DEF 14A of Avista Corp, Apr 1, 2026

DEF 14A of Avista Corp

Filed Apr 1, 2026 · FY20250001193125-26-138034

Open on EDGAR

  1. BOARD OF DIRECTORS

    BOARD OF DIRECTORS https://investor.avistacorp.com/corporate-governance/management#board_directors

  2. Definition of Certain Terms or Abbreviations

    | ASC | Accounting Standards Codification | | CAP | Compensation Actually Paid | | CEO | Chief Executive Officer | | CEPS | Cumulative Earnings Per Share | | CFO | Chief Financial Officer | | CIC | Change in Control | | Deloitte | Deloitte & Touche LLP, the member firms of Deloitte Touche Tomatsu, Ltd., and their respective affiliates | | EDC Plan | Executive Deferred Compensation Plan | | EPS | Earnings Per Share | | ERM | Energy Recovery Mechanism | | FASB | Financial Accounting Standards Board | | GAAP | Generally Accepted Accounting Principles | | LTIP | Long-Term Incentive Plan | | Meridian | Meridian Compensation Partners | | NEO | Named Executive Officer | | NYSE | New York Stock Exchange | | PSU | Performance Share Unit | | PvP | Pay vs. Performance | | RSU | Restricted Stock Unit | | SEC | Securities and Exchange Commission | | SERP | Supplemental Executive Retirement Plan | | SVP | Senior Vice President | | TSR | Total Shareholder Return | | VP | Vice President | | WTW | Willis Towers Watson |

  3. Compensation Highlights

    | OUR ANNUAL CASH INCENTIVE 114% 2025 PAYOUT | OUR CUMULATIVE EARNINGS PER SHARE PERFORMANCE SHARES 40% 2025 PAYOUT | OUR TOTAL SHAREHOLDER RETURN PERFORMANCE SHARES 0% 2025 PAYOUT | OUR CEO’S PAY WAS 62% LINKED TO SHARE VALUE IN 2025 |

  4. HIGHLIGHTS

    | | The Compensation Committee approved base salary adjustments of 55% for our newly appointed CEO, and adjustments ranging from 3% to 8% for our other NEOs. These determinations were based upon competitive market analyses, evaluations of individual performance, and other considerations, as further detailed in the Compensation Discussion and Analysis section. | | | In early 2026, our NEOs received a payout for one-third of their restricted stock units (“RSUs”) granted in each of 2023, 2024 and 2025, along with the associated dividend equivalents. These RSUs are time-based, and one-third vest each year over a three-year period. | | | Our Cumulative Earnings Per Share (“CEPS”) landed at our three-year CEPS threshold, which resulted in payment of 40% of the performance share units (“PSUs”) related to CEPS granted in 2023 for the 2023-2025 performance period and the associated dividend equivalents. |

  5. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  6. What are you voting on?

    | Director Selection Process The Board is elected by the shareholders to oversee their interests in the long-term overall success of the Company’s business and its financial strength. Our directors have diverse backgrounds and experience and represent a broad spectrum of viewpoints. The Board has a robust and effective director nomination and evaluation process. The Board has delegated to the Governance Committee the responsibility for reviewing and recommending to the Board nominees for director. The Governance Committee annually reviews with the Board the composition of the Board as a whole and recommends, if necessary, steps to be taken so the Board reflects the appropriate balance of knowledge, experience, competencies and expertise, all in the context of an assessment of the needs of the Board and the Company at the time. In evaluating a director candidate, the Governance Committee considers the knowledge, experience, integrity, business acumen and judgment of that candidate; the potential contribution of that candidate to the diversity of backgrounds, experience and competencies the Board desires to have represented; the willingness of that candidate to consider strategic proposals; and any other criteria established by the Board, as well as any core competencies or technical expertise necessary to staff the Board committees. | | | | GENDER DIVERSITY | ETHNIC/RACIAL DIVERSITY | | | | | |

  7. Board Committees

    The Board regularly reviews director compensation with the assistance of Meridian Compensation Partners (the same consultant used for executive compensation) to determine whether it is appropriate and competitive in light of market circumstances and prevailing best practices for corporate governance for the energy/utility industry. The Board targets overall director compensation to the median of the same peer group used to review executive compensation. (See “Competitive Analysis and Peer Group” in the Compensation Discussion and Analysis.) As a result of this review process, the annual retainer for directors was increased from $235,000 to $250,000 effective September 1, 2025. The elements of director compensation reflect the Board’s view that compensation to the independent directors should consist of an appropriate mix of cash and stock. The cash portion of the retainer is paid quarterly, and the stock portion is paid annually (as soon as practicable following the Annual Meeting). Employee directors are not compensated for their Board service.

  8. Elements of Director Compensation

    Elements of Director Compensation

  9. Elements of Director Compensation

    | Pay Element | | Compensation $ | | ANNUAL RETAINER (CASH AND STOCK) | Board Members: | 250,000 | | | (Directors receive an annual retainer of $250,000, with $145,000 automatically paid in stock. Directors have the option of taking the balance in cash, stock or a combination of both cash and stock.) | | | ADDITIONAL CHAIR AND COMMITTEE CHAIR RETAINERS (CASH) | Audit Committee | 25,000 | | | Compensation Committee | 20,000 | | | Environmental Committee | 15,000 | | | Finance Committee | 15,000 | | | Governance Committee | 15,000 | | | Vice Chair | 30,000 | | | Non-Executive Chair | 110,000 |

  10. Elements of Director Compensation

    Each director is entitled to reimbursement of reasonable out-of-pocket expenses incurred in connection with meetings of the Board or its committees and related activities, including third party director education courses and materials. These expenses include travel to and from the meetings, as well as any expenses they incur while attending the meetings. The Company does not provide perquisites or other personal benefits to its Board members.

  11. Director Compensation Table — 2025

    Director Compensation Table — 2025

  12. Director Compensation Table — 2025

    | | Annual Retainer | | | | Director Name | Director Compensation Paid in Cash ($)(1) | Director Compensation Paid in Stock ($)(2) | Total Compensation ($)(3) | | Director Name | Director Compensation Paid in Cash($)(1) | Director Compensation Paid in Stock($)(2) | Total Compensation($)(3) | | Julie A. Bentz | 98,107 | 138,293 | 236,400 | | Donald C. Burke | 148,998 | 138,293 | 287,292 | | Kevin B. Jacobsen | 98,107 | 138,293 | 236,400 | | Rebecca A. Klein | 62,951 | 188,224 | 251,175 | | Sena M. Kwawu | 112,882 | 138,293 | 251,175 | | Scott H. Maw | 116,165 | 138,293 | 254,458 | | Scott L. Morris | 199,890 | 138,293 | 338,183 | | Jeffry L. Philipps | 98,107 | 138,293 | 236,400 | | Heidi B. Stanley | 98,107 | 138,293 | 236,400 | | Janet Widmann | 112,882 | 138,293 | 251,175 | | Totals | 1,146,193 | 1,432,866 | 2,579,058 |

  13. Director Compensation Table — 2025

    | (1) Amounts in this column include cash retainers, fractional stock issuances, Chair retainers, and Board and committee meeting fees. |

  14. Director Compensation Table — 2025

    | (2) Amounts in this column include stock issuances. Stock is issued in whole shares based on the current market price at the time of issuance. Stock is fully vested upon issuance. All fractional shares are paid in cash. |

  15. Director Compensation Table — 2025

    | (3) The Company does not provide perquisites or other personal benefits to its Board members. |

  16. Director Compensation Table — 2025

    | AVISTA CORPORATION • 2026 PROXY STATEMENT | 29 |

  17. Business Results Impact on Incentive Compensation

    | RECENT PERFORMANCE RESULTS: SELECT ANNUAL INCENTIVE PLAN METRICS |

  18. Business Results Impact on Incentive Compensation

    | RECENT PERFORMANCE RESULTS: LONG-TERM INCENTIVE PLAN METRICS | | | | |

  19. Business Results Impact on Incentive Compensation

    | CHIEF EXECUTIVE OFFICER: 2025 TARGET COMPENSATION VS. REALIZED COMPENSATION | | * The target amount shown for the RSUs is the grant date fair value of the portion of the 2023, 2024, and 2025 awards that could have vested if the CEO was not terminated on December 31, 2025. The target amount for the CEO’s PSUs represents the aggregate grant date fair value of the 2023 awards that could have vested if the TSR and the three-year CEPS performance conditions were met for the 2023-2025 performance period. The amount shown as the actual compensation realized by our CEO for 2025 includes her base salary, the actual annual cash incentive plan amount paid in early 2026 for 2025 performance, the value, as of the vesting date, of the RSUs that vested in early 2026, and the actual value, as of the vesting date, of the PSUs that were realized for the 2023 – 2025 performance period. Values for RSUs and PSUs do not include dividend equivalents. |

  20. Compensation Governance Practices

    | Practices We Employ | Practices We Avoid | | • We align pay and performance • We mitigate undue risk (see Risk Mitigation Overview) • We maintain stock ownership guidelines consistent with market practices • We maintain a recoupment (i.e., clawback) policy that allows the Company to recoup compensation due to financial and other detrimental misconduct • We pay Change in Control (“CIC”) severance solely upon a double trigger • The Compensation Committee reviews NEO tally sheets annually • The Compensation Committee is composed entirely of independent directors • The Compensation Committee engages an independent compensation consultant • The Compensation Committee regularly meets in executive sessions without management present | • We do not provide perquisites • We do not permit hedging or short sales of Company stock by directors or officers • We do not permit pledging of company stock by directors or officers • We restrict the purchase and sale of securities under an insider trading policy • We do not pay dividends or dividend equivalents on performance awards unless and until the awards are earned • We do not provide any tax gross-ups under our CIC Plan • We do not offer additional Supplemental Executive Retirement Plan (“SERP”) service credits as a recruitment tool for hiring executives |

  21. ROLE OF THE COMPENSATION CONSULTANT

    ROLE OF THE COMPENSATION CONSULTANT The Compensation Committee selects and retains an independent compensation consultant to support its oversight of our executive compensation programs. For 2025, the Compensation Committee engaged Meridian Compensation Partners (“Meridian”) as its independent compensation consultant. (The Committee also purchased survey information from the Willis Towers Watson (“WTW”) Energy Services Executive Compensation database but did not otherwise consult with WTW.) Meridian provides the Compensation Committee consulting services solely relating to executive compensation and related governance matters. In accordance with NYSE rules, the Compensation Committee determined Meridian is independent and, further, no conflicts of interest arose due to Meridian’s services rendered to the Compensation Committee. A representative of Meridian attended Compensation Committee meetings in 2025 and advised the Compensation Committee on the principal aspects of executive compensation, including the competitiveness of program design and award values and specific analyses for our executive officers. The Compensation Committee determines the work to be performed by Meridian. Meridian works with our SVP of Safety & Chief People Officer and his staff to gather data required in preparing its analyses for Compensation Committee review. Meridian provides services or advice to management only to the extent requested by the Compensation Committee. Meridian interacts with management to gather information and obtain recommendations, but the Compensation Committee Chair determines if and when Meridian’s advice and materials can be shared with management. When important pay decisions are made, Meridian provides advice to the Compensation Committee in an executive session without Company management present. This approach ensures the Compensation Committee receives objective advice from Meridian so the Compensation Committee can make independent decisions about executive pay.

  22. RISK MITIGATION OVERVIEW

    | • | Short- and long-term incentive payments are capped; |

  23. RISK MITIGATION OVERVIEW

    | • | Annual cash incentive design balances key performance metrics focused on financial results and system sustainability over time; |

  24. RISK MITIGATION OVERVIEW

    | • | The total compensation program does not guarantee bonuses and has multiple financial and non-financial performance measures; |

  25. RISK MITIGATION OVERVIEW

    | • | The Compensation Committee reviews both short-term and long-term financial scenarios with a view to ensuring the plan design does not encourage executives to take excessive risks but also does not discourage appropriate risks; |

  26. COMPENSATION PHILOSOPHY AND OBJECTIVES

    COMPENSATION PHILOSOPHY AND OBJECTIVES Our executive compensation program is designed to align executive pay with our financial and operational performance and the creation of long-term value for our shareholders. To accomplish these objectives, our compensation program incents executive officers to achieve specific annual, long-term, and strategic goals and improves shareholder value. The Compensation Committee believes the overall compensation of our senior executives should be weighted toward variable performance-based compensation. As a result, a significant portion of compensation is linked with goals related to specific items of corporate performance likely to produce long-term shareholder and customer value. The charts below show the portion of target compensation that is variable and, therefore, is “at risk” for our CEO and the average for our other NEOs. Variable compensation includes annual incentives, RSUs and PSUs. The charts also show the portion of target compensation for our CEO and the average target compensation for our other NEOs directly linked to share value, including RSUs and PSUs.

  27. COMPETITIVE ANALYSIS AND PEER GROUP

    COMPETITIVE ANALYSIS AND PEER GROUP The Compensation Committee believes it is important to provide a compensation structure competitive with compensation paid to comparable executives of companies within the energy/utility industry to ensure the Company can attract and retain quality employees in key positions to lead the Company. To achieve this objective, the Compensation Committee works with Meridian to conduct an annual competitive review of its total compensation program for our CEO and other NEOs. Through the review process, the Compensation Committee generally targets overall total compensation levels (base, short-term incentive and long-term incentives) at the median of the peer group. Pay components for an individual NEO may be higher or lower than the median depending on an individual’s role, responsibilities, and performance within the Company. The Compensation Committee believes this target positioning is effective in attracting and retaining our executives. The Compensation Committee annually compares each element of NEO total compensation against a peer group of publicly traded companies within the energy/utility industry of similar revenue size and market capitalization. For 2025, our NEO compensation was compared with market data, as disclosed in proxy statements, from the fifteen companies in the S&P 400 Mid-Cap Utilities Index (“Proxy Peer Group”). This group is designed to be representative of the Company’s business, size and competitive market for talent. The use of publicly disclosed data allows the Company to maintain a consistent peer group. The Proxy Peer Group can change slightly from year to year due to changes in the S&P 400 Mid-Cap Utilities Index. In 2025, Talen Energy was added and ALLETE, Inc. was removed following its acquisition and de-listing. The companies comprising the 2025 Proxy Peer Group were:

  28. COMPETITIVE ANALYSIS AND PEER GROUP

    | Black Hills Corporation | NorthWestern Corporation | Southwest Gas Holdings, Inc. | | Essential Utilities, Inc. | OGE Energy Corp | Spire Inc. | | IDACORP, Inc. | ONE Gas, Inc. | Talen Energy | | National Fuel Gas Company | Ormat Technologies, Inc. | TXNM Energy, Inc. | | New Jersey Resources Company | Portland General Electric Co. | UGI Corporation |

  29. COMPETITIVE ANALYSIS AND PEER GROUP

    To supplement market data derived from the Proxy Peer Group, the Compensation Committee also considers benchmark compensation data derived from the WTW Energy Services Executive Compensation database, which covers comparable diversified energy companies with revenues between $1 billion and $3 billion and with median revenues of $1.82 billion. This supplemental compensation data helps to inform the Compensation Committee on broad market compensation practices and trends within the energy services sector.

  30. LONG-TERM EQUITY COMPENSATION

    LONG-TERM EQUITY COMPENSATION The Compensation Committee believes equity-based compensation is the most effective way to create a long-term link between shareholder returns and the compensation provided to NEOs and other key management. This program encourages participants to focus on long-term Company performance and provides an opportunity for executive officers and designated key employees to increase their ownership in the Company through grants of Company stock that can be earned based on either service or performance, over a three-year cycle. Using long-term performance awards and time-based restricted stock units (“RSUs”), the Company can compensate executives for sustained increases in the Company’s stock performance, as well as long-term growth relative to its peer group for the relevant cycle.

  31. LONG-TERM EQUITY COMPENSATION

    | AVISTA CORPORATION • 2026 PROXY STATEMENT | 43 |

  32. LONG-TERM EQUITY COMPENSATION

    The Company’s current Long-Term Incentive Plan (“LTIP”) authorizes various types of equity awards. As with all the components of executive compensation, the Compensation Committee determines all material aspects of the long-term incentive awards — who receives an award, the form of the award, the amount of the award, the timing of the award, as well as any other aspect of the award it may deem material. For 2025 equity grants, the Compensation Committee determined each NEO’s target LTIP value based on competitive market data and the NEO’s ability to influence overall Company performance. In addition, and as previously discussed, the Compensation Committee targets overall total compensation levels, which include base salaries, short-term incentives and long-term incentives, at the median of the Proxy Peer Group. The Compensation Committee determined 65% of the NEO’s target LTIP value would be granted in the form of performance share units (“PSUs”) and 35% of the NEO’s target LTIP value would be granted in the form of RSUs. Awards are generally granted each year at the February Compensation Committee meeting and the granting of awards is not coordinated with the release of material non-public information.

  33. Performance-Based Equity Awards

    Performance-Based Equity Awards In February 2025, the Compensation Committee approved the grant of PSUs to each NEO. The 2025 PSUs are designed to provide a direct link to the long-term interests of shareholders by ensuring shares will be paid only if the Company attains specified performance levels. For 2025, 13% of the awards were contingent on our Total Shareholder Return (“TSR”) relative to our peers and 52% was measured by our Cumulative Utility Earnings Per Share (“CEPS”) over a three-year period. The Compensation Committee has authorized use of utility EPS as the EPS measure for CEPS awards. Utility EPS is a non-GAAP financial measure. Utility EPS represents earnings per share from our Avista Utilities and AEL&P segments, and excludes earnings related to our non-regulated other businesses. For the purposes of setting targets and evaluating performance, utility EPS also excludes the impact of the ERM in Washington. See further discussion in Appendix B. The Compensation Committee considered market data provided by Meridian regarding the total compensation levels for our CEO and all other NEOs compared to the median of the Proxy Peer Group. The peer group for TSR performance purposes consists of the 15 companies comprising the S&P 400 Mid-Cap Utilities Index as of January 1 in the first year of the three-year performance cycle. Throughout the course of the performance cycle, companies may be added or dropped from the index by S&P due to mergers or other activities. Starting with the 2024 grant and for the foreseeable future, the peer companies used for ranking will be fixed at the performance award grant date and will not change during the cycle. If S&P removes or adds companies to the index, the original list remains unchanged; dropped companies stay in the ranking if still publicly traded, and new additions are excluded. The number of PSUs vesting is determined at the end of the three-year performance cycle based on the Company’s percentile rate-of-return ranking compared to the companies in the S&P 400 Mid-Cap Utilities Index, and are payable at the Compensation Committee’s discretion in cash, shares of Company common stock, or a combination of both. Dividend equivalents on performance awards are accumulated and paid upon vesting if the awards vest and are paid based on performance. If the Company’s relative TSR over the three-year performance period is below the threshold performance required to earn the award, accumulated dividends are forfeited as well. The second performance metric, CEPS, aligns with current competitive practices within the peer group based on market data provided by the Compensation Committee’s consultant. Each year the Compensation Committee reviews and establishes a threshold, target, and maximum performance level for CEPS. The Compensation Committee seeks to establish performance levels that assure the goals are realistic enough to be achievable yet difficult enough to incentivize outstanding performance. The amount of payment of any award is determined at the end of the three-year performance cycle based on the Company’s earnings and is payable at the Compensation Committee’s discretion in cash, shares of Company common stock, or a combination of both.

  34. Performance-Based Equity Awards

    | 44 | AVISTA CORPORATION • 2026 PROXY STATEMENT |

  35. Performance-Based Equity Awards

    Dividend equivalents on performance awards are accumulated and paid upon vesting if the awards vest and are paid based on performance. If the Company’s CEPS over the three-year performance period is below the threshold performance required to earn the award, accumulated dividends are forfeited as well.

  36. Range of Award Opportunity for Performance Share Units

    Range of Award Opportunity for Performance Share Units Each year, the Compensation Committee approves a grant to each NEO of a target number of PSUs that vest over a three-year performance cycle based on achieving pre-determined performance goals. The number of PSUs that may be earned at the end of the performance cycle can range from 0% to 200% of the target, depending upon the level of achieved performance. The target number of PSUs granted to each NEO is determined by dividing the NEO’s target LTIP value allocated to PSUs by the grant date share price of our common stock. The table below shows the changes made to the target value of PSU grants in 2025 for the 2025 through 2027 performance period for our NEOs. Grants were delivered 35% in RSUs and 65% in PSUs. Ms. Rosentrater received a larger increase in value to better align her compensation with the market following her promotion to CEO in January 2025.

  37. Range of Award Opportunity for Performance Share Units

    | | 2024 Grant ($) | % Change | 2025 Grant ($) | | H. L. Rosentrater | $525,047 | 229.0% | $1,727,595 | | K. J. Christie | $385,021 | 48.1% | $570,084 | | J. R. Thackston | $287,069 | 43.6% | $412,105 | | B. A. Cox | $231,058 | 57.1% | $363,107 | | G. C. Hesler | $259,031 | 59.1% | $412,105 |

  38. Range of Award Opportunity for Performance Share Units

    The table below outlines the target number of PSUs granted in 2025 by performance metric.

  39. Range of Award Opportunity for Performance Share Units

    | | Relative TSR | CEPS | 2025 Grant (#) | | H. L. Rosentrater | 10,412 | 36,305 | 46,717 | | K. J. Christie | 2,840 | 12,576 | 15,416 | | J. R. Thackston | 1,941 | 9,203 | 11,144 | | B. A. Cox | 1,610 | 8,209 | 9,819 | | G. C. Hesler | 1,941 | 9,203 | 11,144 |

  40. Range of Award Opportunity for Performance Share Units

    The following graphs show the percentage of performance share units that will be earned at different levels of achieved performance.

  41. Range of Award Opportunity for Performance Share Units

    | AVISTA CORPORATION • 2026 PROXY STATEMENT | 45 |

  42. 2023-2025 Performance Shares Settlement

    2023-2025 Performance Shares Settlement For performance shares linked to the Company’s TSR and granted in 2023 for the performance period ending December 31, 2025, the Compensation Committee reviewed, certified, and settled the issuance of shares to executive officers. The Company’s cumulative TSR was 4.35% during the three-year performance cycle, which placed the Company at the 8th percentile among the S&P 400 Mid-Cap Utilities Index. As the results were below threshold performance level, no shares were earned, and no cash dividend equivalents were paid on performance shares granted in 2023. For performance shares linked to the Company’s CEPS and granted in 2023 for the performance period ending December 31, 2025, the Compensation Committee reviewed, certified and settled the issuance of shares to executive officers at its February 2026 meeting. Under the LTIP and underlying CEPS agreements with each NEO, the Compensation Committee can adjust performance goals and measurements as it deems necessary or appropriate to reflect the inclusion or exclusion of the impact of extraordinary or unusual items, events or circumstances. For the CEPS performance period ending in 2025, the Compensation Committee approved an adjustment to cumulative earnings per share of $0.08. Cumulative earnings per share increased $0.07 associated with a regulatory disallowance regarding the Company’s exit from Colstrip and increased $0.01 related to removing the impact of the CEPS performance award expenses for the period ending in 2025. After these adjustments, the Company’s CEPS for the 2023-2025 performance cycle was $6.99. Beginning with the 2026-2028 CEPS grant, the CEPS goal explicitly excludes the expense related to the CEPS performance awards for that year if recognition of this expense causes results to fall below threshold. Based on these results, our CEO and our other NEOs earned 40% of the CEPS performance share awards granted in 2023. Accrued cash dividend equivalents were paid out on the same percentage of performance shares covered by the 2023 grant.

  43. 2023-2025 Performance Shares Settlement

    | | Realized Value Received Performance Share Awards | | | | | | NEO | TSR (#) | CEPS (#) | Value | Dividend Equivalents | Total Realized Value | | H. L. Rosentrater | — | 2,752 | $109,860 | $17,042 | $126,902 | | K. J. Christie | — | 2,724 | $108,742 | $16,868 | $125,610 | | J. R. Thackston | — | 2,052 | $81,916 | $12,707 | $94,623 | | B. A. Cox | — | 1,376 | $54,930 | $8,521 | $63,451 | | G. C. Hesler | — | 1,652 | $65,948 | $10,230 | $76,178 |

  44. Restricted Stock Units (RSUs)

    Restricted Stock Units (RSUs) In February 2025, the Compensation Committee approved the grant of RSUs to each NEO. These RSUs are designed to incent retention, link compensation to the value of the Company common stock and align the interests of our NEOs with those of our shareholders. The RSUs are subject to three-year ratable vesting. On each vesting date, one-third of the RSUs are settled in shares, provided the NEO remains continuously employed by the Company through the vesting date. Dividend equivalents on RSUs accrue and are paid in cash to the extent the underlying RSUs vest. To the extent RSUs are forfeited, the accrued dividend equivalents on such RSUs also would be forfeited. The number of RSUs granted to each NEO was determined by dividing the NEO’s target LTIP value allocated to RSUs by the grant date share price of our common stock. The table below shows the changes made to the target value of RSU grants in 2025 for the 2025 through 2027 vesting period for our NEOs. Grants were delivered 35% in RSUs and 65% in PSUs. Ms. Rosentrater received a larger increase in value to better align her compensation with market levels following her promotion to CEO in January 2025.

  45. Restricted Stock Units (RSUs)

    | | 2024 Grant ($) | % Change | 2025 Grant ($) | | H. L. Rosentrater | $224,955 | 276.7% | $847,434 | | K. J. Christie | $164,995 | 100.0% | $329,936 | | J. R. Thackston | $122,955 | 101.7% | $247,951 | | B. A. Cox | $98,964 | 129.3% | $226,946 | | G. C. Hesler | $110,976 | 123.4% | $247,951 |

  46. Restricted Stock Units (RSUs)

    | 46 | AVISTA CORPORATION • 2026 PROXY STATEMENT |

  47. Restricted Stock Units (RSUs)

    The following chart shows the value realized by our NEOs for the RSUs vested and issued along with the associated cash dividend equivalents.

  48. Restricted Stock Units (RSUs)

    | | Realized Value Received | | | | | | Restricted Stock Units | | | Total Realized Value | | NEO | # | Value | Dividend Equivalents | | | H. L. Rosentrater | 11,246 | $438,032 | $56,487 | $494,519 | | K. J. Christie | 5,954 | $231,908 | $26,631 | $258,539 | | J. R. Thackston | 4,467 | $173,990 | $19,976 | $193,966 | | B. A. Cox | 3,711 | $144,543 | $17,272 | $161,815 | | G. C. Hesler | 4,153 | $161,759 | $19,122 | $180,881 |

  49. CHANGE IN CONTROL (“CIC”) AND SEVERANCE BENEFITS

    CHANGE IN CONTROL (“CIC”) AND SEVERANCE BENEFITS The Compensation Committee believes it is in the interest of shareholders to provide severance to our executive officers in the event of a CIC, thereby reducing the inherent conflict of our executive officers pursuing a transaction that may result in their personal job loss. Effective January 1, 2020, our Executive Change in Control Plan (“CIC Plan”) was put in place for all executive officers of the Company replacing individual agreements certain executive officers had regarding a CIC. The following are key features of the plan:

  50. CHANGE IN CONTROL (“CIC”) AND SEVERANCE BENEFITS

    | • | Severance multiple: NEOs prior to January 1, 2020 would receive three times the sum of the executive’s annual base salary and target annual bonus. Future NEOs and other officers would receive two times the sum of the executive’s annual base salary and target annual bonus. |

  51. CHANGE IN CONTROL (“CIC”) AND SEVERANCE BENEFITS

    | • | Severance also includes reimbursement of 18 months of COBRA premiums, if COBRA is elected by the individual. |

  52. CHANGE IN CONTROL (“CIC”) AND SEVERANCE BENEFITS

    | • | Payment of severance is conditioned on the individual’s delivery of a release of claims. |

  53. CHANGE IN CONTROL (“CIC”) AND SEVERANCE BENEFITS

    | • | “Good reason” includes material diminution of authority, responsibility, pay, bonus opportunity or budget overseen, material relocation or material breach by the Company of the plan. |

  54. CHANGE IN CONTROL (“CIC”) AND SEVERANCE BENEFITS

    | • | Certain protections, such as a minimum annual base salary, provided to executive officers during continued employment for up to two years following CIC. |

  55. CHANGE IN CONTROL (“CIC”) AND SEVERANCE BENEFITS

    | • | No 280G excise tax gross up: CIC benefits are limited to greater of, on an after-tax basis, the full amount of CIC benefits subject to excise tax or a reduced amount equal to the maximum amount of CIC benefits that could be paid without triggering the 280G excise tax. |

  56. CHANGE IN CONTROL (“CIC”) AND SEVERANCE BENEFITS

    Additional information regarding the CIC Plan, including definitions of certain key terms and a quantification of benefits that hypothetically would have been received by our NEOs under the CIC Plan, using a termination due to a CIC on December 31, 2025, can be found in the “Potential Payments Upon Termination or CIC” Tables.

  57. POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS CLOSE IN TIME TO THE RELEASE OF MATERIAL

    POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS CLOSE IN TIME TO THE RELEASE OF MATERIAL

  58. Summary Compensation Table — 2025

    Summary Compensation Table — 2025

  59. Summary Compensation Table — 2025

    | Name and Principal Position | Year | Salary(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension and Non- Qualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total Compensation ($) | | H. L. Rosentrater President & CEO | 2025 | $786,845 | $2,653,743 | $897,732 | $419,238 | $15,750 | $4,773,308 | | | 2024 | $512,693 | $764,481 | $246,237 | $147,878 | $15,525 | $1,686,813 | | | 2023 | $459,500 | $561,028 | $70,361 | $223,727 | $14,850 | $1,329,466 | | K. J. Christie SVP, CFO, Treasurer, and Regulatory Affairs Officer | 2025 | $468,269 | $921,490 | $320,556 | $248,250 | $15,750 | $1,974,314 | | | 2024 | $433,847 | $560,633 | $192,340 | $165,493 | $15,525 | $1,367,838 | | | 2023 | $386,446 | $565,941 | $57,967 | $218,552 | $14,850 | $1,243,756 | | J. R. Thackston SVP, Growth, Energy Policy & External Relations Officer | 2025 | $414,692 | $674,730 | $283,879 | $425,794 | $18,360 | $1,817,455 | | | 2024 | $403,001 | $417,940 | $178,665 | $255,376 | $18,197 | $1,273,180 | | | 2023 | $389,386 | $418,227 | $58,408 | $337,139 | $17,322 | $1,220,482 | | B. A. Cox SVP, Safety, & Chief People Officer | 2025 | $379,884 | $602,224 | $260,052 | $284,629 | $18,631 | $1,545,421 | | G. C. Hesler SVP, General Counsel, Corporate Secretary & Chief Ethics / Compliance Officer | 2025 | $443,576 | $674,730 | $303,652 | N/A | $40,547 | $1,462,504 | | | 2024 | $422,845 | $377,149 | $187,463 | N/A | $44,845 | $1,032,302 |

  60. Summary Compensation Table — 2025

    | (1) Amounts earned in the applicable year; includes regular pay, paid time-off, jury duty and holiday pay. The total amounts shown in this column also include any amounts an NEO elected to defer in accordance with the EDC Plan. See the “Non-Qualified Deferred Compensation Plan” table for more information. |

  61. Summary Compensation Table — 2025

    | (2) Values shown represent the aggregate grant date fair value calculated in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 “Compensation — Stock Compensation” for RSUs and performance share awards granted in each of the years reported. Assumptions used in the calculation of these amounts are included in Note 1 of the Company’s audited financial statements for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC. In the case of performance share awards tied to TSR, the amounts reported in the Stock Awards column represent the aggregate grant date fair value of the target number of performance shares that may become vested if the applicable performance criteria are satisfied and computed in accordance with ASC 718. The aggregate grant date fair value for the target number of performance shares was calculated by using a Monte Carlo simulation, which produces a probable value for the awards. All performance share awards vest at the end of the vesting term, however the number of shares delivered vary based upon the attained level of performance and may range from 0 to 2.0 times the target number of performance shares awarded. For the 2025 performance share grant, if the maximum level of performance is achieved and using the closing stock price of $38.54 as reported on December 31, 2025, to calculate the value and add the dividend equivalents using an annual amount of $1.96 per share as declared in 2025 multiplied by three years, then the value of the payouts would be: Ms. Rosentrater $4,150,338; Mr. Christie $1,369,557; Mr. Thackston $990,033; Mr. Cox $872,320; and Mr. Hesler $990,033. |

  62. Summary Compensation Table — 2025

    | (3) Amounts shown represent the annual short-term cash incentive awards paid in 2026 earned by our NEOs for 2025 performance in accordance with the 2025 Cash Incentive Plan. |

  63. Summary Compensation Table — 2025

    | (4) Any increase in the present value of the accrued pension benefit at normal retirement age (the earliest age at which retirement benefits may be received by the NEO without any reduction in benefits) for any NEO between December 31, 2024, and December 31, 2025, is reported in this column. All NEOs experienced an increase in the present value of their respective accrued pension benefits during 2025. The present value as of December 31, 2025, utilizes the Pri-2012 mortality table with modified MP-2021 generational projection for males and females and a 5.96% discount rate for the retirement plan and a 5.92% discount rate for the SERP. Differences in the present value from year to year are attributable to increases in final average pay, additional service, discount rates fluctuations and mortality assumptions. There were no above-market earnings for the Company’s EDC Plan. Mr. Hesler is included in the company’s 401(k) plan only based upon his hire date. |

  64. Summary Compensation Table — 2025

    | 52 | AVISTA CORPORATION • 2026 PROXY STATEMENT |

  65. Summary Compensation Table — 2025

    | (5) Includes employer matching contributions under both the EDC Plan and the Investment and Employee Stock Ownership Plan (the “401(k) plan”). The Company makes matching contributions on behalf of all its employees who make regular contributions of their wages, salary, cash incentive, and overtime to the 401(k) plan during the plan year. The Company matching contribution to the 401(k) plan is equal to $0.75 for every $1.00 of regular employee contributions up to a maximum 6% of compensation for non-employees hired prior to January 1, 2006. For non-bargaining employees hired after that date, the Company matching contribution is equal to $1.00 for every $1.00 of regular employee contributions up to a maximum of 6% of compensation. for those non-bargaining employees hired after January 1, 2014, there is an additional enhanced contribution of 3/4/5% based on age. The Company matching contribution under the EDC Plan is equal to $0.75 for every $1.00 contributed up to a maximum of 6% or 100% up to 6% of the executive’s base pay less the maximum contribution allowed under the 401(k) plan assuming the participant contributed the maximum allowed by law. Also under the EDC plan, for those hired after 2014, the additional enhanced contribution of 3/4/5% based on age, executive’s base pay less the maximum contribution allowed under the 401(k) plan could be contributed to the EDC Plan. Amounts shown in the All Other Compensation column for 2025 include the following: |

  66. Summary Compensation Table — 2025

    | Name | EDC Plan Company Match | 401(k) Plan Company Match | Non-Elective 401(k) Plan Company Contribution | Total All Other Compensation | | H. L. Rosentrater | | $15,750 | | $15,750 | | K. J. Christie | | $15,750 | | $15,750 | | J. R. Thackston | $2,610 | $15,750 | | $18,360 | | B. A. Cox | $2,656 | $15,750 | | $18,406 | | G. C. Hesler | $5,547 | $21,000 | $14,000 | $40,547 |

  67. Summary Compensation Table — 2025

    | (6) EDC Plan Company Match represents amounts paid in 2025, yet earned in service year 2024. Amounts earned in 2025 will be shown on the 2026 proxy. |

  68. CEO Pay Ratio

    CEO Pay Ratio The Compensation Committee reviewed a comparison of CEO total compensation to the total compensation of the median employee. The compensation for the CEO in 2025 was approximately 23 times the total compensation of our median employee. In 2023, we identified the median employee by first collecting pay records on all employees from all companies within the corporation including subsidiaries, 1,988 (full-time, part-time, seasonal, and temporary), who were employed by us on December 22, 2023. To determine our median employee, we used a definition that was not annual total compensation, as shown in the 2025 SCT above, and instead chose “base pay rate,” which we then annualized as if all employees worked full-time and were employed for all of 2023. We identified 237 employees whose annualized base pay was within a +/-5% range of the median annualized base pay rate. Total cash compensation from 2023 was collected for each of the 237 employees to further narrow down the population. We believe the use of total cash compensation for this group of employees is a consistently applied compensation measure because we do not widely distribute annual equity awards to employees. Fewer than 3% of our employees receive annual equity awards. In 2025, we used the same median employee as in 2023 and 2024, because there were no changes in our employee population or in our employee compensation package we believe would significantly change this disclosure. We calculated annual total compensation for the employee using the same methodology we use for our NEOs as set forth in the 2025 SCT above. The annual total compensation for 2025 was $4,773,308 for our CEO and $211,928 for our median employee. The resulting ratio of our CEO’s pay to the pay of our median employee for 2025 is 23 to 1. The foregoing pay ratio disclosure, including but not limited to any assumptions, adjustments, methodologies and existing internal records used to identify our median employee, is a reasonable estimate calculated in a manner consistent with SEC Item 402(u) of Regulation S-K. The SEC rules for identifying the median employee and calculating that employee’s annual total compensation allow companies to make reasonable assumptions and estimates, and to apply a variety of methodologies and exclusions reflecting their compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different compensation practices, and may utilize different assumptions, estimates, methodologies and exclusions in calculating their own pay ratios.

  69. CEO Pay Ratio

    | AVISTA CORPORATION • 2026 PROXY STATEMENT | 53 |

  70. Pay vs. Performance (“PvP”) Tabular Disclosure — 2025

    Pay vs. Performance (“PvP”) Tabular Disclosure — 2025 As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” (“CAP”) to our CEO and to our other NEOs and certain financial performance metrics of the Company. CAP, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis.

  71. Pay vs. Performance (“PvP”) Tabular Disclosure — 2025

    | | Pay | | | | | | Performance | | | | | | CEO | | | | Average of Other NEOs | | Value of $100 Initial Investment Based On: | | | | | Year (1) | SCT Total Comp - CEO | SCT Total Comp - Prior CEO | Compensation Actually Paid (2) - CEO | Compensation Actually Paid (2) - Prior CEO | SCT Total Compensation | Compensation Actually Paid (2) | Cumulative TSR | Peer Group Cumulative TSR (3) | Net Income ($M) | EPS | | 2025 | $4,773,308 | — | $5,685,935 | — | $1,699,924 | $1,198,870 | $121 | $145 | $192.0 | $2.76 | | 2024 | | $4,977,194 | | $5,047,454 | $1,340,034 | $1,363,893 | $110 | $119 | $180.1 | $2.39 | | 2023 | | $5,229,962 | | $1,552,612 | $1,137,887 | $454,110 | $102 | $104 | $171.2 | $2.24 | | 2022 | | $4,745,379 | | $5,290,632 | $1,318,402 | $1,605,440 | $120 | $119 | $155.2 | $2.12 | | 2021 | | $4,577,539 | | $3,485,983 | $1,257,052 | $1,082,031 | $110 | $118 | $147.3 | $2.10 |

  72. Pay vs. Performance (“PvP”) Tabular Disclosure — 2025

    | (1) The CEO in reporting years 2021-2024 was Dennis Vermillion; the current CEO for 2025 is Heather Rosentrater. The other NEOs in the 2024 reporting year were Kevin Christie, Heather Rosentrater, Gregory Hesler, and Jason Thackston. The other NEOs in the 2023 reporting year were Mark Thies (ret.), Kevin Christie, Heather Rosentrater, Jason Thackston, and Wayne Manuel. The other NEOs in the 2022 and 2021 reporting years were Mark Thies (ret.), Jason Thackston, Heather Rosentrater, and Kevin Christie. |

  73. Pay vs. Performance (“PvP”) Tabular Disclosure — 2025

    | (2) Amounts reported in this column are based upon total compensation reported for our CEO and our other NEOs in the SCT for the indicated reporting years and adjusted as shown in the table below. Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes. |

  74. Pay vs. Performance (“PvP”) Tabular Disclosure — 2025

    | 54 | AVISTA CORPORATION • 2026 PROXY STATEMENT |

  75. Pay vs. Performance (“PvP”) Tabular Disclosure — 2025

    | | 2021 | | 2022 | | 2023 | | 2024 | | 2025 | | | | CEO | Other NEOs | CEO | Other NEOs | CEO | Other NEOs | CEO | Other NEOs | CEO | Other NEOs | | SCT Reported Compensation | $4,577,539 | $1,257,052 | $4,745,379 | $1,318,402 | $5,229,962 | $1,137,887 | $4,977,194 | $1,340,034 | $4,773,308 | $1,699,924 | | Deduct: SCT reported change in pension value | $(905,751) | $(170,893) | $— | $— | $(1,384,964) | $(155,884) | $(528,636) | $(142,187) | $(419,238) | $(239,668) | | Add : “CAP” pension value | $6,658 | $118,549 | $3,813 | $115,378 | $804 | $35,117 | $422 | $51,637 | $62,999 | $56,851 | | Deduct: Grant date fair values of equity awards reported in “Stock Awards” column of the SCT for the covered FY | $(1,986,445) | $(443,078) | $(2,923,157) | $(642,502) | $(2,728,537) | $(505,521) | $(2,854,069) | $(530,051) | $(2,653,743) | $(718,294) | | Deduct : For any awards granted in any prior FY forfeited during the covered FY, the fair value at the end of the prior FY | $— | $— | $— | $— | $— | $(104,376) | $— | $— | $— | $— | | Add: Fair values as of the end of the covered FY of all equity awards granted during the covered FY outstanding and unvested as of the end of such covered FY | $1,865,542 | $416,058 | $2,626,495 | $577,278 | $1,767,071 | $242,652 | $3,213,321 | $596,766 | $3,742,943 | $414,596 | | Add : The change in fair value (whether positive or negative) as of the end of the covered FY of any equity awards granted in any prior FY outstanding and unvested as of the end of such covered FY | $(192,645) | $(63,103) | $268,274 | $61,234 | $(1,518,971) | $(240,617) | $(454,563) | $(77,953) | $(364,976) | $(202,047) | | Add : For awards granted and vested in the same FY, the fair value as of the vesting date | $179,733 | $40,100 | $217,488 | $63,451 | $227,735 | $58,177 | $314,212 | $58,361 | $294,407 | $91,436 | | Add: The change in fair value (whether positive or negative) as of the vesting date of any awards granted in any prior FY for which all applicable vesting conditions were satisfied at the end of or during the covered FY | $(197,784) | $(108,165) | $119,893 | $60,392 | $(183,866) | $(36,344) | $164,104 | $27,739 | $52,257 | $37,173 | | Add : The dollar value of any dividend equivalents or other earnings paid on stock or option awards in the covered FY prior to the vesting date not otherwise reflected in the fair value of such award | $139,135 | $35,511 | $232,446 | $51,807 | $143,377 | $23,019 | $215,470 | $39,548 | $197,978 | $58,899 | | Total Compensation Actually Paid | $3,485,983 | $1,082,031 | $5,290,632 | $1,605,440 | $1,552,612 | $454,110 | $5,047,454 | $1,363,893 | $5,685,935 | $1,198,870 |

  76. Pay vs. Performance (“PvP”) Tabular Disclosure — 2025

    | (3) Amounts reported in this column represent returns on an initial $100 investment in the S&P 400 Utilities Index, which we chose as peer group for purposes of the PvP table. |

  77. Pay vs. Performance (“PvP”) Tabular Disclosure — 2025

    | AVISTA CORPORATION • 2026 PROXY STATEMENT | 55 |

  78. Compensation Actually Paid vs. Most Important Measures —

    Compensation Actually Paid vs. Most Important Measures — 2025 The graphs below describe the relationship between compensation actually paid to our NEOs and the Company’s cumulative Total Shareholder Return, net income, and EPS for the indicated years. In addition, the graph of CAP vs. TSR below compares the Company’s cumulative TSR and our peer group cumulative TSR.

  79. Compensation Actually Paid vs. Most Important Measures —

    | 56 | AVISTA CORPORATION • 2026 PROXY STATEMENT |

  80. Compensation Actually Paid vs. Most Important Measures —

    | AVISTA CORPORATION • 2026 PROXY STATEMENT | 57 |

  81. Grants of Plan-Based Awards — 2025

    Grants of Plan-Based Awards — 2025

  82. Grants of Plan-Based Awards — 2025

    | | Grant Date(1) | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Name | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | H. L. Rosentrater Annual Cash Award Performance Award Performance Award Restricted Stock Units | 02/12/25 | $496,000 | $800,000 | $1,200,000 | | | | | | | | 02/12/25 | | | | 5,206 | 10,412 | 20,824 | | 463,750 | | | 02/12/25 | | | | 18,153 | 36,305 | 72,610 | | 1,342,559 | | | 02/12/25 | | | | | | | 22,916 | 847,434 | | K. J. Christie Annual Cash Award Performance Award Performance Award Restricted Stock Units | 02/12/25 | $176,700 | $285,000 | $427,500 | | | | | | | | 02/12/25 | | | | 1,420 | 2,840 | 5,680 | | 126,494 | | | 02/12/25 | | | | 6,288 | 12,576 | 25,152 | | 465,060 | | | 02/12/25 | | | | | | | 8,922 | 329,936 | | J. R. Thackston Annual Cash Award Performance Award Performance Award Restricted Stock Units | 02/12/25 | $155,124 | $250,200 | $375,300 | | | | | | | | 02/12/25 | | | | 971 | 1,941 | 3,882 | | 86,452 | | | 02/12/25 | | | | 4,602 | 9,203 | 18,406 | | 340,327 | | | 02/12/25 | | | | | | | 6,705 | 247,951 | | B. A. Cox Annual Cash Award Performance Award Performance Award Restricted Stock Units | 02/12/25 | $142,104 | $229,200 | $343,800 | | | | | | | | 02/12/25 | | | | 805 | 1,610 | 3,220 | | 71,709 | | | 02/12/25 | | | | 4,105 | 8,209 | 16,418 | | 303,569 | | | 02/12/25 | | | | | | | 6,137 | 226,946 | | G. C. Hesler Annual Cash Award Performance Award Performance Award Restricted Stock Units | 02/12/25 | $166,656 | $268,800 | $403,200 | | | | | | | | 02/12/25 | | | | 971 | 1,941 | 3,882 | | 86,452 | | | 02/12/25 | | | | 4,602 | 9,203 | 18,406 | | 340,327 | | | 02/12/25 | | | | | | | 6,705 | 247,951 |

  83. Grants of Plan-Based Awards — 2025

    | (1) The grant date is the date the Compensation Committee and/or the Board approves the grant of performance share awards, RSUs or non-equity incentive awards. |

  84. Grants of Plan-Based Awards — 2025

    | (2) Potential annual cash incentive awards granted to NEOs for 2025 performance in accordance with the 2025 Cash Incentive Plan. The amounts actually paid to our NEOs for 2025 performance appear in the Non-Equity Incentive Plan Compensation column of the SCT. See the CD&A for further explanation. |

  85. Grants of Plan-Based Awards — 2025

    | (3) Performance share awards are granted under the LTIP and vest over a three-year period. The number of shares earned at the end of the three-year performance period depends on the level of performance achieved. See the CD&A for further explanation. |

  86. Grants of Plan-Based Awards — 2025

    | (4) In 2025, all of our NEOs were awarded RSUs under the LTIP that vest over a three-year period. One-third of the shares vest and shares are issued on an annual basis, provided that the NEO is employed on the last day of the vesting period. Dividend equivalents accrue on the unvested RSUs and are paid in cash at the same time the underlying RSUs vest. Therefore, if an NEO’s employment ends prior to the last day of the vesting period, no RSUs or dividend equivalents are earned or paid. |

  87. Grants of Plan-Based Awards — 2025

    | (5) The amounts shown for the grant date fair value of the target number of performance share awards tied to TSR were calculated in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Note 1 of the Company’s audited financial statements for the year ended December 31, 2025, included in the Company’s Form 10-K filed with the SEC in February 2026. The grant date fair value for the target number of performance shares tied to TSR was calculated using a Monte Carlo simulation to produce a probable value for the awards, which resulted in a fair value per share higher than the closing price per share on the grant date. |

  88. Outstanding Equity Awards at Year-End — 2025(1)

    Outstanding Equity Awards at Year-End — 2025(1)

  89. Outstanding Equity Awards at Year-End — 2025(1)

    | | Date of Grant | Stock Awards | | | | | Name | | Number of Shares or Units of Stock Not Vested (#)(2) | Market Value of Shares or Units of Stock Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights Not Vested(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights Not Vested ($)(4) | | H. L. Rosentrater | 02/07/24 | | | 16,086 | 619,954 | | H. L. Rosentrater | 02/07/24 | 2,297 | 88,526 | | | | H. L. Rosentrater | 02/12/25 | | | 46,717 | 1,800,473 | | H. L. Rosentrater | 02/12/25 | 15,277 | 588,776 | | | | K. J. Christie | 02/07/24 | | | 11,796 | 454,618 | | K. J. Christie | 02/07/24 | 1,685 | 64,940 | | | | K. J. Christie | 02/12/25 | | | 15,416 | 594,133 | | K. J. Christie | 02/12/25 | 5,948 | 229,236 | | | | J. R. Thackston | 02/07/24 | | | 8,795 | 338,959 | | J. R. Thackston | 02/07/24 | 1,255 | 48,368 | | | | J. R. Thackston | 02/12/25 | | | 11,144 | 429,490 | | J. R. Thackston | 02/12/25 | 4,470 | 172,274 | | | | B. A. Cox | 02/07/24 | | | 7,079 | 272,825 | | B. A. Cox | 02/07/24 | 1,010 | 38,925 | | | | B. A. Cox | 02/12/25 | | | 9,819 | 378,424 | | B. A. Cox | 02/12/25 | 4,091 | 157,667 | | | | G. C. Hesler | 02/07/24 | | | 7,936 | 305,853 | | G. C. Hesler | 02/07/24 | 1,133 | 43,666 | | | | G. C. Hesler | 02/12/25 | | | 11,144 | 429,490 | | G. C. Hesler | 02/12/25 | 4,470 | 172,274 | | |

  90. Outstanding Equity Awards at Year-End — 2025(1)

    | (1) All of the 2023-2025 awards were settled at the end of 2025. Please see the “Stock Vested 2025” table for more information. |

  91. Outstanding Equity Awards at Year-End — 2025(1)

    | (2) Number of time-based RSUs unvested as of December 31, 2025. (RSUs vest and shares are issuable over a three-year period, provided the NEO remains employed on the last day of each year of the vesting period.) |

  92. Outstanding Equity Awards at Year-End — 2025(1)

    | (3) The market value of RSUs is based on the closing stock price ($38.54) as reported on December 31, 2025. |

  93. Outstanding Equity Awards at Year-End — 2025(1)

    | (4) Performance share awards reflect the number of performance shares at the target performance level. The market value is based on the closing stock price ($38.54) as reported on December 31, 2025. The value for the 2024 performance share award is shown at the target level (100%) based on results (less than target) for the first two years of the 2024-2026 performance period. The values for the 2025 performance share awards are shown at the target level (100%) based on results (at target) for the first year of the 2025-2027 performance period. |

  94. Outstanding Equity Awards at Year-End — 2025(1)

    | AVISTA CORPORATION • 2026 PROXY STATEMENT | 59 |

  95. Stock Vested — 2025

    Stock Vested — 2025

  96. Stock Vested — 2025

    | | Stock Awards(1)(2) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | H. L. Rosentrater | —(1) | $— | | H. L. Rosentrater | 2,752(2) | $109,860 | | H. L. Rosentrater | 1,310(3) | $51,025 | | H. L. Rosentrater | 2,297(3) | $89,468 | | H. L. Rosentrater | 7,639(3) | $297,539 | | K. J. Christie | —(1) | $— | | K. J. Christie | 2,724(2) | $108,742 | | K. J. Christie | 1,295(3) | $50,440 | | K. J. Christie | 1,685(3) | $65,631 | | K. J. Christie | 2,974(3) | $115,837 | | J. R. Thackston | —(1) | $— | | J. R. Thackston | 2,052(2) | $81,916 | | J. R. Thackston | 976(3) | $38,015 | | J. R. Thackston | 1,256(3) | $48,921 | | J. R. Thackston | 2,235(3) | $87,053 | | B. A. Cox | —(1) | $— | | B. A. Cox | 1,376(2) | $54,930 | | B. A. Cox | 654(3) | $25,473 | | B. A. Cox | 1,011(3) | $39,378 | | B. A. Cox | 2,046(3) | $79,692 | | G. C. Hesler | —(1) | $— | | G. C. Hesler | 1,652(2) | $65,948 | | G. C. Hesler | 785(3) | $30,576 | | G. C. Hesler | 1,133(3) | $44,130 | | G. C. Hesler | 2,235(3) | $87,053 |

  97. Stock Vested — 2025

    | (1) For the performance period ended December 31, 2025, our TSR ranked in the 8th percentile of our peer group, which is below threshold. As a result, no performance shares granted for the 2023–2025 cycle were earned, and no dividend equivalents were paid. |

  98. Stock Vested — 2025

    | (2) For the performance period ended December 31, 2025, our cumulative EPS was $6.99, which resulted in issuing 40% of the performance shares granted in 2023 for the 2023-2025 performance period and the related dividend equivalents. On February 9, 2026, the Compensation Committee certified the performance target was met and the shares were issuable. Value is based on the closing stock price ($39.92) as reported on March 2, 2026. Dividend equivalents were paid in cash at the same time the underlying performance shares vested. |

  99. Stock Vested — 2025

    | (3) Our NEOs were granted RSUs in 2023, 2024 and 2025. One-third of each grant vests each year if an NEO remains employed on December 31. Therefore, one-third of each grant vested. Our NEOs received the last one-third of their RSUs granted in 2023 and one-third of their RSUs granted in 2024 and 2025. The value of all RSUs vested on December 31, 2025, is based on the closing stock price ($38.95) as reported on January 6, 2026, the day on which the shares were issuable to the recipient. Dividend equivalents were paid in cash at the same time the underlying RSUs vested. |

  100. Pension Benefits — 2025

    Pension Benefits — 2025 The table below reflects benefits accrued under the Retirement Plan for Employees and the two SERPs (for purposes of the discussion below, we refer to both the pre-2005 SERP and the post-2004 SERP as the “SERP”) for our NEOs. The Company’s Retirement Plan for Employees provides a retirement benefit based upon employees’ compensation and years of credited service. The retirement benefit under the Retirement Plan is based on a participant’s final average annual base salary for the

  101. Pension Benefits — 2025

    | 60 | AVISTA CORPORATION • 2026 PROXY STATEMENT |

  102. Pension Benefits — 2025

    highest 36 consecutive months during the last 120 months of service with the Company. Base salary for our NEOs is the amount under “Salary” in the SCT. The SERP provides additional pension benefits to executive officers of the Company, who have attained the age of 55 and a minimum of 15 years of vesting service with the Company. The SERP is intended to provide benefits to executive officers whose pension benefits under the Company’s Retirement Plan are reduced due to the application of limitations on qualified plans under the Code and the deferral of salary pursuant to the EDC Plan. When combined with the Retirement Plan, the SERP will provide benefits to executive officers, other than our CEO, who retire at age 62 or older, of 2.5% of the final average annual base salary during the highest 60 consecutive months during the last 120 months of service for each credited year of service up to 30 years. When combined with the Retirement Plan, the SERP will provide higher benefits to our CEO, if he or she retires on or after age 65, of 3% of final average base salary during the highest 60 consecutive months during the last 120 months of service for each credited year of service up to 30 years. Benefits will be reduced for executives who retire before age 62. Reductions are either 4% or 5% for each year of retirement before age 62 as prescribed in the Retirement Plan.

  103. Pension Benefits — 2025

    | Name | Plan Name | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($) | Payments During Last Year ($) | | H. L. Rosentrater | Retirement Plan | 22.92 | $931,547 | $— | | | SERP—pre 2005(2) | N/A | N/A | $— | | | SERP 2005+(3) | 22.92 | $570,018 | $— | | K. J. Christie | Retirement Plan | 20.50 | $1,142,655 | $— | | | SERP—pre 2005(2) | N/A | N/A | $— | | | SERP 2005+(3) | 20.50 | $394,265 | $— | | J. R. Thackston | Retirement Plan | 29.50 | $1,646,512 | $— | | | SERP—pre 2005(2) | N/A | N/A | $— | | | SERP 2005+(3) | 29.50 | $1,154,776 | $— | | B. A. Cox | Retirement Plan | 28.08 | $1,605,551 | $— | | | SERP—pre 2005(2) | N/A | N/A | $— | | | SERP 2005+(3) | 28.08 | 168,668 | $— | | G. C. Hesler | Retirement Plan | 10.50 | N/A | $— | | | SERP—pre 2005(2) | N/A | N/A | $— | | | SERP 2005+(3) | N/A | N/A | $— |

  104. Pension Benefits — 2025

    | (1) SERP participants are limited to a maximum of 30 years of credited service under the SERP no matter how many years of service they have with the Company. |

  105. Pension Benefits — 2025

    | (2)-(3) | Effective January 1, 2005, the SERP was modified to comply with requirements of Code Section 409A. This plan is noted as SERP 2005+. The plan prior to this date, SERP pre-2005, is grandfathered and is not subject to Code Section 409A. SERP pre-2005 benefits were frozen as of December 31, 2004. |

  106. Pension Benefits — 2025

    | (4) Mr. Hesler is not eligible for the pension and/or SERP benefit. |

  107. Pension Benefits — 2025

    | AVISTA CORPORATION • 2026 PROXY STATEMENT | 61 |

  108. Non-Qualified Deferred Compensation Plan — 2025

    Non-Qualified Deferred Compensation Plan — 2025 The following table shows the non-qualified deferred compensation activity for our NEOs accrued through December 31, 2025:

  109. Non-Qualified Deferred Compensation Plan — 2025

    | Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year (Company Match) ($)(2) | Aggregate Earnings in Last Fiscal Year ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($) | | J. R. Thackston | $11,682 | $2,610 | $210,934 | $— | $1,635,564 | | B. A. Cox | $3,178 | $2,656 | $5,735 | $(16,433) | $42,845 |

  110. Non-Qualified Deferred Compensation Plan — 2025

    | (1) Eligible employees may elect to defer up to 75% of their base annual salary and up to 100% of their annual bonus. This column represents deferrals of this compensation during the last year. See the SCT for further explanation. |

  111. Non-Qualified Deferred Compensation Plan — 2025

    | (2) The Company matching contribution under the EDC Plan is equal to $0.75 for every $1.00 contributed up to a maximum of 6%, (or $1 for every $1.00 contributed up to a maximum of 6% for executive hired after 2006), of the executive’s base pay less the maximum contribution allowed under the 401(k) plan assuming the participant contributed up to the limit set forth in Code Section 402(g) for the plan year. Also, under the EDC plan, for executives hired after 2014, the additional enhanced contribution of 3/4/5% based on age executive base pay less the maximum contribution allowed under the 401(k) plan could be contributed to the EDC plan. See “All Other Compensation” column of the SCT for further explanation. |

  112. Non-Qualified Deferred Compensation Plan — 2025

    | (3) Earnings reflect the market returns of the NEO’s investment allocations. The earnings accrued for deferred compensation are determined by actual earnings of Avista common stock and selected mutual funds. None of the earnings are included as compensation on the SCT since none are above market earnings. The Compensation Committee selects the mutual funds available for investment under the EDC Plan, and the participants may allocate their accounts among these investments, including Avista common stock. |

  113. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Effective January 1, 2020, the Company’s CIC Plan covers all NEOs and replaced individual CIC agreements in effect on December 31, 2019 for our NEOs who had such agreements. Under the CIC Plan, the cash component is paid in a lump sum and is based on a multiple of the sum of base salary and annual bonus. No participant in the CIC Plan is eligible to receive cash severance in excess of the sum of (i) pro-rated annual bonus plus (ii) a multiple greater than three times base salary and annual bonus. The CIC Plan has a double trigger providing for a severance payment only upon the occurrence of both a CIC and a termination of the NEO’s employment within two years thereafter either by the Company without “Cause” or by the NEO for “Good Reason” (each as defined in the CIC Plan). Good Reason includes a material diminution in the executive officer’s authority, duties or responsibilities material diminution in the executive’s annual salary or bonus opportunity, or material relocation of the executive officer’s principal place of employment by more than 50 miles. The CIC Plan also provides compensation and benefits to our NEOs during employment following a CIC of the Company. Pursuant to the terms of the CIC Plan, during the two years following a CIC of the Company, an NEO will receive an annual base salary no less than as in effect immediately prior to the CIC. In addition, each NEO will receive an annual bonus no less than the NEO’s target annual incentive as in effect immediately prior to the CIC. If employment is terminated by the Company without Cause or by such executive officer for Good Reason during the first two years after a CIC, the executive officer will receive: (i) the earned but unpaid base salary due to such executive officer as of the date of termination; (ii) any earned but unpaid annual bonus; (iii) any accrued, unused vacation pay; (iv) a pro-rated target annual bonus due to such executive officer for the portion of the year worked prior to the termination; (v) a lump sum payment equal to two or three times (depending on the officer’s level) the sum of the NEO’s annual base salary and the target annual bonus; and (vi) reimbursement of COBRA continuation coverage premiums for up to 18 months. For Code Sections 280G and 4999 and excise taxes thereunder, the CIC Plan provides no gross up for such taxes. The CIC Plan provides that the NEO will receive the greater of, on an after-tax basis, the full amount of CIC benefits subject to the excise tax or a reduced amount equal to the maximum amount of CIC benefits that could be paid without triggering the 280G excise tax. The excise tax amount in the tables below is based on the Company’s estimate of the individual’s liabilities under Code Sections 280G and 4999, assuming the NEO was terminated in connection with a CIC on December 31, 2025.

  114. Potential Payments Upon Termination or Change in Control

    | 62 | AVISTA CORPORATION • 2026 PROXY STATEMENT |

  115. Potential Payments Upon Termination or Change in Control

    The Board may amend or terminate the CIC Plan at any time, provided any amendment or termination will not take effect for 12 months following the date of such Board action. The Board may not, prior to a CIC, amend the Plan in a manner adversely affecting any participant’s eligibility to participate in the CIC Plan or payments or benefits thereunder. If employment terminates for any reason other than for retirement, death or disability during a performance cycle, all performance-based awards are forfeited. If employment terminates due to retirement, death or disability, the payment amount is still determined at the end of the three-year performance cycle and is prorated based on the number of months of active service during the cycle. If employment terminates in connection with a CIC, RSUs are fully accelerated and performance shares have prorated acceleration based on target performance. Participation in the CIC Plan is subject to various conditions including, but not limited to: (i) agreement to maintain confidence as to participation in the Plan and terms of the Plan, as well as the Company’s business plans and strategies and other information that is not common knowledge, (ii) a general release of liability for any and all claims relating to or arising out of, among other things, the participant’s employment or the termination of employment and (iii) a general non-disparagement agreement. The charts below assume a CIC occurred and a termination thereafter occurred on December 31, 2025.

  116. Potential Payments Upon Termination or Change in Control

    | | Potential Payment Upon Termination After Change in Control(1) | | | | | | | | Termination Without Cause or With Good Reason after a CIC | Voluntary Termination | Retirement | Death | Disability | Involuntary Termination With or Without Cause | | Heather L. Rosentrater | | | | | | | | President and CEO | | | | | | | | Compensation Components | | | | | | | | Severance(2) | $5,600,000 | $— | $— | $— | $— | $— | | Value of Accelerated Equity(3) | $2,692,110 | $— | $2,085,977 | $2,085,977 | $2,085,977 | $— | | Retiree Medical(4) | $— | $— | $— | $— | $— | $— | | Health Benefits(5) | $52,554 | $— | $— | $— | $— | $— | | Death Benefit(6) | $— | $— | $— | $1,600,000 | $— | $— | | Supplemental Disability Benefit(7) | $— | $— | $— | $— | $3,882,632 | $— | | Section 280G Tax Gross-Up | $— | $— | $— | $— | $— | $— | | Total | $8,344,664 | $— | $2,085,977 | $3,685,977 | $5,968,609 | $— |

  117. Potential Payments Upon Termination or Change in Control

    | (1) All scenarios assume termination occurred on December 31, 2025, and a stock price of $38.54, the closing price of Company stock on that date. |

  118. Potential Payments Upon Termination or Change in Control

    | (2) 3x the sum of the executive’s annual base pay and target bonus, plus an amount equal to target bonus. |

  119. Potential Payments Upon Termination or Change in Control

    | (3) For CIC, pro-rated FY23-25, FY24-26 and FY25-27 PSUs (assumes target performance) plus full acceleration of unvested RSUs and applicable dividend equivalents. |

  120. Potential Payments Upon Termination or Change in Control

    | (4) Retiree medical benefits are generally available to all employees who meet age and service eligibility requirements. |

  121. Potential Payments Upon Termination or Change in Control

    | (5) 18 months of health benefits continuation, based on 2025 premium amounts. |

  122. Potential Payments Upon Termination or Change in Control

    | (6) The “death benefit” is explained in the CD&A under “Company Self-Funded Death Benefit Plan.” Amount shown is twice the annual base salary and is paid in a lump sum. |

  123. Potential Payments Upon Termination or Change in Control

    | (7) The supplemental disability benefit is 60% of base annual pay and is comprised of benefits available from the Avista Supplemental Executive Disability Plan, Long-term Disability Plan, Workers Compensation (if applicable), and Social Security. Amount shown is the present value of the annual disability benefit payable to age 65. Present value was determined by using an interest rate of 6.19% and the Pri-2012 mortality table with modified MP-2021 generational projection for males and females. |

  124. Potential Payments Upon Termination or Change in Control

    | AVISTA CORPORATION • 2026 PROXY STATEMENT | 63 |

  125. Potential Payments Upon Termination or Change in Control

    | | Potential Payment Upon Termination After Change in Control(1) | | | | | | | | Termination Without Cause or With Good Reason after a CIC | Voluntary Termination | Retirement | Death | Disability | Involuntary Termination With or Without Cause | | Kevin J. Christie | | | | | | | | SVP, CFO, Treasurer & Regulatory Affairs Officer | | | | | | | | Compensation Components | | | | | | | | Severance(2) | $1,805,000 | $— | $— | $— | $— | $— | | Value of Accelerated Equity(3) | $1,491,584 | $— | $1,211,719 | $1,211,719 | $1,211,719 | $— | | Retiree Medical(4) | $— | $— | $— | $— | $— | $— | | Health Benefits(5) | $39,084 | $— | $— | $— | $— | $— | | Death Benefit(6) | $— | $— | $— | $950,000 | $— | $— | | Supplemental Disability Benefit(7) | $— | $— | $— | $— | $1,025,711 | $— | | Section 280G Tax Gross-Up | $— | $— | $— | $— | $— | $— | | Total | $3,335,668 | $— | $1,211,719 | $2,161,719 | $2,237,430 | $— |

  126. Potential Payments Upon Termination or Change in Control

    | (1) All scenarios assume termination occurred on December 31, 2025, and a stock price of $38.54, the closing price of Company stock on that date. |

  127. Potential Payments Upon Termination or Change in Control

    | (2) 2x the sum of the executive’s annual base pay and target bonus, plus an amount equal to target bonus. |

  128. Potential Payments Upon Termination or Change in Control

    | (3) For CIC, pro-rated FY23-25, FY24-26 and FY25-27 PSUs (assumes target performance) plus full acceleration of unvested RSUs and applicable dividend equivalents. |

  129. Potential Payments Upon Termination or Change in Control

    | (4) Retiree medical benefits are generally available to all employees who meet age and service eligibility requirements. |

  130. Potential Payments Upon Termination or Change in Control

    | (5) 18 months of health benefits continuation, based on 2025 premium amounts. |

  131. Potential Payments Upon Termination or Change in Control

    | (6) The “death benefit” is explained in the CD&A under “Company Self-Funded Death Benefit Plan.” Amount shown is twice the annual base salary and is paid in a lump sum. |

  132. Potential Payments Upon Termination or Change in Control

    | (7) The supplemental disability benefit is 60% of base annual pay and is comprised of benefits available from the Avista Supplemental Executive Disability Plan, Long-term Disability Plan, Workers Compensation (if applicable), and Social Security. Amount shown is the present value of the annual disability benefit payable to age 65. Present value was determined by using an interest rate of 6.19% and the Pri-2012 mortality table with modified MP-2021 generational projection for males and females. |

  133. Potential Payments Upon Termination or Change in Control

    | | Potential Payment Upon Termination After Change in Control(1) | | | | | | | | Termination Without Cause or With Good Reason after a CIC | Voluntary Termination | Retirement | Death | Disability | Involuntary Termination With or Without Cause | | Jason R. Thackston | | | | | | | | SVP, Growth, Energy Policy & External Relations | | | | | | | | Compensation Components | | | | | | | | Severance(2) | $1,394,165 | $— | $— | $— | $— | $— | | Value of Accelerated Equity(3) | $1,112,425 | $— | $903,189 | $903,189 | $903,189 | $— | | Retiree Medical(4) | $— | $— | $— | $— | $— | $— | | Health Benefits(5) | $52,554 | $— | $— | $— | $— | $— | | Death Benefit(6) | $— | $— | $— | $834,000 | $— | $— | | Supplemental Disability Benefit(7) | $— | $— | $— | $— | $970,806 | $— | | Section 280G Tax Gross-Up | $— | $— | $— | $— | $— | $— | | Total | $2,559,144 | $— | $903,189 | $1,737,189 | $1,873,995 | $— |

  134. Potential Payments Upon Termination or Change in Control

    | (1) All scenarios assume termination occurred on December 31, 2025, and a stock price of $38.54, the closing price of Company stock on that date. |

  135. Potential Payments Upon Termination or Change in Control

    | (2) 2x the sum of the executive’s annual base pay and target bonus, plus an amount equal to target bonus. Thackston’s cash amount was reduced by $190,435, to reflect his best net provisions as he would be better off reducing his CIC payout rather than paying the additional excise tax. |

  136. Potential Payments Upon Termination or Change in Control

    | 64 | AVISTA CORPORATION • 2026 PROXY STATEMENT |

  137. Potential Payments Upon Termination or Change in Control

    | (3) For CIC, pro-rated FY23-25, FY24-26 and FY25-27 PSUs (assumes target performance) plus full acceleration of unvested RSUs and applicable dividend equivalents. |

  138. Potential Payments Upon Termination or Change in Control

    | (4) Retiree medical benefits are generally available to all employees who meet age and service eligibility requirements. |

  139. Potential Payments Upon Termination or Change in Control

    | (5) 18 months of health benefits continuation, based on 2025 premium amounts. |

  140. Potential Payments Upon Termination or Change in Control

    | (6) The “death benefit” is explained in the CD&A under “Company Self-Funded Death Benefit Plan.” Amount shown is twice the annual base salary and is paid in a lump sum. |

  141. Potential Payments Upon Termination or Change in Control

    | (7) The supplemental disability benefit is 60% of base annual pay and is comprised of benefits available from the Avista Supplemental Executive Disability Plan, Long-term Disability Plan, Workers Compensation (if applicable), and Social Security. Amount shown is the present value of the annual disability benefit payable to age 65. Present value was determined by using an interest rate of 6.19% and the Pri-2012 mortality table with modified MP-2021 generational projection for males and females. |

  142. Potential Payments Upon Termination or Change in Control

    | | Potential Payment Upon Termination After Change in Control(1) | | | | | | | | Termination Without Cause or With Good Reason after a CIC | Voluntary Termination | Retirement | Death | Disability | Involuntary Termination With or Without Cause | | Bryan A. Cox | | | | | | | | SVP, Safety & Chief People Officer | | | | | | | | Compensation Components | | | | | | | | Severance(2) | $1,451,600 | $— | $— | $— | $— | $— | | Value of Accelerated Equity(3) | $893,231 | $— | $714,364 | $714,364 | $714,364 | $— | | Retiree Medical(4) | $— | $— | $— | $— | $— | $— | | Health Benefits(5) | $52,554 | $— | $— | $— | $— | $— | | Death Benefit(6) | $— | $— | $— | $764,000 | $— | $— | | Supplemental Disability Benefit(7) | $— | $— | $— | $— | $813,520 | $— | | Section 280G Tax Gross-Up | $— | $— | $— | $— | $— | $— | | Total | $2,397,385 | $— | $714,364 | $1,478,364 | $1,527,884 | $— |

  143. Potential Payments Upon Termination or Change in Control

    | (1) All scenarios assume termination occurred on December 31, 2025, and a stock price of $38.54, the closing price of Company stock on that date. |

  144. Potential Payments Upon Termination or Change in Control

    | (2) 2x the sum of the executive’s annual base pay and target bonus, plus an amount equal to target bonus. |

  145. Potential Payments Upon Termination or Change in Control

    | (3) For CIC, pro-rated FY23-25, FY24-26 and FY25-27 PSUs (assumes target performance) plus full acceleration of unvested RSUs and applicable dividend equivalents. |

  146. Potential Payments Upon Termination or Change in Control

    | (4) Retiree medical benefits are generally available to all employees who meet age and service eligibility requirements. |

  147. Potential Payments Upon Termination or Change in Control

    | (5) 18 months of health benefits continuation, based on 2025 premium amounts. |

  148. Potential Payments Upon Termination or Change in Control

    | (6) The “death benefit” is explained in the CD&A under “Company Self-Funded Death Benefit Plan.” Amount shown is twice the annual base salary and is paid in a lump sum. |

  149. Potential Payments Upon Termination or Change in Control

    | (7) The supplemental disability benefit is 60% of base annual pay and is comprised of benefits available from the Avista Supplemental Executive Disability Plan, Long-term Disability Plan, Workers Compensation (if applicable), and Social Security. Amount shown is the present value of the annual disability benefit payable to age 65. Present value was determined by using an interest rate of 6.19% and the Pri-2012 mortality table with modified MP-2021 generational projection for males and females. |

  150. Potential Payments Upon Termination or Change in Control

    | AVISTA CORPORATION • 2026 PROXY STATEMENT | 65 |

  151. Potential Payments Upon Termination or Change in Control

    | | Potential Payment Upon Termination After Change in Control(1) | | | | | | | | Termination Without Cause or With Good Reason after a CIC | Voluntary Termination | Retirement | Death | Disability | Involuntary Termination With or Without Cause | | Gregory C. Helser | | | | | | | | SVP, General Counsel, Corporate Secretary & Chief Ethics/Compliance Officer | | | | | | | | Compensation Components | | | | | | | | Severance(2) | $2,419,200 | $— | $— | $— | $— | $— | | Value of Accelerated Equity(3) | $1,013,932 | $— | $814,554 | $814,554 | $814,554 | $— | | Retiree Medical(4) | $— | $— | $— | $— | $— | $— | | Health Benefits(5) | $52,554 | $— | $— | $— | $— | $— | | Death Benefit(6) | $— | $— | $— | $896,000 | | $— | | Supplemental Disability Benefit(7) | $— | $— | $— | $— | $1,624,826 | $— | | Section 280G Tax Gross-Up | $— | $— | $— | $— | $— | $— | | Total | $3,485,686 | $— | $814,554 | $1,710,554 | $2,439,380 | $— |

  152. Potential Payments Upon Termination or Change in Control

    | (1) All scenarios assume termination occurred on December 31, 2025, and a stock price of $38.54, the closing price of Company stock on that date. |

  153. Potential Payments Upon Termination or Change in Control

    | (2) 3x the sum of the executive’s annual base pay and target bonus, plus an amount equal to target bonus. |

  154. Potential Payments Upon Termination or Change in Control

    | (3) For CIC, pro-rated FY23-25, FY24-26 and FY25-27 PSUs (assumes target performance) plus full acceleration of unvested RSUs and applicable dividend equivalents. |

  155. Potential Payments Upon Termination or Change in Control

    | (4) Retiree medical benefits are generally available to all employees who meet age and service eligibility requirements. |

  156. Potential Payments Upon Termination or Change in Control

    | (5) 18 months of health benefits continuation, based on 2025 premium amounts. |

  157. Potential Payments Upon Termination or Change in Control

    | (6) The “death benefit” is explained in the CD&A under “Company Self-Funded Death Benefit Plan.” Amount shown is twice the annual base salary and is paid in a lump sum. |

  158. Potential Payments Upon Termination or Change in Control

    | (7) The supplemental disability benefit is 60% of base annual pay and is comprised of benefits available from the Avista Supplemental Executive Disability Plan, Long-term Disability Plan, Workers Compensation (if applicable), and Social Security. Amount shown is the present value of the annual disability benefit payable to age 65. Present value was determined by using an interest rate of 6.19% and the Pri-2012 mortality table with modified MP-2021 generational projection for males and females. |

  159. Potential Payments Upon Termination or Change in Control

    | 66 | AVISTA CORPORATION • 2026 PROXY STATEMENT |

  160. Potential Payments Upon Termination or Change in Control

    PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION