 6, 2026:
https://www.pjm.com/-/media/DotCom/library/reports-notices/special-reports/2026/20260506-powering-reliability-through-market-design.pdf
|
| 3. |
Main Developments in the Business and Regulatory Environment in the U.S. (Cont.)
|
| C. |
Capacity revenues (Cont.)
|
|
Sub-Region
|
CPV Power Plants
|
2027/2028
|
2026/2027
|
2025/2026
|
|
ISO-NE
Rest of the Market
|
Towantic
|
117.70
|
85.15
|
85.15
|
| D. |
Changes in the government’s policies and legislation of the One Big Beautiful Bill in the U.S. – for additional information regarding the impacts of the changes in the federal policies of the U.S. government, including with
respect to reduction of the government’s support of renewable energies, changes in the federal tax benefits, imposition of tariffs and the uncertainty created thereby, as well as the impacts of legislation of the One Big Beautiful Bill on
the activities of the CPV Group in the areas of natural gas and renewable energies – see Section 3D of the Report of the Board of Directors for 2025 and Section 8.1.3.1 of Part A of the Periodic Report for 2025. For additional details
regarding the possible impact on development projects, including on the forecasted start dates of the construction and the feasibility of the projects – see also Section 5C(2) below.
|
| 4. |
Analysis of the results of operations for the Three Months Ended March 31, 2026 (in millions of dollars)
|
| A. |
Consolidated statement of income
|
|
Section
|
For the Three Months Ended
|
|
|
March 31
|
||
|
*2026
|
2025
|
|
|
Revenues from sales and provision of services (1)
|
317
|
183
|
|
Cost of sales and provision of services (without depreciation and amortization) (2)
|
(245)
|
(139)
|
|
Depreciation and amortization
|
(24)
|
(17)
|
|
Gross profit
|
48
|
27
|
|
Share in earnings of associated companies
|
34
|
38
|
|
Administrative and general expenses
|
(23)
|
(15)
|
|
Business development expenses
|
(2)
|
(1)
|
|
Other expenses, net
|
(17)
|
(3)
|
|
Operating income
|
40
|
46
|
|
Financing expenses, net
|
(20)
|
(13)
|
|
Income before taxes on income
|
20
|
33
|
|
Income tax expenses
|
(6)
|
(8)
|
|
Net income for the period (3)
|
14
|
25
|
|
Attributable to:
|
||
|
The Company’s shareholders
|
12
|
18
|
|
Holders of non‑controlling interests
|
2
|
7
|
| * |
Starting from January and February 2026, the Company has commenced consolidating the Shore and Basin Ranch (under construction) power plants, respectively, in its financial
statements. For additional details – see Notes 6A and 6B to the Interim Statements.
|
| 4. |
Analysis of the results of operations for the Three Months Ended March 31, 2026 (in millions of dollars) (Cont.)
|
| A. |
Consolidated statement of income (Cont.)
|
|
Revenues
|
For the Three
|
Board’s Explanations
|
|
|
Months Ended
|
|||
|
March 31
|
|||
|
2026
|
2025
|
||
|
Revenues in Israel
|
|||
|
Revenues from sale of energy to private customers
|
96
|
78
|
An increase, in the amount of about $22 million, compared with the corresponding period last year,
stems mainly from an increase of about $10 million relating to an increase in customer consumption, and an increase of about $12 million due to a sharp drop in the average shekel/dollar exchange rate.
|
|
Revenues from sale of energy to the System Operator and to other suppliers
|
15
|
14
|
|
|
Revenues in respect of capacity payments
|
10
|
9
|
|
|
Revenues from sale of energy at cogeneration tariff
|
3
|
5
|
|
|
Revenues from sale of steam
|
4
|
4
|
|
|
Total revenues from sale of energy and others in Israel (without infrastructure services)
|
128
|
110
|
|
|
Revenues from private customers in respect of infrastructure services
|
53
|
36
|
An increase, in the amount of about $17 million, compared with the corresponding period last year,
stems mainly from an average increase in the tariffs at the rate of about 15%.
|
|
Total revenues in Israel
|
181
|
146
|
|
|
Revenues in the U.S.
|
|||
|
Revenues from generation and sale of electricity (Energy Transition)
|
84
|
–
|
The increase stems from the first‑time consolidation of the Shore power plant starting from January
2026.
|
|
Revenues in respect of capacity payments (Energy Transition)
|
14
|
–
|
The increase stems from the first‑time consolidation of the Shore power plant starting from January
2026.
|
|
Realization of derivatives for hedging electricity prices (Energy Transition)
|
(30)
|
–
|
The increase stems from the first‑time consolidation of the Shore power plant starting from January
2026.
|
|
Revenues from sale of electricity (Retail) activities
|
56
|
25
|
The increase stems mainly from an increase in the scope of the retail activities.
|
|
Revenues from provision of services and others
|
12
|
12
|
|
|
Total revenues in the U.S.
|
136
|
37
|
|
|
Total revenues
|
317
|
183
|
|
| 4. |
Analysis of the results of operations for the Three Months Ended March 31, 2026 (in millions of dollars) (Cont.)
|
| A. |
Consolidated statement of income (Cont.)
|
| (2) |
Changes in the consolidated cost of sales and provision of services:
|
|
Cost of Sales and
Provision of Services
|
For the Three
Months Ended
|
Board’s Explanations
|
|
|
March 31
|
|||
|
2026
|
2025
|
||
|
Cost of sales in Israel
|
|||
|
Natural gas and diesel oil
|
51
|
47
|
|
|
Expenses in respect of acquisition of energy
|
12
|
7
|
|
|
Cost of transmission of gas
|
4
|
4
|
|
|
Salaries and related expenses
|
4
|
2
|
|
|
Operating expenses
|
7
|
8
|
|
|
Total cost of sales in Israel without infrastructure services
|
78
|
68
|
|
|
Expenses in respect of infrastructure services
|
53
|
36
|
For details – see the explanation of the change in the revenues in respect of infrastructure services.
|
|
Total cost of sales in Israel
|
131
|
104
|
|
|
Cost of sales and services in the U.S.
|
|||
|
Cost of natural gas including RGGI (Energy Transition)
|
73
|
–
|
The increase stems from the first‑time consolidation of the Shore power plant starting from January 2026.
|
|
Operating expenses
(Energy Transition)
|
5
|
–
|
The increase stems from the first‑time consolidation of the Shore power plant starting from January 2026.
|
|
Realization of derivatives for hedging gas prices (Energy Transition)
|
(33)
|
-
|
The increase stems from the first‑time consolidation of the Shore power plant starting from January 2026.
|
|
Cost of sales in respect of sale of electricity (Retail)
|
58
|
24
|
The increase stems mainly from an increase in the scope of the retail activities.
|
|
Cost of sales in respect of provision of services and others
|
11
|
11
|
|
|
Total cost of sales and provision of services in the U.S.
|
114
|
35
|
|
|
Total cost of sales and provision of services
|
245
|
139
|
|
| 4. |
Analysis of the results of operations for the Three Months Ended March 31, 2026 (in millions of dollars) (Cont.)
|
| A. |
Consolidated statement of income (Cont.)
|
| (3) |
Consolidated net income and consolidated adjusted net income
|
| 1. |
Definitions
|
| 4. |
Analysis of the results of operations for the Three Months Ended March 31, 2026 (in millions of dollars) (Cont.)
|
| A. |
Consolidated statement of income (Cont.)
|
| (3) |
Consolidated net income and consolidated adjusted net income (Cont.)
|
| 2. |
Analysis of the change (in millions of dollars)
|
| (1) |
For an analysis of the change in the EBITDA after proportionate consolidation in the various segments in the Period of the Report compared with the corresponding period last year, see Sections B - E below.
|
| (2) |
Stems mainly from a loss, in the amount of about $12 million (after taxes), resulting from reclassification of balances of capital reserves and other comprehensive income (mostly in respect of hedging the electricity margin) to the
statement of profit and loss due to the initial consolidation of the Shore power plant and a loss of a non‑recurring nature in associated companies.
|
| 4. |
Analysis of the results of operations for the Three Months Ended March 31, 2026 (in millions of dollars) (Cont.)
|
| B. |
EBITDA, FFO (Funds From Operations) and net cash flows after debt service
|
| 1. |
Definitions
|
| – |
EBITDA indices
|
| – |
“FFO” (Funds From Operations) – with respect to active projects – cash flows from current operating activities for the period (including changes in working capital) and less investments in property, plant and equipment and
periodic maintenance costs that are not included in the operating activities and less net interest payments. With respect to the rest of the Group’s activities – cash flows from current operating activities for the period (including changes
in working capital) and less net interest payments (to the extent they do not relate to projects under construction). It is clarified that investments in property, plant and equipment (under construction and/or in development) including the
net interest payments in respect thereof, are not included in FFO.
|
| – |
“Adjusted FFO” – the “FFO” less the impacts of changes in working capital and receipts or payments of a non‑recurring nature or that are not in the ordinary course of business.
|
| – |
“Net cash flows after service of debt” – the “FFO” less/plus payment of principal in respect of financial debt or taking out of project debt and non‑project debt (loans and/or debentures), and after adjustments for a change in
other credit from banks and a change in cash, including cash restricted for debt service and deposits.
|
| 9 |
It is clarified that income in respect of lost profits is included in EBITDA in the consolidated statements.
|
| 4. |
Analysis of the results of operations for the Three Months Ended March 31, 2026 (in millions of dollars) (Cont.)
|
| B. |
EBITDA, FFO (Funds From Operations) and net cash flows after debt service (Cont.)
|
| 1. |
Definitions (Cont.)
|
| 10 |
It is noted that other companies might define EBITDA and FFO indices differently.
|
| 11 |
Pursuant to the Company’s dividend distribution policy, which was adopted by a decision of the Company’s Board of Directors in July 2017, it was determined that the Company will distribute, subject to the provisions of law and the
discretion of the Board of Directors, an annual dividend at the rate of at least 50% of the net after‑tax income. In 2024, the Company’s Board of Directors decided to suspend implementation of the dividend distribution policy for a period
of two years, in light of the Company’s growth strategy and the targets for expansion of its activities, while taking into account its business needs and preservation of its financial strength. In the decision of the Company’s Board of
Directors in March 2026, the suspension of the dividend distribution policy was extended for an additional at least two years, that is, at least up to March 2028, where at the end of this period the Board of Directors will consider
restarting of the said policy and the conformance thereof to the circumstances as they will be.
|
| 4. |
Analysis of the results of operations for the Three Months Ended March 31, 2026 (in millions of dollars) (Cont.)
|
| B. |
EBITDA, FFO (Funds From Operations) and net cash flows after debt service (Cont.)
|
| 2. |
Calculation of EBITDA
|
|
For the
|
||
|
Three Months Ended
|
||
|
March 31
|
||
|
Revenues from sales and provision of services
|
317
|
183
|
|
Cost of sales (without depreciation and amortization)
|
(245)
|
(139)
|
|
Share in income of associated companies
|
34
|
38
|
|
Administrative and general expenses (without depreciation and
amortization)
|
(22)
|
(14)
|
|
Business development expenses
|
(2)
|
(1)
|
|
Consolidated EBITDA
|
82
|
67
|
|
Elimination of the share in income of associated companies
|
(34)
|
(38)
|
|
Plus – Group’s share of the proportionate EBITDA of associated companies in the Energy Transition segment
|
65
|
77
|
|
Plus – Group’s share of the proportionate EBITDA of activities
in the Renewable Energies segment in the U.S.
|
11
|
7
|
|
EBITDA after proportionate consolidation
|
124
|
113
|
| * |
Starting from January and February 2026, the Company has commenced consolidating the Shore and Basin Ranch (under construction) power plants, respectively, in its financial
statements. For additional details – see Notes 6A and 6B to the Interim Statements.
|
| 4. |
Analysis of the results of operations for the Three Months Ended March 31, 2026 (in millions of dollars) (Cont.)
|
| B. |
EBITDA, FFO (Funds From Operations) and net cash flows after debt service (Cont.)
|
|
Main projects in operation
|
For the three months ended
|
For the three months ended
|
|||||
|
Basis of
|
March 31, 2026
|
March 31, 2025
|
|||||
|
presentation
|
|||||||
|
in the
|
EBITDA
|
EBITDA
|
|||||
|
Company’s
|
after
|
Net cash
|
after
|
Net cash
|
|||
|
financial
|
proportionate
|
flows after
|
proportionate
|
flows after
|
|||
|
statements
|
consolidation
|
FFO(6)
|
debt service
|
consolidation
|
FFO(6)
|
debt service
|
|
|
Total operating projects in Israel and accompanying business activities (1)
|
Consolidated
|
45
|
36
|
33
|
38
|
61
|
57
|
|
Business development costs, headquarters in Israel and other costs
|
Consolidated
|
(1)
|
(12)
|
(18)
|
–
|
(8)
|
(9)
|
|
Total Israel (2)
|
44
|
24
|
15
|
38
|
53
|
48
|
|
|
Total operating projects (3)
|
Associated + consolidated
|
88
|
49
|
74
|
77
|
51
|
(37)
|
|
Other expenses
|
Consolidated
|
–
|
(1)
|
(1)
|
–
|
(1)
|
(1)
|
|
Total energy transition in the U.S.
|
88
|
48
|
73
|
77
|
50
|
(38)
|
|
|
Total operating projects
|
Associated
|
12
|
7
|
3
|
9
|
6
|
–
|
|
Business development and other costs
|
Associated
|
(1)
|
(1)
|
(1)
|
(2)
|
(1)
|
(1)
|
|
Total renewable energy in the U.S.
|
11
|
6
|
2
|
7
|
5
|
(1)
|
|
|
Total activities as part of the “others” segment (4)
|
Consolidated
|
(6)
|
(10)
|
(5)
|
(2)
|
(2)
|
(2)
|
|
Headquarters in the United States (5) (6)
|
Consolidated
|
(10)
|
(78)
|
(78)
|
(5)
|
(12)
|
(12)
|
|
Total United States
|
83
|
(34)
|
(8)
|
77
|
41
|
(53)
|
|
|
Company headquarters (not allocated to the segments) (5)
|
Consolidated
|
(3)
|
(11)
|
(49)
|
(2)
|
(5)
|
(1)
|
|
Total consolidated
|
124
|
(21)
|
(42)
|
113
|
89
|
(6)
|
|
| (1) |
The accompanying business activities in Israel include mainly virtual supply activities through OPC Israel, and sale/purchase of natural gas, including with third parties through OPC Natural Gas.
|
| (2) |
Not including intercompany activities between the headquarters and the subsidiaries in Israel.
|
| (3) |
For details regarding active projects in the Energy Transition segment in the U.S. – see Section 4D below.
|
| (4) |
Includes mainly business development and other costs in the area of initiation and development of high‑efficiency natural gas-fired power plants, with future carbon capture potential, and the results of the retail activities in the
U.S.
|
| (5) |
After elimination of management fees between the CPV Group and the Company, in the amounts of about $3 million and about $2 million for the periods ended March 31, 2026 and 2025, respectively.
|
| (6) |
Set forth below are additional details regarding the FFO (in millions of dollars):
|
| 4. |
Analysis of the results of operations for the Three Months Ended March 31, 2026 (in millions of dollars) (Cont.)
|
| B. |
EBITDA, FFO (Funds From Operations) and net cash flows after debt service (Cont.)
|
|
For the three months ended March 31, 2026
|
For the three months ended March 31, 2025
|
|||||||
|
Working
|
Working
|
|||||||
|
capital
|
Other
|
Adjusted
|
capital
|
Other
|
Adjusted
|
|||
|
FFO
|
changes
|
changes*
|
FFO
|
FFO
|
changes
|
changes
|
FFO
|
|
|
Israel
|
24
|
3
|
–
|
27
|
53
|
(24)
|
–
|
29
|
|
U.S.
|
(34)
|
17
|
70
|
53
|
41
|
7
|
–
|
48
|
|
Company headquarters
|
(11)
|
6
|
–
|
(5)
|
(5)
|
(3)
|
–
|
(8)
|
|
Total consolidated
|
(21)
|
26
|
70
|
75
|
89
|
(20)
|
–
|
69
|
| * |
In respect of a payment in the amount of about $70 million, as part of exercise of participation units by employees of the CPV Group upon conclusion of the long‑term remuneration plan from 2021. For details regarding approval of a new
long‑term remuneration plan – see Note 7F to the Interim Statements.
|
| 4. |
Analysis of the results of operations for the Three Months Ended March 31, 2026 (in millions of dollars) (Cont.)
|
| C. |
Analysis of the change in EBITDA and the generation data – Israel segment (Cont.)
|
| (1) |
Set forth below is an analysis of the change in EBITDA in the Israel segment in the Period of the Report compared with the corresponding period last year (in millions of dollars):
|

| 12 |
That stated in this Section regarding repair of the defect and the duration of the period of its repair, including the expected scope of the partial availability, constitutes “forward‑looking” information as it
is defined in the Securities Law, which is based on the Company’s estimates as at the approval date of the report and regarding which there is no certainty it will materialize. Ultimately, there could be difficulties or delays in completion
of the repair, its success and/or execution of the necessary repairs and replacement of the units and there could also be additional breakdowns or shutdowns due to, among other things, technical and operational factors and other factors
relating to the contractor, transport of the equipment, performance of the work (including due to the security/defense situation in Israel). Continuation or a failure of the repair has a negative impact on the power plant’s results. For
additional details – see Section 7.11.1 of Part A of the Periodic Report for 2025.
|
| 4. |
Analysis of the results of operations for the Three Months Ended March 31, 2026 (in millions of dollars) (Cont.)
|
| C. |
Analysis of the change in EBITDA and the generation data – Israel segment (Cont.)
|
| (2) |
Set forth below is detail regarding the generation at the power plants in the Israel segment:
|
|
For the Three Months Ended March 31, 2026
|
For the Three Months Ended March 31, 2025
|
||||||||
|
Actual
|
Actual
|
||||||||
|
Potential
|
Net
|
Actual
|
calculated
|
Potential
|
Net
|
Actual
|
calculated
|
||
|
electricity
|
electricity
|
generation
|
availability
|
electricity
|
electricity
|
generation
|
availability
|
||
|
Capacity
|
generation
|
generation
|
percentage
|
percentage
|
generation
|
generation
|
percentage
|
percentage
|
|
|
(MW)
|
(GWh)
|
(GWh)
|
(%)
|
(%)
|
(GWh)
|
(GWh)
|
(%)
|
(%)
|
|
|
Rotem
|
466
|
963
|
923
|
95.8%
|
99.6%
|
961
|
926
|
96.4%
|
99.3%
|
|
Hadera (A)
|
144
|
256
|
226
|
88.0%
|
89.2%
|
257
|
233
|
90.6%
|
90.8%
|
|
Gat (B)
|
75
|
155
|
92
|
59.7%
|
95.7%
|
154
|
143
|
92.9%
|
100.0%
|
|
Zomet (C)
|
396
|
765
|
54
|
7.1%
|
55.5%
|
782
|
73
|
9.3%
|
67.5%
|
| – |
The generation potential is the net generation capability adjusted for temperature and humidity.
|
| – |
The actual net generation in the period.
|
| – |
The actual generation percentage is the net electricity generated divided by the generation potential.
|
| A. |
For details – see Section 4C(1).
|
| B. |
As part of management of the electricity sector in Israel at the time of the “Lion’s Roar” military operation, the Gat power plant was operated partially, in accordance with the instructions of the System Operator. That stated did not
have a significant impact on the Company’s results.
|
| C. |
The generation potential presented in the above table does not include the temporary generation limitation that continued in the Period of the Report – as detailed in Section 4C(1) above.
|
| 13 |
That stated regarding existing or expected maintenance. Completion thereof (including repair of the defect at Hadera, its impact and/or the insurance coverage) and/or the period of time required for the
completion thereof constitutes “forward‑looking” information as it is defined in the Securities Law, regarding which there is no certainty it will materialize. Ultimately, maintenance, as stated (and unplanned maintenance that could be
caused), could continue beyond the expected date, this being as a result of, among other things, operating factors, technical breakdowns, constraints relating to maintenance and equipment contractors and the timetables for receipt (arrival)
of the relevant equipment (including the impact of the security/defense situation in Israel). Delays and/or failures in completion of the maintenance have a negative impact on the relevant power plant’s operating results.
|
| 4. |
Analysis of the results of operations for the Three Months Ended March 31, 2026 (in millions of dollars) (Cont.)
|
| D. |
Analysis of the change in EBITDA, the generation data, energy hedges and capacity – Energy Transition segment in the U.S.
|
| (1) |
Set forth below is an analysis of the change in the EBITDA after proportionate consolidation in the Energy Transition segment in the Period of the Report compared with the corresponding period last year (in millions of dollars):
|

| 4. |
Analysis of the results of operations for the Three Months Ended March 31, 2026 (in millions of dollars) (Cont.)
|
| D. |
Analysis of the change in EBITDA, the generation data, energy hedges and capacity – Energy Transition segment in the U.S. (Cont.)
|
| (2) |
Analysis of the Group’s share in the proportionate EBITDA, FFO and net cash flows after service of project debt of associated companies by project in the Energy Transition segment (in millions of dollars):
|
|
Three months ended March 31, 2026
|
Associates
|
Consolidated
|
||||||
|
Fairview (1)
|
Towantic
|
Maryland
|
Valley
|
Three
Rivers
|
Total
associates
|
Shore
(2)
|
Total
|
|
|
Rate of holdings of the CPV Group in the project:
|
25%
|
26%
|
75%
|
50%
|
10%
|
100%
|
||
|
Revenues from sales of energy
|
13
|
43
|
106
|
83
|
11
|
256
|
82
|
338
|
|
Cost of natural gas
|
10
|
34
|
72
|
28
|
6
|
150
|
64
|
214
|
|
Carbon emissions tax (RGGI)
|
–
|
4
|
6
|
7
|
–
|
17
|
9
|
26
|
|
Cost of sales – other expenses (excluding depreciation and amortization)
|
–
|
–
|
1
|
1
|
–
|
2
|
1
|
3
|
|
Gain (loss) on realization of transactions hedging the electricity margins
|
3
|
–
|
(16)
|
(20)
|
1
|
(32)
|
3
|
(29)
|
|
Net energy margin
|
6
|
5
|
11
|
27
|
6
|
55
|
11
|
66
|
|
Revenues from capacity payments
|
2
|
2
|
10
|
4
|
2
|
20
|
14
|
34
|
|
Other income
|
–
|
5
|
2
|
–
|
–
|
7
|
3
|
10
|
|
Gross profit
|
8 |
12
|
23
|
31
|
8
|
82
|
28
|
110
|
|
Fixed costs (excluding depreciation and amortization)
|
1
|
1
|
6
|
5
|
1
|
14
|
4
|
18
|
|
Administrative and general expenses (excluding depreciation
|
||||||||
|
and amortization)
|
–
|
–
|
1
|
–
|
–
|
1
|
1
|
2
|
|
Loss from revaluation of unrealized hedging transactions
|
(1)
|
(1)
|
–
|
–
|
–
|
(2)
|
–
|
(2)
|
|
Group’s share in EBITDA after proportionate consolidation
|
6
|
10
|
16
|
26
|
7
|
65
|
23
|
88
|
|
Group’s share in FFO
|
4
|
1
|
13
|
18
|
6
|
42
|
7
|
49
|
|
Group’s share in net cash flows after service of project debt (4)
|
–
|
–
|
11
|
(3)58
|
5
|
74
|
–
|
74
|
| (1) |
For details regarding an operational outage at the Fairview power plant in the Period of the Report – see Section 4D(4) below.
|
| (2) |
At the Shore power plant – gas transmission costs (totaling about $4 million) are classified in accordance with IFRS 16 as depreciation expenses and, accordingly, are not included in the EBITDA.
|
| (3) |
The net cash flows after debt service in Valley include taking out of additional project financing as part of the refinancing agreement in the first quarter of 2026, which was used for repayment of shareholders’ loans and distribution of
a dividend, where the CPV Group’s share amounted to about $50 million. For additional details – see Section 6A(3) below.
|
| (4) |
It is noted that the financing agreements of the CPV Group include “cash sweep” mechanisms, in which all or part of the free cash flows of the projects is designated for repayment of loan principal on a current basis along with a
predetermined minimum repayment schedule for each long‑term loan. This mechanism allows for faster repayments if certain events occur and also places restrictions on distributions to shareholders.
|
| (*) |
In line with the Company’s strategy to gain control over some of the active power plants of the CPV Group, various transactions were completed in the second quarter of 2025 and in the first quarter of 2026, for increasing the holdings in
the Shore power plant (from 68% to 100% as at the date of the report). In May 2026, a transaction was completed for increasing the holdings in the Maryland power plant (from 75% to 100% as at the date of the report).
|
| 4. |
Analysis of the results of operations for the Three Months Ended March 31, 2026 (in millions of dollars) (Cont.)
|
| D. |
Analysis of the change in EBITDA, the generation data, energy hedges and capacity – Energy Transition segment in the U.S. (Cont.)
|
| (2) |
Analysis of the Group’s share in the proportionate EBITDA, FFO and net cash flows after service of project debt of associated companies by project in the Energy Transition segment (in millions of dollars): (Cont.)
|
|
Three months ended March 31, 2025
|
Associates
|
||||||
|
Three
|
|||||||
|
Fairview
|
Towantic
|
Maryland
|
Shore (1)
|
Valley
|
Rivers
|
Total
|
|
|
Rate of holdings of the CPV Group in the project:
|
25%
|
26%
|
75%
|
69%
|
50%
|
10%
|
|
|
Revenues from sales of energy
|
26
|
38
|
54
|
32
|
63
|
7
|
220
|
|
Cost of natural gas
|
14
|
29
|
35
|
26
|
27
|
4
|
135
|
|
Carbon emissions tax (RGGI)
|
–
|
3
|
9
|
3
|
6
|
–
|
21
|
|
Cost of sales – other expenses (excluding depreciation and amortization)
|
–
|
–
|
1
|
1
|
–
|
–
|
2
|
|
Gain (loss) on realization of transactions hedging the electricity margins
|
1
|
(1)
|
6
|
7
|
(5)
|
2
|
10
|
|
Net energy margin
|
13
|
5
|
15
|
9
|
25
|
5
|
72
|
|
Revenues from capacity payments
|
1
|
9
|
2
|
2
|
3
|
–
|
17
|
|
Other income
|
–
|
1
|
2
|
1
|
–
|
–
|
4
|
|
Gross profit
|
14
|
15
|
19
|
12
|
28
|
5
|
93
|
|
Fixed costs (excluding depreciation and amortization)
|
1
|
1
|
2
|
2
|
5
|
1
|
12
|
|
Administrative and general expenses (excluding depreciation and amortization)
|
–
|
–
|
1
|
1
|
1
|
–
|
3
|
|
Loss from revaluation of unrealized hedging transactions
|
(1)
|
–
|
–
|
–
|
–
|
–
|
(1)
|
|
Group’s share in EBITDA after proportionate consolidation
|
12
|
14
|
16
|
9
|
22
|
4
|
77
|
|
Group’s share in FFO
|
9
|
10
|
10
|
–
|
19
|
3
|
51
|
|
Net cash flows after service of project debt
|
4
|
8
|
2
|
(2)(56)
|
4
|
1
|
(37)
|
| (1) |
At the Shore power plant – gas transmission costs (totaling about $3 million) are classified in accordance with IFRS 16 as depreciation expenses and, accordingly, are not included in the EBITDA.
|
| (2) |
The net cash flows after service of the project debt in Shore includes partial repayment of debt that was made as part of the refinancing made in February 2025. For additional details – see Section 6A(5) of the Report of the Board of
Directors for 2025.
|
| 4. |
Analysis of the results of operations for the Three Months Ended March 31, 2026 (in millions of dollars) (Cont.)
|
| D. |
Analysis of the change in EBITDA, the generation data, energy hedges and capacity – Energy Transition segment in the U.S. (Cont.)
|
| (3) |
Additional details regarding energy hedges and guaranteed capacity payments in the Energy Transition segment in the U.S.
|
|
April–December
2026
|
|
|
Expected generation (MWh) *
|
9,488,000
|
|
Net scope of the hedged energy margin (% of the expected generation of the power plants) **
|
71%
|
|
Net hedged energy margin (millions of $)
|
≈ 122
|
|
Net hedged energy margin ($/MWh)
|
18.2
|
|
Net market prices of energy margin ($/MWh) ***
|
19.0
|
| * |
The expectation for the generation including adjustments in respect of planned and unplanned maintenance work. It is noted that the lost profits due to the outage in the Fairview
power plant is expected to be mostly covered by insurance (the insurance proceeds were not recognized in the Period of the Report in accordance with generally accepted accounting principals). For details regarding the outage – see
Section 4D(4) below and details regarding the results of the activities of the Fairview power plant in the Period of the Report (in respect of 50%) – see Section 4D(2) above.
|
| ** |
Pursuant to the policy for hedging electricity margins as at the date of the report, in general the CPV Group seeks to hedge about 50% of the expected generation. The actual hedge rate could ultimately be different, depending on the
market factors.
|
| *** |
The net energy margin is the energy margin (Spark Spread) plus/minus Power Basis less carbon tax (RGGI) and other variable costs. For details regarding the manner of calculation of the electricity margin (Spark Spread) – see Section 3A
above. The market prices of the net energy margin are based on future contracts for electricity and natural gas.
|
| 4. |
Analysis of the results of operations for the Three Months Ended March 31, 2026 (in millions of dollars) (Cont.)
|
| D. |
Analysis of the change in EBITDA, the generation data, energy hedges and capacity – Energy Transition segment in the U.S. (Cont.)
|
| (3) |
Additional details regarding energy hedges and guaranteed capacity payments in the Energy Transition segment in the U.S. (Cont.)
|
|
April–
December
2026
|
|
|
Scope of the secured capacity revenues (% of the power plant’s capacity)(*)
|
91%
|
|
Capacity receipts (millions of $)
|
≈ 118
|
| (*) |
Most of the non‑secured capacity revenues relate to the Valley power plant that operates in the NYISO market. For details regarding the capacity auctions in this market – see
Section 3C above.
|
| 4. |
Analysis of the results of operations for the Three Months Ended March 31, 2026 (in millions of dollars) (Cont.)
|
| D. |
Analysis of the change in EBITDA, the generation data, energy hedges and capacity – Energy Transition segment in the U.S. (Cont.)
|
| (4) |
Set forth below is detail regarding the generation of the power plants in the Energy Transition segment in the U.S.
|
|
For the Three Months Ended March 31, 2026
|
For the Three Months Ended March 31, 2025
|
||||||||
|
Potential
|
Net
|
Actual
|
Actual
|
Potential
|
Net
|
Actual
|
Actual
|
||
|
electricity
|
electricity
|
generation
|
availability
|
electricity
|
electricity
|
generation
|
availability
|
||
|
Capacity
|
generation
|
generation
|
percentage
|
percentage
|
generation
|
generation
|
percentage
|
percentage
|
|
|
(MW)
|
(GWh) (1)
|
(GWh) (2)
|
(%) (3)
|
(%)
|
(GWh)
|
(GWh)
|
(%)
|
(%)
|
|
|
Energy transition projects (natural gas)
|
|||||||||
|
Shore (A)
|
725
|
1,583
|
937
|
59.2%
|
96.4%
|
1,476
|
778
|
49.1%
|
92.6%
|
|
Maryland (B)
|
745
|
1,620
|
816
|
50.2%
|
72.2%
|
1,620
|
1,066
|
65.8%
|
98.9%
|
|
Valley
|
720
|
1,555
|
1,414
|
91.0%
|
95.7%
|
1,555
|
1,438
|
92.6%
|
99.6%
|
|
Towantic
|
805
|
1,741
|
1,517
|
83.2%
|
99.5%
|
1,741
|
1,459
|
80.0%
|
99.9%
|
|
Fairview (C)
|
1,050
|
2,324
|
886
|
38.9%
|
47.6%
|
2,324
|
2,127
|
93.2%
|
100.0%
|
|
Three Rivers
|
1,258
|
2,717
|
1,761
|
66.5%
|
99.3%
|
2,717
|
1,615
|
61.0%
|
97.9%
|
| – |
The potential generation is the gross generation capability during the period after planned maintenance and less the electricity used for the power plant’s internal purposes.
|
| – |
The net generation of electricity is the gross generation during the period less the electricity used for the power plant’s internal purposes.
|
| – |
The actual generation percentage is the quantity of the net electricity generated in the facilities compared with the maximum quantity that can be generated in the period.
|
| A. |
Subsequent to the period of the report, execution of the planned maintenance work commenced at the power plant.
|
| B. |
Mainly due to performance of planned maintenance work in the period of the report, which as at the date of the report had been completed.
|
| C. |
In December 2025, as part of planned maintenance work, an operational malfunction occurred in one of the step‑up transformers for a generating unit, as a result of which the power plant’s generation capacity was temporarily limited to
about 50% of its full capacity. In the estimation of the CPV Group, as at the approval date of the report, the power plant is expected to return to full operation in 202715. As at the approval date of the report, Fairview has
submitted a claim under the power plant’s insurance policy, both in respect of the direct costs to repair the damage and for loss of the expected profits.
|
| 15 |
That said regarding the expectation of return to the power plant’s full activities and/or the results of the claim under the insurance policy constitutes “forward‑looking” information regarding which there is
no certainty it will be realized. Ultimately, there could be delays or breakdowns due to operational factors, delays or breakdowns in the course of performance of the work and/or delays in arrival of conforming equipment. It is noted that
in the usual course of things, extended maintenance (planned or unplanned) has a negative impact on the power plant’s results. In addition, as at the approval date of the report there is no certainty regarding the insurance compensation in
accordance with the claim and the timing date thereof.
|
| 4. |
Analysis of the results of operations for the Three Months Ended March 31, 2026 (in millions of dollars) (Cont.)
|
| E. |
Analysis of the change in EBITDA after proportionate consolidation – Renewable Energies segment in the U.S.
|
| (1) |
Set forth below is an analysis of the change in the EBITDA after proportionate consolidation in the renewable energies segment in the Period of the Report compared with the corresponding period last year (in millions of dollars):
|

| 5. |
Projects Under Construction and Development Projects
|
| A. |
Israel segment – projects under construction and pipeline projects (held at 100% ownership by OPC Israel)16:
|
| 1. |
Main details with reference to construction projects (the data presented in the table below is in respect of 100% for each project):
|
|
Date/expectation
of the start
of the commercial
operation
|
Total construction
cost as at
March 31, 2026
|
|||||||
|
Power plants/ facilities
for generation of energy
|
Capacity
(MW)
|
Main
customer
|
Total expected
construction cost
|
|||||
|
Status
|
Location
|
Technology
|
||||||
|
OPC Sorek 2 Ltd. (“Sorek 2”)
|
Acceptance tests after completion of the construction
|
≈ 87
|
On the premises of the Sorek B seawater desalination facility
|
Powered by natural gas, cogeneration
|
2026
|
Yard consumers and the System Operator
|
17≈ $80 million (≈ NIS 0.25 billion)
|
≈ $72 million (≈ NIS 0.23 billion)
|
| 16 |
Details regarding the scope of the investments in Israel were translated from NIS into $ based on the rate of exchange on March 31, 2026. That stated in connection with projects that have not yet reached
operation, including with reference to the development stages, expected operation/construction date, the anticipated technologies, regulation, quota or commercial format, capacity and project characteristics, undertakings in the project
agreements (financing, equipment, construction and gas, as applicable), receipt of relevant approvals (including permits and connection surveys) and/or regarding the costs involved in the projects, including the anticipated cost of the
investment and costs of agreements, is “forward‑looking” information, as it is defined in the Securities Law, which is based on, among other things, the Company’s estimates as at the approval date of the report and regarding which there
is no certainty it will be realized (in whole or in part). Completion of the said projects (or any one of them) may not occur or may occur in a manner different than that stated above, among other things due to dependency on various
factors, including those that are not under the Company’s control, including completion of the construction and connection work, assurance of connection to the network and output of electricity from the project sites and/or connection to
the infrastructures (including the electricity grid and gas infrastructures), receipt of permits, completion of planning processes and licensing, application of relevant regulation, obtaining a quota and/or formulation of a commercial
format, completion of construction work, final costs in respect of development, construction, equipment and acquisition of rights in land, the proper functioning of the equipment, force majeure events and/or the terms of undertakings with main suppliers (including lenders), and there is no certainty they will be fulfilled, the manner of their fulfillment, the extent
of their impact or what their final terms will be. Ultimately technical, operational or other delays and/or breakdowns (including as a result of events as stated relating to the project’s consumer, if relevant) and/or an increase in
expenses and/or other changes could be caused, this being as a result of, among other things, factors as stated above or as a result of occurrence of one or more of the risk factors the Company is exposed to, including construction risks
(including force majeure events, the defense/security situation and its impacts), regulatory, licensing or planning risks, environmental
factors, macro‑economic changes, delays in receipt of permits, delays/problems regarding performance of acceptance tests or assurance of connection to the networks and infrastructures, delays and increased costs due relating to the supply
chain, factors relating to main suppliers and financing costs, changes in raw‑material prices and etc. For additional details regarding risk factors – see Section 19 of Part A of the Periodic Report. Accordingly, there is no certainty
regarding actual execution of development and construction projects (or any of them). It is further clarified that delays in completion of the projects beyond the date originally planned for this or a failure to enter them into operation
for whatever reason, involve an increase in costs or loss of expenses and payments (including by force of agreements the projects have signed) and/or impact the ability of the Company and the Group companies to comply with their
obligations to third parties (including under guarantees provided), including authorities, conditions of permits, lenders, consumers, suppliers and others, in connection with the projects, and/or cause a charge for additional costs,
payment of compensation (including forfeiture of guarantees or advance payments) or starting of proceedings (including under guarantees provided).
|
| 5. |
Projects Under Construction and Development Projects (Cont.)
|
| A. |
Israel segment – projects under construction and pipeline projects (held at 100% ownership by OPC Israel(16: (Cont.)
|
| 2. |
Main details regarding projects in advanced development in Israel18 19:
|
|
Expected
construct-
ion
date
|
Total
expected
construction
cost
|
Additional
developments
in the project
|
||||
|
Capacity
(MW)
|
Expected
regulation
|
|||||
|
Project
|
Location
|
|||||
|
Ramat Beka (photovoltaic with integrated storage)
|
About 550 megawatts plus storage capacity estimated at a capacity of up to about 3,850 megawatt-hours20.
|
Proximate to the areas of the Local Industrial Council Naot Hovav (the land will be leased from Israel Lands Administration for a period of 24 years and 11 months).
|
Up to the end of 2026 (payment expected for lease of the project’s areas by the end of the second quarter of 2026).
|
About $1.4 billion (About NIS 4.3 billion).
|
Decision No. 71101 – Bilateral Market Regulation for Generation and Storage Facilities Connected to or Integrated in the Transmission Grid
Applicability: From January 1, 2026, renewable energy generation facilities with integrated storage (which are required to comply with a storage capacity to installed
generation capacity ratio that does not exceed 7) that will receive tariff approval up to June 1, 2027 or up a total quota of 2,000 megawatts.
Main conditions: Signing of capacity transactions with virtual suppliers, which will give the supplier a right to purchase energy at the half‑hour market price “SMP” in
every hour up to a ceiling of the capacity certificate the supplier acquired from the generator. The capacity stated in the capacity certificate for a renewable energy facility with integrated storage of 4 and 5 hours of discharge, will
receive tariff approval as part of the first quota of the regulation, at the rates of 60% and 67%, respectively, up to 2036.
|
The Company is taking action to sign the project agreements (construction, equipment, solar, storage and financing) and to obtain all the required approvals and permits (including for connection to the grid):
(1) on March 16, 2026, the approved plan was published by the government in the Official Lists; (2) in December 2024, the Group signed an agreement for supply of solar panels for the project with a capacity of 500 megawatts with an
international supplier with an estimated scope of about $50 million (NIS 160 million) where the Company is trying to increase the capacity of the panels under the supply agreement; (3) in January 2026, the Group signed an EPC agreement for
a substation and a switching station which were intended to conform the electricity that will be generated in the project to the grid in the estimated scope of about $98 million (about NIS 310 million); (4) in April 2026, the Group signed
an agreement with a photovoltaic construction contractor in the amount of about $158 million (about NIS 500 million); (5) the Group is negotiating with Bank Hapoalim regarding provision of financing for construction of the project in an
estimated financial scope of up to 85% of the estimated cost of the project (for additional details – see Section 7.18.4.2 of Part A of the Periodic Report for 2025) which is subject to changes based on the final terms that will be
formulated (if formulated) with the bank; (6) as at the date of the report, the Group paid Israel Lands Authority about $75 million (about NIS 275 million) constituting 20% of the total consideration in respect of the main areas), the
balance (80%), in the amount of about $0.37 billion (about NIS 1.1 billion) is expected to be paid in mid‑June 2026 (90 days from the final approval as stated above); (7) the Company is taking action to advance signing of a procurement,
construction and maintenance agreement for the storage facility, the financial scope of which is estimated at about one‑quarter of the estimated cost of the project.
|
| 18 |
Natural gas projects which in the Company’s estimation are in a period of up to two to three years until start of the construction (considering the characteristics of the project, such as, relevant regulation, required regulatory
approvals, commercial arrangements for sale of the energy from the facility, etc.), are considered projects in advanced development. Renewable energy projects which in the Company’s estimation are expected to reach construction within about
two years, considering, among other things, relevant regulation, connection to the electricity grid, statutory plan and required regulatory approvals, are considered projects in advanced development.
|
| 19 |
“Forward‑looking” information – for details see footnote 16 above.
|
|
20
|
As at the approval date of the report, the Company is conducting technical feasibility along with economic optimization regarding
the possibility of increasing the solar capacity up to 600 megawatts plus storage capacity estimated at up to 4,200 megawatt-hours. If the said increase is made, the estimated cost of the project is expected to be about $1.45 billion
(about NIS 4.6 billion). That stated in the table regarding the Ramat Beka project is “forward‑looking” information – see footnote 16 above.
|
| 5. |
Projects Under Construction and Development Projects (Cont.)
|
| A. |
Israel segment – projects under construction and pipeline projects (held at 100% ownership by OPC Israel)16: (Cont.)
|
| 2. |
Main details regarding projects in advanced development in Israel18 19:
|
|
Expected
construction
date
|
Total expected
construction
cost
|
Additional
developments
in the project
|
||||
|
Capacity
(MW)
|
Expected
regulation
|
|||||
|
Project
|
Location
|
|||||
|
OPC Hadera Expansion Ltd. (“Hadera Expansion”) (natural gas combined cycle)21
|
About 850
|
Hadera adjacent to the Hadera power plant
|
In the second half of 2026 (a final investment decision is expected by the end of the second quarter of 2026).
|
About $1.5 – $1.6 billion (about NIS 4.8 to NIS 5.2 billion based on completion of acquisition of the land).
|
Decision No. 69407 – Regulation for Conventional Generation Units
Applicability: Four generation units that will reach a financial close up to the end of June 2027 (as at the approval date of the report, 2 units had reported on a
financial close in accordance with this regulation, and to the best of the Company’s knowledge there are two additional power plants competing in addition to Hadera Expansion).
Main conditions: A capacity tariff was set that will apply for 25 years from the date of the financial close in the following manner: financial close up to June 2026 will
receive a capacity tariff of 3.31 agurot, up to December 2026, 3.18 agurot and up to June 2027 3.05 agurot. Sale of energy at the half‑hour “SMP” market price, with a future possibility (contingent on regulatory approval) of transition to a
model of sale of capacity to virtual suppliers (similar to that stated above with respect to the Ramat Beka project).
|
The Company is taking action to sign project agreements (construction, equipment and financing) and to obtain all the required approvals and permits (some of which had been received as at the approval date of
the report). In this regard: (1) on August 10, 2025, the Israeli government approved National Infrastructure Plan 20B (NIP 20B) (a plan for construction of the Hadera Expansion power plant for generation of electricity through use of
natural gas); (2) as at the approval date of the report, the Company signed a binding equipment supply agreement with the main equipment supplier. Also, the Company is negotiating with an EPC contractor regarding an agreement that is usual
for projects of this type22, the total consideration for which, together with the consideration in respect of the main equipment supply agreement constitutes about 60% of the estimated cost of the project. It is noted that as at
the approval date of the report, part of the consideration for the main equipment supply agreement had been paid (for details – see Section 7.15.3.1 of Part A to the Periodic Report for 2025); (3) the Company signed a long-term maintenance
agreement with the main equipment supplier; (4) the Group is carrying on negotiations with Bank Leumi L’Israel Ltd. (“Bank Leumi”) in connection with provision of financing for construction of the project as detailed below; (5) the Company
is carrying on advanced negotiations with Infinia for acquisition of the rights in the project’s lands (and the lands of the Hadera power plant) in exchange for an aggregate consideration of about $142 million (about NIS 450 million) – this
being in place of the option agreement and the lease agreements, where as at the approval date of the report there is no certainty regarding completion of the said transaction; (6) in April 2026, the Company received a commitment from the
System Operator for connection of the power plant. To the best of the Company’s knowledge, as at the approval date of the report a conditional generation license for the project was approved by the Electricity Authority and was transferred
for signing by the Minister of Energy; (7) in March 2026 a building permit was received on conditions, the ultimate completion of which is subject to additional conditions including settlement of the payment for the Betterment Levy that was
received from the City of Hadera, in the amount of about $67 million (about NIS 194 million). For additional details – see Note 8B to the Interim Statements; and (8) negotiations with a gas supplier for signing of a gas agreement for
purposes of supply of gas to the power plant in a scope that is expected to include all of the power plant’s gas needs23 in accordance with usual arrangements in gas agreements in Israel for a supply period of several years from
the date of the commercial operation. For the needs of the Hadera Expansion power plant, the monetary scope of the gas agreement is expected to amount to an estimated $1.3 billion (NIS 4.2 billion).
|
| 5. |
Projects Under Construction and Development Projects (Cont.)
|
| 3. |
For details regarding a description of the main developments in the initial development projects in Israel25 – see Section 6A(3) to the Report of the Board of Directors for 2025.
|
| 5. |
Projects Under Construction and Development Projects (Cont.)
|
| B. |
Development and construction of natural gas (with potential for carbon capture) in the U.S.26:
|
| 1. |
Main details regarding the Basin Ranch power plant that is in the construction stage (which is held as at the date of the report at the rate of 100% by the CPV Group (1))27:
|
| 5. |
Projects Under Construction and Development Projects (Cont.)
|
| B. |
Development and construction of natural gas (with potential for carbon capture) in the U.S.26: (Cont.)
|
| 1. |
Main details regarding the Basin Ranch power plant that is in the construction stage (which is held as at the approval date of the report at the rate of 100% by the CPV Group (1))27 (Cont.)
|
|
Expectation for the first
|
||||||||||
|
full year of operation
|
||||||||||
|
Expected
start of the
commercial
operation
|
Total
expected
construction
cost
|
Total
construction
cost as at
March 31, 2026
|
||||||||
|
Expected
commercial
structure
|
Total
senior
financing
|
Cash flows
after service of
senior debt
|
||||||||
|
Capacity
(MW)
|
Regulated
market
|
|||||||||
|
Project
|
Location
|
EBITDA
|
||||||||
|
CPV Basin Ranch Holdings, LLC (“Basin Ranch”)
|
1,350
|
Ward County, Texas
|
2029
|
Sale of electricity in the ERCOT market (energy only), where the project is expected to sign commercial agreements to hedge about 75% of the power plant’s capacity for a period of 7 years
from the commercial operation date28
|
ERCOT - West
|
$1.8-$2.0 billion
|
≈ $0.5 billion
|
≈ $1.1 billion
|
≈ $0.275 billion
|
≈ $0.25 billion
|
| (1) |
In February 2026, upon completion of a transaction for acquisition of the remaining 30% of the ownership rights in the project, from the remaining partner in the project, the total amount of which is estimated at about $371 million, the
CPV Group holds 100% of the project and it is consolidated in its financial statements (and accordingly in the Company’s financial statements). The sources for completion of the transaction included debt granted directly to the CPV Group by
Bank Leumi, in the amount of about $130 million (for details – see Section 6A(6) below), frameworks for letters of credit provided, in the amount of about $63 million and a combination of cash from the activities of the CPV Group and
investment of capital by the partners (stakeholders) in the CPV Group. For additional details regarding the transaction – see Section 6B(1) of the Report of the Board of Directors for 2025.
|
| (2) |
For additional details regarding provision of sources for the project’s financial closing in October 2025 – see Section 7A(8) of the Report of the Board of Directors for 2025.
|
| 5. |
Projects Under Construction and Development Projects (Cont.)
|
| B. |
Development and construction of natural gas (with potential for carbon capture) in the U.S.26: (Cont.)
|
| 2. |
Set forth below is a summary of the natural gas project pipeline with carbon capture potential in the U.S.29, as at the approval date of the report:
|
|
Regulated
|
Capacity
|
Rate of
|
Share of the
|
|||
|
Project
|
Location
|
market
|
Status30
|
(megawatts)
|
holdings31
|
CPV Group
|
|
Shay (1)
|
West Virginia
|
PJM
|
Initial
|
2,100
|
70%
|
1,470
|
|
Walker (2) (4)
|
Ohio
|
PJM
|
Initial
|
1,450
|
70%
|
1,015
|
|
Four additional
projects (3) (4)
|
Ohio, Pennsylvania
and West Virginia
|
PJM
|
Initial
|
5,130
|
70%–100%
|
4,915
|
|
Total
|
8,680
|
7,400
|
||||
| (1) |
Pursuant to the Group’s strategy, expansion of the project pipeline is continuing along with advancement of natural‑gas projects with carbon capture potential, with the goal of meeting the anticipated increase in electricity demand and
maintaining grid reliability, with a significant focus, at this stage, on the Shay project. As of the approval date of the report, CPV Group is continuing accelerated advancement of the project’s development, including the processes for
licensing and PJM grid interconnection studies, and has secured significant equipment. In this regard, the CPV Group has signed an agreement with a main supplier of electrical equipment and has signed a turbine (slot) reservation agreement
(assuring the supply date of the equipment) with a global gas equipment supplier (which is also a partner in the project). These undertakings (agreements) include payment of non‑refundable advance payments totaling tens of millions of
dollars. In the estimation of the CPV Group, the initial estimate of the cost of the power plant (100%) is about $4 billion32.
|
| 5. |
Projects Under Construction and Development Projects (Cont.)
|
| B. |
Development and construction of natural gas (with potential for carbon capture) in the U.S.26: (Cont.)
|
| 2. |
Set forth below is a summary of the pipeline (awaiting) natural gas projects with carbon capture potential in the U.S.29, as at the approval date of the report: (Cont.)
|
| (1) |
(Cont.)
|
| (2) |
Further to that stated in Section 8.14.6 to Part A of the Periodic Report for 2025, in April 2026, the CPV Group entered into a joint development agreement with a manufacturer and supplier of main equipment for power plants (and the
partner in the Shay project) for the Walker project, under which CPV Group will hold 70% of the rights in the project and the partner will hold the other 30% of the rights in the project and will bear the development costs, in the format
that was provided in the agreement.
|
| (3) |
Includes: (A) 3 projects using combined cycle gas turbine (CCGT) technology with carbon capture potential that are wholly‑owned by the CPV Group with a combined capacity of about 4.4 gigawatts; and (B) the Shay expansion project using
open‑cycle (Peaker) technology, with no possibility for future connection to a carbon capture facility, with a capacity of about 725 megawatts, which is included in the joint development agreement covering the Shay project, which is held at
the rate of 70% by the CPV Group.
|
| (4) |
In April 2026, the application window for interconnection requests to the PJM grid under the New Cycle 1 — closed, with a total of approximately 220 GW of proposed generation capacity. Based on PJM’s interconnection process timeline,
the initial Phase I results are expected in late 2026.
|
| 33 |
For additional details – see Section 8.10A of Part A of the Periodic Report for 2025.
|
|
34
|
That stated regarding the Shay project, constitutes “forward‑looking” information, regarding which there is no
certainty it will materialize. For details – see footnote 26 above. As at the approval date of the report, there is no certainty regarding fulfillment of the conditions for advancement of the project.
|
| 5. |
Projects Under Construction and Development Projects (Cont.)
|
| C. |
Renewable energies segment in the U.S. – projects under construction and development projects (100% held by CPV Renewable which is held at the rate of 66.7% by the CPV Group35:
|
| 1. |
Main details regarding a project under construction using wind technology (the data presented in the table below are in respect of 100% of each project)36:
|
|
Regulated
market
after
the PPA
period
|
Total
construction
cost as at
March 31,
2026
|
Expectation for a first full calendar year
in the period of the PPA
|
|||||||||
|
Expected
commercial
operation
date
|
Total expected
construction
cost net for 100%
of the project
|
||||||||||
|
Cash flows
after tax
partner
|
|||||||||||
|
Capacity
(MW)
|
Commercial
structure
|
Tax
equity
|
|||||||||
|
Project
|
Location
|
Revenues
|
EBITDA37
|
||||||||
|
CPV Rogues Wind, LLC (“Rogues”)
|
114
|
Pennsylvania
|
2026
|
Long-term PPA38 (including green certificates)
|
PJM MAAC
|
≈ $365 million
|
≈ $163 million39
|
≈ $322 million
|
≈ $24 million
|
≈ $18 million
|
≈ $15 million
|
| 5. |
Projects Under Construction and Development Projects (Cont.)
|
| C. |
Renewable energies segment in the U.S. – projects under construction and development projects (100% held by CPV Renewable which is held at the rate of 66.7% by the CPV Group35: (Cont.)
|
| 2. |
Set forth below is a summary of the pipeline projects (in megawatts) in the US as at the approval date of the report40.
|
|
Renewable energy
|
Advanced
|
Initial
|
||
|
development41
|
Safe harbor (1)
|
development
|
Total
|
|
|
PJM market
|
||||
|
Solar
|
70
|
760
|
1,030
|
1,860
|
|
Wind
|
–
|
–
|
130
|
130
|
|
Total PJM market (3)
|
70
|
760
|
1,160
|
1,990
|
|
Other markets
|
||||
|
Solar
|
–
|
250
|
1,030
|
1,280
|
|
Wind
|
–
|
900
|
950
|
1,850
|
|
Total other markets
|
–
|
1,150
|
1,980
|
3,130
|
|
Total renewable energy (1)
|
70
|
1,910
|
3,140
|
5,120
|
|
Share of the CPV Group (66.67%)
|
50
|
1,270
|
2,090
|
3,410
|
| 5. |
Projects Under Construction and Development Projects (Cont.)
|
| C. |
Renewable energies segment in the U.S. – projects under construction and development projects (100% held by CPV Renewable which is held at the rate of 66.7% by the CPV Group35: (Cont.)
|
| 2. |
Set forth below is a summary of the scope of the pipeline projects (in megawatts) in the United States as at the approval date of the report40. (Cont.)
|
| (1) |
Safe Harbor – threshold conditions that must be complied with in order to receive ITC and PTC tax benefits as detailed in Section 8.1.3.1 of Part A of the Periodic Report for 2025. As at the approval date of the report, the CPV Group has
invested and is expected to make additional investments in an aggregate scope estimated at tens of millions of dollars in respect of assurance of compliance of the said projects with the threshold conditions, particularly procurement of
equipment42.
|
| (2) |
In addition, the CPV Group is advancing battery energy storage system (BESS) projects at an early stage of development, adjacent to its renewable energy project pipeline, with an aggregate storage capacity of approximately 7,500
megawatt-hours, of which the CPV Group’s share is approximately 5,000 megawatt-hours, and on the premises of Shore in the Energy Transition segment, with a storage capacity of approximately 340 megawatt-hours.
|
| (3) |
For additional details regarding the process with respect to requests for connection to the grid in the PJM market (Interconnection Queue) – see Section 6C(2)(ii) to the Report of the Board of Directors for 202543.
|
| 6. |
Adjusted financial
debt, net
|
| A. |
Compositions of the adjusted financial debt, net44
|
|
As at March 31, 2026(1)
|
As at December 31, 2025(2)
|
|
2.8
|
3.1
|
| (1) |
After elimination of debt under construction in respect of the Basin Ranch power plant in the U.S. of about $151 million, and for the Rogues Wind project, in the amount of about $117 million, as detailed in the following table. With
reference to the Backbone project, the construction of which was completed in the fourth quarter of 2025 and acquisition of additional holdings in the Shore power plant in the 12 months preceding the date of the report, the representative
EBITDA was calculated as follows: Shore based on the rate of holdings as at the date of the report with respect to the actual results in the said period; and Backbone based on the representative EBITDA for the first full year of operation.
|
| (2) |
For details – see Section 7A of the Report of the Board of Directors for 2025. It is noted that as at December 31, 2025 the said data item was calculated in shekels (the Company’s presentation currency up to that time) and accordingly
the leverage ratio was 2.9.
|
| 44 |
It is clarified that these are indices that are not defined in accordance with IFRS and are not audited, however Company management believes that they are capable of assisting investors in understating the Company’s financial position
and its results. It is noted that different companies are likely to define these indices differently.
|
| 6. |
Adjusted financial
debt, net (Cont.)
|
| A. |
Compositions of the adjusted financial debt, net (Cont.)
|
|
Name of project
|
Gross debt
|
Cash and cash
equivalents
and deposits
(including
restricted cash
used for debt
service) (1)
|
Derivative
financial
instruments
for hedging
principal
and/or
interest
|
||||
|
Method of
presentation
in the
Company’s
financial
statements
|
Debt
(including
interest
payable and
deferred
expenses)
|
||||||
|
Weighted-
average
interest
rate
|
Final
repayment
date of
the loan
|
||||||
|
Net
debt
|
|||||||
|
Hadera
|
Consolidated
|
170
|
4.9%
|
2037
|
30
|
13
|
127
|
|
Headquarters and others in Israel
|
Consolidated
|
721
|
6.0%–6.2%
|
2033
|
37
|
–
|
684
|
|
Total Israel
|
891
|
5.9%
|
67
|
13
|
811
|
||
|
Active renewable energy projects
|
Associated (66.7%)
|
153
|
5.4%
|
2026–2030
|
6
|
2
|
145
|
|
Financing of construction of Rogues Wind
|
Associated (66.7%)
|
118
|
5.1%
|
2029
|
–
|
1
|
117
|
|
Renewable energies headquarters
|
Associated (66.7%)
|
–
|
–
|
56
|
–
|
(56)
|
|
|
Total renewable energy (2)
|
271
|
5.3%
|
62
|
3
|
206
|
||
|
Fairview (Cash Sweep 50%)
|
Associated (25%)
|
164
|
6.1%
|
2030–2031
|
1
|
–
|
163
|
|
Towantic (Cash Sweep 7%)
|
Associated (26%)
|
56
|
7.9%
|
2029
|
2
|
(1)
|
55
|
|
Maryland (Cash Sweep 50%)
|
Associated (75%)
|
194
|
5.7%
|
2028
|
28
|
1
|
165
|
|
Shore (3) (Cash Sweep 100%)
|
Consolidated
|
289
|
7.6%
|
2030–2032
|
2
|
(1)
|
288
|
|
Valley (4) (Cash Sweep 89%)
|
Associated (50%)
|
157
|
6.3%
|
2033
|
13
|
–
|
144
|
|
Three Rivers (8) (Cash Sweep 0%)
|
Associated (10%)
|
62
|
5.2%
|
2028
|
4
|
2
|
56
|
|
Total energy transition (5)
|
922
|
6.6%
|
50
|
1
|
871
|
||
|
Basin Ranch loan (6) TEF
|
Consolidated
|
256
|
3.0%
|
2045
|
105
|
–
|
151
|
|
Headquarters and others – U.S. (7)
|
Consolidated
|
225
|
6.8%
|
2032
|
281
|
–
|
(56)
|
|
Total U.S.
|
1,674
|
498
|
4
|
1,172
|
|||
|
Total energy headquarters (8)
|
553
|
2.5%–6.2% (weighted-average 4.0%)
|
2028–2034
|
883
|
–
|
(330)
|
|
|
Total
|
3,118
|
1,448
|
17
|
1,653
|
|||
| 6. |
Adjusted
financial debt, net (Cont.)
|
| A. |
Compositions of the adjusted financial debt, net (Cont.)
|
| (1) |
Includes restricted cash, in the amount of about $13 million (about NIS 40 million) in Hadera, about $19 million in the Energy Transition segment and about $153 million in the headquarters in the U.S. designated for the construction of
the Basin Ranch power plant.
|
| (2) |
As at the approval date of the report, CPV Renewables is carrying on negotiations with a bank for refinancing in the area of renewable energies in the U.S., whereby the parties intend to sign a financing agreement (in this Section – “the
Financing Agreement”) that is expected to include main components, as follows:
|
| A. |
A long‑term loan, in the amount of about $250 million, the purpose of which is repayment of the project loans: (1) a financing agreement for the Mountain Wind projects (active projects); (2) a financing agreement for the Stagecoach,
Maple Hill and Backbone projects (active projects); (3) an agreement for financing construction of the Rogues Wind project (as at the approval date of the report – a project under construction, expected to be active on the date of the
financial closing with a bank); where the difference, net of transaction costs (which are expected to total an immaterial amount), will be distributed as a dividend to CPV Renewables. The loan will bear interest that is to be paid quarterly
starting from December 31, 2026, bearing interest at the SOFR rate plus a margin of 1.8%–2.4%. The loan principal is to be repaid quarterly starting from March 31, 2027 based on the following repayment schedule:2027–2029: 2.5% per year;
2030: 7.5% per year; 2031: 10% per year; and December 31, 2031: repayment of the balance of the loan principal (75%).
|
| B. |
Credit frameworks for provision of guarantees and letters of credit, in the aggregate amount of about $180 million, of which about $60 million for provision of collaterals for active projects (mainly in place of existing frameworks
provided as part of the project financing) and an additional amount of about $120 million for provision of collaterals for development projects (mainly in place of existing frameworks provided by the Company and/or by the CPV Group in the
form of a company guarantee, as detailed in Note 7B to the Interim Statements). In addition, a credit framework for additional uses as will be agreed to by the parties, in the amount of about $100 million, backed by a company guarantee. The
validity of the credit frameworks will be concurrent mainly with a long‑term loan and will bear a commission at the rate of 1.2%–1.8%, depending on the type of the LC or guarantee.
|
| C. |
As part of the financing agreement, CPV Renewables will undertake to compliance, on a quarterly basis, with financial covenants: (A) minimum shareholders’ equity of about $350 million; and (B) a ratio of net financial debt to EBITDA that
does not exceed 8.0X (as the said terms are defined in the financing agreement).
|
| D. |
In addition, the financing agreement is expected to include limitations on distribution of dividends, as is customary in agreements of this type, including minimum shareholders’ equity of $500 million and a ratio of net financial debt to
EBITDA that does not exceed 7.0X (as the said terms are defined as part of the financial covenants that will be included in the financing agreement).
|
| E. |
As part of the financing agreement, CPV Renewables will undertake to various conditions, limitations, commitments and grounds for repayment, as is customary in agreements of this type, including: restrictions on liens (except for
permissible liens), provision of collaterals as will be determined in the detailed agreement, limitations on taking out debt (except for permissible debt), restrictions on selling of assets (particularly active assets), limitations on
change of control over the borrower (including with respect to a company in the CPV Group), restrictions on a change in the area of activities, obligations to hold minimum operating cash balances and the like.
|
| F. |
The financing agreement is expected to include commissions as is customary in agreements of this type, where early repayment commissions of the long‑term loan (except in respect of economic harm, if any), will be determined at gradually
decreasing levels over the period of the loan, such that after a number of years, as determined, an early repayment commission will no longer apply.
|
| 6. |
Adjusted
financial debt, net (Cont.)
|
| A. |
Compositions of the adjusted financial debt, net (Cont.)
|
| (2) |
(Cont.)
|
| (3) |
In May 2026, Shore’s financing agreement was amended such that the interest margin on the long‑term loan (and the revolving credit framework) was reduced from 3.75% to 3.25%.
|
| (4) |
In the Period of the Report, Valley completed an undertaking in a new financing agreement, wherein the interest margin on the loan was significantly reduced to 2.75% and the Cash Sweep rate was updated from 100% to a gradual mechanism
based on a leverage ratio, such that if the leverage ratio declines, the Cash Sweep rate will be gradually reduced from a rate of 75% to 50% and down to a rate of 25%. Upon completion of the new financing agreement in the aggregate amount
of about $425 million (of which about $325 million is in respect of a long‑term Term Loan), about $100 million was used for repayment of shareholders’ loans and distribution of dividends, where the share of the CPV Group is about $50
million.
|
| (5) |
The rate (%) of the Cash Sweep mechanism is in accordance with the estimate of the CPV Group and it could change from time to time based on the provisions of the financing agreements of the projects.
|
| (6) |
The amount of the debt presented in the table above represents the liability value of the TEF loan. For additional details regarding the book value of the TEF loan, including accounting adjustments made – see Note 9A to the Interim
Statements.
|
| (7) |
In October 2025, the CPV Group signed an agreement with Bank Leumi for financing part of the shareholders’ equity provided for construction of the Basin Ranch power plant, in the amount of about $300 million, which was increased in
February 2026 (upon completion of acquisition of the partner in the project), to the aggregate amount of about $430 million. For additional details – see Note 7A(1) to the Interim Statements.
|
| (8) |
In April 2026, Three Rivers completed an undertaking in a new financing agreement, as part of which a dividend was distributed to the project’s partners (in an amount that is not material to the CPV Group). Pursuant to the terms of the
asset‑exchange agreement under which the CPV Group acquired the balance of the holdings in the Maryland power plant in exchange for, among other things, sale of all its holdings in the Three Rivers power plant, as detailed in Note 6C to the
Interim Statements, the said proceeds of the dividend were taken into account as part of adjustment of the transaction price. In May 2026, upon completion of the exchange transaction, Three Rivers ceased to be an associated company of the
Company.
|
| (9) |
Includes balances of debt and cash in the Company and cash in ICG Energy Inc.
|
| (10) |
In May 2026, the Company’s Board of Directors approved a partial early repayment (debt prepayment), of the debentures (Series B), in the total amount of about $70 million (about NIS 200 million), to be executed in June 2026.
|
| (11) |
As at the approval date of the report, the Company is examining the possibility of taking out additional long‑term debt, particularly refinancing of existing long‑term debt and extending the weighted average maturity in OPC Israel,
in the amount of about $70 million (about NIS 200 million), on terms substantially similar to those detailed in Note 14B(1) of the annual financial statements. As at the approval date of the report, there is no certainty regarding the
said refinancing, the timing thereof or its final terms.
|
| 6. |
Adjusted
financial debt, net (Cont.)
|
| A. |
Compositions of the adjusted financial debt, net (Cont.)
|
|
Project
|
Method of
|
Debt
|
Cash and cash
|
Derivative
|
|
|
presentation
|
(including
|
equivalents
|
financial
|
||
|
in the
|
interest
|
and deposits
|
instruments
|
||
|
Company’s
|
payable
|
(including
|
for hedging
|
||
|
financial
|
and deferred
|
restricted cash used
|
principal
|
Net
|
|
|
statements
|
expenses)
|
for debt service)
|
and/or interest
|
debt
|
|
|
Hadera
|
Consolidated
|
172
|
22
|
13
|
137
|
|
Headquarters and others – Israel
|
Consolidated
|
721
|
68
|
–
|
653
|
|
Total Israel
|
893
|
90
|
13
|
790
|
|
|
Active renewable energy projects
|
Associated (66.7%)
|
157
|
3
|
1
|
153
|
|
Financing construction of Rogues Wind
|
Associated (66.7%)
|
78
|
–
|
1
|
77
|
|
Renewable energies headquarters
|
Associated (66.7%)
|
–
|
26
|
–
|
(26)
|
|
Total renewable energy
|
235
|
29
|
2
|
204
|
|
|
Fairview
|
Associated (25%)
|
169
|
4
|
–
|
165
|
|
Towantic
|
Associated (26%)
|
56
|
9
|
(1)
|
48
|
|
Maryland
|
Associated (75%)
|
196
|
20
|
1
|
175
|
|
Shore
|
Associated (89%)
|
257
|
2
|
(2)
|
257
|
|
Valley
|
Associated (50%)
|
144
|
32
|
–
|
112
|
|
Three Rivers
|
Associated (10%)
|
63
|
4
|
3
|
56
|
|
Total energy transition
|
885
|
71
|
1
|
813
|
|
|
Basin Ranch TEF loan
|
Associated (70%)
|
132
|
60
|
–
|
72
|
|
Headquarters and others – U.S.
|
Consolidated
|
153
|
278
|
–
|
(125)
|
|
Total U.S.
|
1,405
|
438
|
3
|
964
|
|
|
Total Energy headquarters
|
592
|
709
|
–
|
(117)
|
|
|
Total
|
2,890
|
1,237
|
16
|
1,637
|
|
| B. |
Interest and linkage bases
|
| C. |
Financial covenants
|
| 6. |
Adjusted
financial debt, net (Cont.)
|

| 7. |
Financial Position as at March 31, 2026 (in millions
of dollars)
|
|
Category
|
3/31/2026
|
12/31/2025
|
Board’s Explanations
|
|
Current Assets
|
|||
|
Cash and cash equivalents
|
1,158
|
913
|
For details – see Section 8 below.
|
|
Trade receivables
|
122
|
137
|
|
|
Receivables and debit balances
|
40
|
64
|
Most of the decrease stems from repayment of a loan to the associated company Valley as part of refinancing of the project debt.
|
|
Total current assets
|
1,320
|
1,114
|
|
|
Non-Current Assets
|
|||
|
Long-term deposits and restricted cash
|
165
|
164
|
|
|
Long-term receivables and debit balances
|
31
|
118
|
Most of the decrease stems from completion of a transaction for acquisition of the balance of the rights in the Basin Ranch project and the initial consolidation thereof, in the framework
of which an advance deposit, in the amount of about $58 million, was classified as part of the assets and liabilities consolidated, and an intercompany balance relating to development fees receivable from the project was cancelled, in the
amount of about $38 million.
|
|
Investments in associated companies
|
1,348
|
1,626
|
Most of the decrease, in the amount of about $348 million, derives from the initial consolidation of the Shore and Basin Ranch power plants (for additional details – see Notes 6A and 6B to
the Interim Statements) and dividends distributed to the CPV Group by associated companies, in the amount of about $32 million. This decrease was partly offset by an investment, prior to the consolidation, in the Basin Ranch power plant, in
the amount of about $65 million and income of associated companies, in the amount of about $34 million. For additional details regarding the results of associated companies – see Section 4D and Section 4E above.
|
|
Long-term derivative financial instruments
|
13
|
13
|
|
|
Property, plant and equipment
|
2,398
|
1,380
|
Most of the increase, in the amount of about $951 million, stems from the initial consolidation of the Shore and Basin Ranch power plants. For additional details – see Notes 6A and 6B to
the Interim Statements.
|
|
Right-of use assets and long-term deferred expenses
|
332
|
200
|
Most of the increase, in the amount of about $133 million, stems from the initial consolidation of the Shore power plant.
|
|
Intangible assets
|
84
|
83
|
|
|
Total non-current assets
|
4,371
|
3,584
|
|
|
Total assets
|
5,691
|
4,698
|
|
| 7. |
Financial Position as at March 31, 2026 (in millions
of dollars) (Cont.)
|
|
Category
|
3/31/2026
|
12/31/2025
|
Board’s Explanations
|
|
Current Liabilities
|
|||
|
Loans and credit from banks and financial institutions (including current maturities)
|
67
|
41
|
Most of the increase, in the amount of about $25 million, stems from the initial consolidation of the Shore power plant.
|
|
Current maturities of debentures
|
77
|
76
|
|
|
Trade payables
|
103
|
127
|
|
|
Payables and other credit balances
|
90
|
115
|
Most of the decrease, in the amount of about $70 million, stems from a payment in connection with the conclusion of the 2021 profit‑sharing plan of the CPV Group.
|
|
Total current liabilities
|
337
|
359
|
|
|
Non-Current Liabilities
|
|||
|
Long-term loans from banks and financial institutions
|
1,506
|
1,004
|
Most of the increase, in the amount of about $410 million, derives from the initial consolidation of the Shore and Basin Ranch power plants, an increase, in the amount
of about $68 million, stems from a withdrawal in the framework of a financing agreement with Bank Leumi by the CPV Group, and an increase, in the amount of about $42 million, from a withdrawal as part of the TEF loan in the Basin Ranch
project.
|
|
Long-term debt from holders of non-controlling interests
|
155
|
138
|
|
|
Debentures
|
475
|
510
|
Most of the decrease, in the amount of about $38 million, derives from repayment of debentures.
|
|
Long-term lease liabilities
|
162
|
7
|
Most of the increase, in the amount of about $161 million, derives from the initial consolidation of the Shore power plant.
|
|
Other long-term liabilities
|
67
|
6
|
Most of the increase, in the amount of about $54 million, derives from the initial consolidation of the Basin Ranch power plant.
|
|
Liabilities for deferred taxes
|
169
|
164
|
|
|
Total non-current liabilities
|
2,534
|
1,829
|
|
|
Total liabilities
|
2,871
|
2,188
|
|
|
Total equity
|
2,820
|
2,510
|
Most of the increase stems from issuance of shares, net, in the amount of about $255 million (about NIS 795 million), and from capital investments of the holders of non‑controlling interest
in the CPV Group, in the amount of about $54 million.
|
| 8. |
Liquidity and sources of financing
|

| (1) |
Most of the decrease in the cash flows provided by operating activities stems from a payment, in the amount of about $70 million, to employees of the CPV Group relating to exercise of participation units as part of conclusion of a
long‑term equity remuneration plan from 2021.
|
| (2) |
For additional details regarding the initial consolidation of the Basin Ranch and Shore power plants – see Notes 6A and 6B to the Interim Statements.
|
| (3) |
Most of the increase stems from an increase in respect of investments in the Basin Ranch project.
|
| (4) |
For additional details regarding an issuance of shares in the Period of the Report – see Note 7D to the Interim Statements.
|
| (5) |
Most of the increase stems from a withdrawal of a loan in the framework of a financing agreement of the CPV Group with Bank Leumi, as detailed in Note 7A(1) to the Interim Statements.
|
| (6) |
The increase derives from an increase in the investments of the non‑controlling interests in the United States. For additional details – see Note 23A(3) to the annual financial statements and Note 10C to the Interim Statements.
|
| 9. |
Additional Events in the Company’s Areas of Activities in the Period of the Report and Thereafter
|
| A. |
Examination of opportunities to expand the Company’s activities in the area of generation and supply of electricity from renewable energies in the United States – further to the that stated in Section 8.1.3.3 of Part A of the
Periodic Report for 2025 with respect to the Company’s estimates regarding the demand for electricity from renewable energies in the United States, the Company is examining and may continue to examine from time to time, opportunities for
expansion of its activities in the area of generation and supply of electricity from renewable energies by means of acquisition of platforms, which includes projects in various stages (active, under construction and various stages of
development) in the area of renewable energies in the United States and/or in additional geographic areas (other than Israel and the United States), which will be consistent with the Company’s strategy in its area of activities.
|
| B. |
Expansion of the Company’s activities in the area of solutions for supply of electricity to data centers in Israel, signing a PPA agreement – further to the that stated in Section 7.3 of Part A of the Periodic Report for 2025 with
respect to developments regarding the matter of advancement of data centers in Israel and that stated in Section 18.1 regarding the Company’s intention to expand its undertakings with customers in the area, as at the date of the report the
Company is advancing various possibilities for optimal utilization of the Company’s sites and facilities in favor of undertakings with projects of data centers, including development of new power plants and various solutions for supply of
electricity to projects, as stated.
|
| C. |
Notification of a labor dispute at the Zomet power plant – further to the that stated in Section 9.4 of Part A of the Periodic Report for 2025 with respect to negotiations for drafting a final collective bargaining agreement for
Zomet further to the notification that employees are joining together to take collective action, as at the approval date of the report a notification of a labor dispute was filed against the background of the existence of open issues in the
framework of the negotiations. Zomet intends to continue the negotiations and has set a goal of reaching consents and formulating a collective agreement, however there is no certainty that steps will not be taken by the employees that have
joined together as part of the process. In the Company’s assessment, such actions are not expected to have a significant impact on the Company’s activities.
|
| 10. |
Debentures (Series B, C and D)
|
| 11. |
Impacts of changes in the macro‑economic environment on the Group’s activities and its results
|
|
Dollar/shekel exchange rate*
|
2026
|
2025
|
Change
|
|
At the end of the prior year
|
3.190
|
3.647
|
(12.5%)
|
|
As at March 31
|
3.165
|
3.718
|
(14.9%)
|
|
Average January – March
|
3.122
|
3.613
|
(13.6%)
|
| * |
The dollar/shekel exchange rate shortly before the approval date of the report (on May 15, 2026) is 2.916.
|
|
Changes in the interest
|
Interest rate
|
||
|
rate in the period of the
|
on the approval
|
||
|
Country
|
report and thereafter
|
date of the report
|
Interest forecast
|
|
Israel
|
January 2026 – reduction of 0.25% to 4.00%
|
4.00%
|
About 3.5%–3.75% on average for the four quarters ending with the first quarter of 2027, based on the forecast of Bank of Israel.
|
|
U.S.
|
The have been no changes
|
3.50%–3.75%
|
Average range of about 3.1%–3.6% during 2026, based on the forecast of the U.S. Federal Reserve Bank.
|
| 11. |
Impacts of changes in the macro‑economic environment on the Group’s activities and its results (Cont.)
|
|
Bank of
|
||||
|
Israel
|
Federal
|
|||
|
Israeli
|
U.S.
|
Interest
|
interest
|
|
|
CPI
|
CPI
|
Rate
|
rate
|
|
|
On May 16, 2026
|
119.5
|
333.0
|
4.00%
|
3.50%–3.75%
|
|
On March 31, 2026
|
117.7
|
326.8
|
4.00%
|
3.50%–3.75%
|
|
On December 31, 2025
|
117.8
|
324.1
|
4.25%
|
3.50%–3.75%
|
|
On March 31, 2025
|
115.4
|
319.1
|
4.5%
|
4.25%–4.50%
|
|
On December 31, 2024
|
115.1
|
315.5
|
4.5%
|
4.25%–4.50%
|
|
Change in the first quarter of 2026
|
(0.1%)
|
0.8%
|
(0.25%)
|
0%
|
|
Change in the first quarter of 2025
|
0.3%
|
1.1%
|
0%
|
0%
|
| 12. |
Corporate Governance
|
| 1. |
Reappointment of Ms. Shirli Mashkif as an external director of the Company for an additional period of service of three years commencing from July 1, 2026, regarding which she will be entitled to the service conditions for the Company’s
directors, including directors’ fees in accordance with her classification as an expert director.
|
| 2. |
Appointment of Ms. Ruth Ralbag as an external director of the Company for an initial period of service of three years commencing from July 1, 2026, regarding which she will be entitled to the service conditions for the Company’s
directors, including directors’ fees in accordance with her classification as an expert director.
|
| 13. |
Contributions policy
|
|
Recipient of the
|
Amount of the
|
Relationship to the
|
|
Contribution
|
Contribution
|
Recipient of the Contribution
|
|
“Password for Every Student” Society
|
1,000
|
“Password for Every Student” also receives contributions from parties related to the Company’s controlling shareholder,
including corporations in which officers serving as directors of the Company hold positions (including from the Israel Corporation Group and its controlling shareholders). The Company’s CEO is a representative of the project’s Steering
Committee without compensation.
|
|
“Rahashei Lev” Society
|
150
|
For the sake of good order, it is noted that as the Company was informed, commencing from November 2022, the daughter of Mr. Joseph Tenne, an external director of the
Company, is employed by the Tel Aviv Sourasky Medical Center.
|
|
“Running to Give” Society
|
50
|
For the sake of good order, it is noted that a relative of the Company’s CEO serves as Chairman of the Society without compensation.
|
|
Yair Caspi
|
Giora Almogy
|
|
Chairman of the Board of Directors
|
CEO
|
| – |
In the peak hours, electricity is sold in the maximum scope;
|
| – |
Sale of the balance of the electricity is made in the off‑peak hours.
|
| – |
The scope of the generation of each power plant was estimated separately on the basis of the historical generation data while taking generation forecasts into account.
|
| * |
Assumption of a thermal conversion ratio (heat rate) of 6.9 MMBtu/MWh for Maryland, Shore and Valley, and a thermal conversion ratio (heat rate) of 6.5 MMBtu/MWh for Towantic, Fairview and Basin Ranch.
|
|
Power Plants (Rate of Holdings)48
|
For the
|
||
|
nine-month
|
|||
|
period
|
|||
|
April
|
|||
|
through
|
|||
|
December
|
|||
|
2026
|
2027
|
2028
|
|
|
Fairview (25%)
|
|||
|
Gas price (Texas Eastern M3)
|
2.85
|
4.41
|
4.23
|
|
Electricity price (AEP Dayton (AD))
|
53.37
|
56.26
|
55.65
|
|
Electricity margin
|
34.88
|
27.60
|
28.12
|
|
Towantic (26%)
|
|||
|
Gas price (Algonquin City Gate)
|
4.48
|
7.04
|
6.17
|
|
Electricity price (Mass Hub)
|
63.64
|
78.56
|
70.42
|
|
Electricity margin
|
34.54
|
32.81
|
30.30
|
|
Maryland (100%)
|
|||
|
Gas price (Transco Zone 5)
|
3.97
|
4.96
|
4.73
|
|
Electricity price (PJM West Hub)
|
65.00
|
68.62
|
67.30
|
|
Electricity margin
|
37.63
|
34.38
|
34.66
|
|
Shore (100%)
|
|||
|
Gas price (Texas Eastern M3)
|
2.85
|
4.41
|
4.23
|
|
Electricity price (PJM West Hub)
|
65.00
|
68.62
|
67.30
|
|
Electricity margin
|
45.37
|
38.19
|
38.08
|
|
Valley (50%)
|
|||
|
Gas price (Texas Eastern M3 – 70%, Dominion South Pt – 30%)
|
2.71
|
3.97
|
3.85
|
|
Electricity price (New York Zone G)
|
62.86
|
75.50
|
68.84
|
|
Electricity margin
|
44.19
|
48.08
|
42.27
|
|
Basin Ranch (under construction) (100%)
|
|||
|
Gas price (Waha)
|
(0.43)
|
2.47
|
2.44
|
|
Electricity price (ERCOT West Pk)
|
44.11
|
52.12
|
55.94
|
|
Electricity margin
|
46.91
|
36.10
|
40.07
|
|
Mass Hub
OPk
|
Mass Hub
Pk
|
East NY ZnG
OPk
|
East NY
ZnG Pk
|
AEP-
Dayton
OPk
|
AEP-
Dayton Pk
|
PJM West
OPk
|
PJM West
Pk
|
Contract Date |
| 47.03 |
54.14 |
47.41 |
56.54 |
39.84 |
51.81 |
43.82 |
65.06 |
01/03/2026 |
| 41.86 |
48.73 |
41.61 |
47.63 |
41.29 |
53.35 |
43.69 |
62.16 |
01/04/2026 |
| 36.19 |
43.29 |
36.74 |
56.71 |
32.76 |
54.48 |
35.71 |
64.25 |
01/05/2026 |
| 40.84 |
57.97 |
39.99 |
62.20 |
32.83 |
59.88 |
35.73 |
70.18 |
01/06/2026 |
| 53.08 |
89.88 |
54.12 |
92.84 |
42.38 |
81.41 |
46.42 |
98.82 |
01/07/2026 |
| 40.93 |
68.23 |
43.80 |
70.15 |
37.53 |
69.81 |
40.56 |
82.26 |
01/08/2026 |
| 37.32 |
48.29 |
38.30 |
50.80 |
33.84 |
58.68 |
36.75 |
66.22 |
01/09/2026 |
| 38.86 |
46.27 |
39.59 |
48.78 |
41.58 |
56.96 |
45.81 |
64.31 |
01/10/2026 |
| 64.05 |
70.84 |
60.08 |
69.84 |
46.73 |
58.43 |
50.64 |
65.48 |
01/11/2026 |
| 139.71 |
149.57 |
115.88 |
130.87 |
62.47 |
67.49 |
70.63 |
80.30 |
01/12/2026 |
| 175.62 |
182.79 |
159.30 |
164.83 |
73.27 |
84.59 |
101.14 |
109.40 |
01/01/2027 |
| 143.93 |
163.00 |
129.01 |
150.32 |
61.76 |
71.16 |
85.69 |
94.93 |
01/02/2027 |
| 61.36 |
75.75 |
54.44 |
72.57 |
42.96 |
51.95 |
47.85 |
60.05 |
01/03/2027 |
| 43.63 |
48.86 |
43.38 |
48.96 |
40.51 |
50.80 |
44.20 |
57.64 |
01/04/2027 |
| 33.68 |
43.94 |
35.21 |
44.39 |
32.30 |
51.27 |
35.90 |
57.71 |
01/05/2027 |
| 37.15 |
55.38 |
39.96 |
57.76 |
33.83 |
58.22 |
36.16 |
64.39 |
01/06/2027 |
| 53.64 |
90.88 |
53.89 |
93.30 |
43.52 |
86.28 |
46.51 |
99.05 |
01/07/2027 |
| 44.21 |
72.95 |
45.15 |
74.98 |
38.29 |
71.81 |
41.34 |
83.20 |
01/08/2027 |
| 38.46 |
48.05 |
37.82 |
49.79 |
34.26 |
56.89 |
36.70 |
62.95 |
01/09/2027 |
| 40.71 |
48.07 |
38.53 |
48.96 |
41.15 |
55.73 |
45.92 |
62.11 |
01/10/2027 |
| 59.88 |
67.46 |
52.11 |
65.63 |
46.26 |
57.36 |
49.56 |
63.51 |
01/11/2027 |
| 104.31 |
113.91 |
91.58 |
105.56 |
61.27 |
71.49 | 67.65 |
79.68 |
01/12/2027 |
| 130.00 |
146.19 |
112.02 |
135.24 |
69.02 |
81.54 | 94.21 |
104.00 |
01/01/2028 |
| 119.27 |
127.49 |
104.44 |
116.18 |
62.13 |
70.91 | 85.42 |
93.59 |
01/02/2028 |
| 55.06 |
66.55 |
52.29 |
70.45 |
42.28 |
49.69 | 47.75 |
58.08 |
01/03/2028 |
| 42.41 |
4735 |
41.02 |
48.59 |
37.75 |
50.52 | 41.34 |
56.51 |
01/04/2028 |
| 35.89 |
41.72 |
35.34 |
45.48 |
35.07 |
49.67 | 38.31 |
55.83 |
01/05/2028 |
| 36.94 |
52.44 |
37.88 |
56.10 |
33.92 |
58.15 | 36.30 |
63.53 |
01/06/2028 |
| 52.20 |
91.41 |
55.57 |
91.31 |
42.49 |
86.75 | 46.34 |
96.87 |
01/07/2028 |
| 45.87 |
72.84 |
48.94 |
73.82 |
38.94 |
75.39 | 42.29 |
84.64 |
01/08/2028 |
| 36.58 |
48.67 |
35.49 |
52.73 |
33.40 |
56.18 |
36.49 |
61.51 |
01/09/2028 |
| 44.54 |
50.43 |
41.41 |
48.75 |
42.55 |
57.18 |
45.75 |
61.99 |
01/10/2028 |
| 51.71 |
61.38 |
46.79 |
57.95 |
43.09 |
58.18 |
47.65 |
64.46 |
01/11/2028 |
| 91.01 |
105.17 |
84.90 |
102.93 |
57.72 |
68.76 |
64.38 |
76.45 |
01/12/2028 |
| Waha |
Transco
Zn5 Dlvd
|
Chicago
CG
|
Texas
Eastern M-
2
|
Algonquin
CG
|
Dominion
S Pt
|
Texas
Eastern M-
3
|
ERCOT
West OPk
|
ERCOT
West Pk
|
Contract Date |
| -2.93 |
2.64 |
2.52 |
2.20 |
2.62 |
2.20 |
2.22 |
14.90 |
19.87 |
01/03/2026 |
| -3.30 |
3.26 |
2.63 |
2.12 |
2.47 |
2.12 |
2.19 |
24.53 |
22.01 |
01/04/2026 |
| -2.85 |
3.58 |
2.47 |
1.95 |
2.19 |
1.94 |
2.06 |
31.47 |
32.09 |
01/05/2026 |
| -1.77 |
3.54 |
2.59 |
2.10 |
3.25 |
2.08 |
2.25 |
34.96 |
38.44 |
01/06/2026 |
| -0.79 |
3.87 |
2.83 |
2.38 |
3.92 |
2.34 |
2.64 |
46.57 |
66.55 |
01/07/2026 |
| -0.48 |
3.79 |
2.89 |
2.39 |
3.43 |
2.37 |
2.67 |
60.19 |
102.54 |
01/08/2026 |
| -0.28 |
3.47 |
2.85 |
2.10 |
2.45 |
2.08 |
2.21 |
42.95 |
53.06 |
01/09/2026 |
| 0.53 |
3.56 |
2.87 |
2.07 |
2.42 |
2.05 |
2.21 |
36.55 |
36.20 |
01/10/2026 |
| 1.82 |
3.68 |
3.34 |
2.71 |
5.21 |
2.68 |
3.00 |
39.39 |
38.23 |
01/11/2026 |
| 3.24 |
6.94 |
4.59 |
3.89 |
14.96 |
3.77 |
6.38 |
49.92 |
42.24 |
01/12/2026 |
| 3.93 |
10.89 |
5.49 |
4.51 |
19.52 |
4.28 |
11.06 |
71.13 |
55.06 |
01/01/2027 |
| 3.46 |
9.39 |
5.03 |
4.06 |
17.17 |
3.84 |
9.56 |
67.21 |
53.25 |
01/02/2027 |
| 2.28 |
4.36 |
3.26 |
3.05 |
6.61 |
2.94 |
3.34 |
35.95 |
36.92 |
01/03/2027 |
| 1.64 |
3.55 |
2.94 |
2.63 |
3.41 |
2.60 |
2.75 |
35.76 |
35.69 |
01/04/2027 |
| 1.65 |
3.63 |
2.84 |
2.43 |
2.98 |
2.44 |
2.62 |
39.26 |
38.44 |
01/05/2027 |
| 1.92 |
3.64 |
2.93 |
2.50 |
3.22 |
2.53 |
2.80 |
42.50 |
41.80 |
01/06/2027 |
| 2.42 |
3.86 |
3.14 |
2.65 |
4.20 |
2.67 |
3.07 |
65.99 |
71.58 |
01/07/2027 |
| 2.43 |
3.78 |
3.19 |
2.64 |
4.07 |
2.65 |
3.05 |
78.41 |
110.66 |
01/08/2027 |
| 2.20 |
3.42 |
3.14 |
2.40 |
2.93 |
2.34 |
2.59 |
48.98 |
51.39 |
01/09/2027 |
| 2.29 | 3.40 |
3.24 |
2.36 |
3.07 |
2.33 |
2.61 |
40.95 |
38.19 |
01/10/2027 |
| 2.28 |
3.62 |
3.57 |
2.93 |
5.53 |
2.93 |
3.27 |
40.86 |
38.98 |
01/11/2027 |
| 3.09 |
6.01 |
4.75 |
4.01 |
11.76 |
3.92 |
6.20 |
58.96 |
53.00 |
01/12/2027 |
| 3.70 |
10.15 |
5.62 |
4.64 |
15.31 |
4.44 |
9.77 |
83.23 |
62.69 |
01/01/2028 |
| 3.02 |
8.47 |
5.02 |
4.05 |
13.28 |
3.87 |
8.49 |
79.30 |
59.93 |
01/02/2028 |
| 1.66 |
4.09 |
3.29 |
3.13 |
6.50 |
3.03 |
3.38 |
42.53 |
38.19 | 01/03/2028 |
| 1.35 |
3.54 |
2.95 |
2.50 |
3.74 |
2.51 |
2.82 |
40.87 |
36.97 | 01/04/2028 |
| 1.41 |
3.59 |
2.85 |
2.41 |
3.18 |
2.37 |
2.69 |
38.63 |
40.47 |
01/05/2028 |
| 1.68 |
3.51 |
2.94 |
2.53 |
3.32 |
2.52 |
2.83 |
47.46 |
44.62 |
01/06/2028 |
| 2.45 |
3.57 |
3.18 |
2.69 |
3.92 |
2.63 |
2.90 |
72.29 |
83.50 |
01/07/2028 |
| 2.62 |
3.50 |
3.24 |
2.67 |
3.79 |
2.63 |
2.85 |
73.69 |
109.86 |
01/08/2028 |
| 2.44 |
3.36 |
3.18 |
2.35 |
3.11 |
2.38 |
2.66 |
53.06 |
52.42 |
01/09/2028 |
| 2.52 |
3.31 |
3.28 |
2.30 |
3.38 |
2.38 |
2.80 |
46.87 |
39.52 |
01/10/2028 |
| 2.82 |
3.34 |
3.59 |
2.92 |
4.85 |
2.92 |
3.35 |
44.19 |
39.26 |
01/11/2028 |
| 3.61 |
6.35 |
4.65 |
3.84 |
9.69 |
3.75 |
6.30 |
56.22 |
55.77 |
01/12/2028 |