DEF 14A of Ormat Technologies, Inc., Apr 21, 2026

DEF 14A of Ormat Technologies, Inc.

Filed Apr 21, 2026 · FY20250001193125-26-166752

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board currently consists of eight members, each of whom is standing for reelection. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has considered and nominated the following slate of nominees for a one-year term expiring in 2027: Isaac Angel, Ravit Barniv, Karin Corfee, David Granot, Michal Marom, Dafna Sharir, Stanley B. Stern, and Byron G. Wong. Action will be taken at the Annual Meeting for the election of these nominees. It is intended that the proxies delivered pursuant to this solicitation will be voted in favor of the election of Isaac Angel, Ravit Barniv, Karin Corfee, David Granot, Michal Marom, Dafna Sharir, Stanley B. Stern, and Byron G. Wong, except in cases of proxies bearing contrary instructions. In the event that these nominees should become unavailable for election, the persons named in the proxy will have the right to use their discretion to vote for a substitute in accordance with SEC rules. Election of each director nominee requires the affirmative vote of the holders of a majority of votes cast for the election of each director at the Annual Meeting. Abstentions and “broker non-votes” will have no effect on the outcome of this proposal.

  2. ELECTION OF DIRECTORS

    | | OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE. |

  3. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026 The following information describes the offices held and other business directorships of each nominee required to be disclosed by SEC rules. Beneficial ownership of equity securities of the nominees is shown under the section entitled “Security Ownership of Certain Beneficial Owners and Management” below.

  4. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | Age 69 Member of our Board since July 2020 Independent Director Chairman of the Board | ISAAC ANGEL | | | DIRECTOR QUALIFICATIONS: | | | • Extensive experience with our Company, management experience and institutional and strategic knowledge about our energy market, industry and our business | | | BACKGROUND: | | | Mr. Angel has served as Chairman of our Board since January 2021, and served as Executive Chairman of our Board from July 2020 to December 2020. Mr. Angel was also our CEO from 2014 to July 2020. Previously, Mr. Angel served as chairman of the board of directors of Gilat Satellite Networks Ltd. (Nasdaq: GILT), a U.S. public company, from March 2020 to March 2023, as a director of Frutarom Ltd. from 2008 until 2016 and Retalix Ltd. from 2012 until 2013, and as executive chairman of LeadCom Integrated Solutions Ltd. from 2008 to 2009. From 2006 to 2008, Mr. Angel served as Executive Vice President, Global Operations of VeriFone after it acquired Lipman Electronic Engineering Ltd. (“Lipman”), and from 1979 to 2006, he served in various positions at Lipman, including as its President and CEO. |

  5. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | Age 62 Member of our Board since May 2024 Independent Director • Audit Committee • Sustainability Committee • Investment Committee | RAVIT BARNIV | | | | DIRECTOR QUALIFICATIONS: | EDUCATION: | | | • Extensive management, financial and corporate governance experience • Extensive experience in highly-regulated industries | • BA, Economics and Philosophy, Tel Aviv University • MBA, Finance, Tel Aviv University • MA, Governance, specialization in counterterrorism, IDC Herzliya (now Reichman University) • MBA, Healthcare Innovation, IDC Herzliya (now Reichman University) | | | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: | | | | • Strauss Group Ltd. | | | | BACKGROUND: Ms. Barniv was previously a member of our Board from November 2015 until May 2021 and currently serves on the Board of Directors of Strauss Group Ltd. (TASE: STRS), a leading food and beverage company based in Israel. Ms. Barniv is on the board and is a member of the compensation committee of Lahav Managerial Studies at Tel-Aviv University. Ms. Barniv previously served as the chairperson of the board of directors of Tnuva Group, the largest food group in Israel, from 2013 to 2015, as a board member of Clalit Health Care, Israel’s largest healthcare provider, from November 2016 to October 2022, and as a chairperson of the board of directors of Shikun & Binui Ltd., an infrastructure, real estate and renewable energy group in Israel, from 2007 to 2012. Ms. Barniv served and as CEO of Netvision Communications, an internet service provider and provider of integration and telecommunication services, from 2001 to 2007. | |

  6. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | Age 65 Member of our Board since June 2022 Independent Director • Audit Committee • Sustainability Committee (Chair) | KARIN CORFEE | | | | DIRECTOR QUALIFICATIONS: | EDUCATION: | | | • Depth of experience in the energy sector and expertise with strategic planning, renewables, energy storage, sustainability and stewardship | • BS, Political Economy of Natural Resources, University of California at Berkeley • MS, Civil Engineering, Stanford University | | | BACKGROUND: Ms. Corfee has over three decades of experience assisting large corporations, utilities, government agencies, and investors with clean energy transition strategies. Ms. Corfee has served on the board of directors of ClimeCo, a privately held global carbon management and sustainability company, since September 2021 and the Center for Resource Solutions, a non-profit that creates policy and market solutions to advance renewable energy, since March 2015. She is the founder and CEO of KC Strategies LLC, a business consultancy firm since April 2021. Previous work experience includes serving as Vice President of Professional & Advisory Services at Kevala, Inc., a power grid analytics company, from October 2021 to June 2022 where she built their professional advisory services team. From October 2019 through April 2021, Ms. Corfee served as a Partner at Guidehouse, a management consulting firm, where she oversaw the firm’s western energy practice. Ms. Corfee also served as Managing Director at Navigant Consulting, Inc., a management consulting firm from 2011 to its acquisition by Guidehouse in October 2019. Ms. Corfee also served as a Vice President at KEMA, Inc. (now DNV), a global energy consultancy company, from 1998 to 2011. Prior to consulting, Ms. Corfee worked for electric and gas utilities in North America, including Pacific Gas and Electric Company, City of Palo Alto Utilities, and Union Electric Company (now Ameren Corporation). | |

  7. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | Age 79 Member of our Board since May 2012 Independent Director • Nominating and Corporate Governance Committee • Investment Committee (Chair) | DAVID GRANOT | | | | DIRECTOR QUALIFICATIONS: | EDUCATION: | | | • Extensive management, banking, and financial experience, and overall business knowledge | • BA, Economics, Hebrew University • MBA, Hebrew University | | | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: • M.L.R.N. Projects and Trading Ltd. (Chairman) • CLAL Insurance Enterprises Holdings Ltd. | | | | BACKGROUND: Mr. Granot currently serves on the boards of directors of M.L.R.N. Projects and Trading Ltd. (where he is Chairman of the board) (TASE: MLRN), CLAL Insurance Enterprises Holdings Ltd. (TASE: CLIS), which are all public companies in Israel. He also serves on the boards of directors of Sonol Israel Ltd., a private company in Israel, and as the Chairman of the Investment Committee of Tel Aviv University. During the past five years, Mr. Granot served as a member of the boards of directors of the following non-U.S. public and private companies, for which he no longer serves as a director: Bezeq The Israel Telecommunication Corp. Ltd., Rav‑Bariach (08) Industries Ltd., Akerstein Ltd., Fritz Companies Israel T. Ltd. (chairman), Alrov (Israel) Ltd., Geregu Power Plc, Harel Insurance, Investments and Financial Services Ltd. (chairman of the Nostro investments committee), Calcalit Jerusalem Ltd., Tempo Beverages Ltd., and Protalix BioTherapeutics, Inc. (NYSE: PLX). From 2001 through 2007, Mr. Granot was the Chief Executive Officer of the First International Bank of Israel Ltd. | |

  8. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | Age 56 Member of our Board since June 2022 Independent Director • Audit Committee (Chair) • Compensation Committee | MICHAL MAROM | | | | DIRECTOR QUALIFICATIONS: | EDUCATION: | | | • Extensive corporate governance and financial experience | • BA, Business, Israeli College of Management Academic Studies • MSF, Baruch College | | | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: • Paz Energy • Ayalon Insurance Company Ltd. • ISROTEL Ltd. | | | | BACKGROUND: Ms. Marom serves on the board of directors and the compensation committee of Ayalon Insurance Company Ltd (TASE: AYOL), one of the six largest insurance and finance companies in Israel, Paz Energy (TASE: PAZ), a leading energy company in Israel; and ISROTEL (TASE: ISRO), the largest hotel and hospitality company in Israel, which are all public companies in Israel. Additionally, she previously served as a director of Union Bank of Israel, which subsequently was acquired by Bank Mizrahi-Tefahot, as the Chair of the Audit Committee of Halman Aldubi, an investment firm, which subsequently was acquired by The Phoenix Holdings Ltd. from 2011 to 2015. Ms. Marom served as the Chief Financial Officer of Linkury Ltd., an Israeli high-tech company she co-founded in 2011. She previously served on the boards of the following public and private Israeli companies: OPC Energy Ltd. (TASE: OPCE), the largest supplier of electrical power in Israel, Partner Communications Ltd. (TASE: PTNR), from 2021 to 2023, Dan Transportation Ltd., from 2014 to 2022, and REE Automotive Ltd. from July 2021 to February 2025. Ms. Marom is a certified public accountant in Israel and also acts as a consultant providing strategic advice on business models and financial transactions. | |

  9. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | Age 57 Member of our Board since May 2018 Independent Director • Compensation Committee (Chair) • Nominating and Corporate Governance Committee | DAFNA SHARIR | | | | DIRECTOR QUALIFICATIONS: | EDUCATION: | | | • Extensive domestic and international financial and legal experience, specifically in mergers and acquisitions | • BA, Economics, Tel Aviv University • LLB, Tel Aviv University School of Law • LLM, New York University School of Law • MBA, INSEAD | | | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: • Cognyte Software Ltd. • Gilat Satellite Networks Ltd. | | | | BACKGROUND: Ms. Sharir has served on the board of directors of Gilat Satellite Networks Ltd. (Nasdaq: GILT), a U.S. public company, since 2016, and on the board of directors of Cognyte Software Ltd. (Nasdaq: CGNT), a U.S. public company, since 2022 She also serves on the board of directors of Minute Media Inc., a private company, since 2021. From 2013 to 2018, she served on the board of directors of Frutarom Industries Inc., and from 2012 to 2015, she served on the board of directors of Ormat Industries Inc., which was merged into Ormat Systems Ltd. (“Ormat Systems”) in February 2015. Since 2005, Ms. Sharir has served as a consultant, providing mergers and acquisitions advisory services, including with respect to due diligence, structuring, and negotiation, to public and private companies around the world. From 2002 to 2005, she served as Senior Vice President—Investments of AMPAL-American Israel Corporation, formerly a U.S. public company, and was responsible for all of its acquisitions and dispositions. From 1999 to 2002, she served as Business Development—Director of Mergers and Acquisitions at AMDOCS and was responsible for international acquisitions and equity investments. | |

  10. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | Age 68 Member of our Board since November 2015 Lead Independent Director • Compensation Committee • Nominating and Corporate Governance Committee (Chair) • Investment Committee | STANLEY B. STERN | | | | DIRECTOR QUALIFICATIONS: | EDUCATION: | | | • Extensive management, strategic analysis, banking and financial experience across a broad spectrum of industries | • BA, Economics and Accounting, City University of New York, Queens College • MBA, Harvard University | | | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: • Audiocodes, Inc. • Radware Ltd. • Tigo Energy, Inc. | | | | BACKGROUND: Mr. Stern is the Managing Partner of Alnitak Capital, which he founded in 2013 to provide board level strategic advisory services and merchant banking services, primarily in technology, energy and healthcare related industries. From 1981 to 2000 and from 2004 to 2013, he was a Managing Director at Oppenheimer & Co, where, among other positions, he was head of the investment banking department and technology investment banking group. He also held positions at Salomon Brothers, STI Ventures and C.E. Unterberg. Mr. Stern serves as a member of the board of directors of the following U.S. public companies: AudioCodes, Ltd. (Nasdaq: AUDC) since 2012, Tigo Energy, Inc. (Nasdaq: TIGO) since 2015 and Radware Ltd. (Nasdaq: RDWR) since September 2020. Mr. Stern previously served from 2015 to 2018 as the chairman of the board of directors of SodaStream International Ltd., a U.S. public company, until its sale to Pepsico in 2018, and as a member of the board of directors of the following public companies, for which he no longer serves as a director: Given Imaging Ltd., Fundtech Inc., Tucows, Inc. (chairman), Polypid Ltd., Odimo, Inc., and Ekso Bionics Holdings, Inc. (lead independent director). | |

  11. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | Age 74 Member of our Board since July 2017 Independent Director • Audit Committee • Sustainability Committee | BYRON G. WONG | | | | DIRECTOR QUALIFICATIONS: | EDUCATION: | | | • Extensive experience and proficiency in understanding, developing and managing energy and power projects globally | • BA, Economics, University of California, Los Angeles • MBA, University of California, Los Angeles | | | BACKGROUND: Mr. Wong has been a private energy consultant following his retirement from Chevron Corporation (“Chevron”) at the end of 2012 after more than 31 years with Chevron, its affiliates and predecessor companies. While at Chevron, from 2001 to 2012, Mr. Wong was Senior Vice President — Commercial Development (Asia) for Chevron Global Power Company, managing a team of professionals in identifying and developing opportunities for independent power projects to monetize Chevron’s gas in the region, and also participating as a member of a decision review board for overseeing Chevron’s geothermal development opportunities in Indonesia and the Philippines. Prior to the merger with Chevron in 2001, Mr. Wong established and staffed the initial Asian office location for Texaco Power and Gasification in Singapore in 1999. Before moving to Singapore, from 1995 to 1999. Mr. Wong was based in London with Texaco Europe: first as the Director of New Business Development (Downstream) for Central/ Eastern Europe and Former Soviet Union, with primary responsibility for developing Texaco’s downstream entry into this region, and later, from 1998 to early 1999 as Vice President of Upstream Corporate Development for Europe, Eurasia, Middle East and North Africa, focusing on opportunities for upstream oil and gas mergers, divestments and acquisitions. | |

  12. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | Board Highlights | | | | | | 6 directors with gender and/or ethnic or racial diversity | | 1 director who is a former CFO | | | 3 directors who are current or former CEOs | | 4 directors with international experience |

  13. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    Board Credentials and Characteristics In considering each director nominee, the Nominating and Corporate Governance Committee and the Board evaluated such person’s key qualifications, skills, experience and perspectives that he or she could bring to the Board, as well as existing commitments to other businesses, professional experience, understanding of the Company’s business environment and the composition and combined expertise of the existing Board. Certain of the skills considered by the Board are summarized in the matrix below. The fact that a particular qualification, skill, experience or perspective is not listed below does not mean that the nominee does not possess it or that the Nominating and Corporate Governance Committee and the Board did not evaluate it. The Nominating and Corporate Governance Committee also considers factors such as age, gender and ethnic and racial background as set forth in the Company’s Corporate Governance Guidelines. In addition, under our Corporate Governance Guidelines, our Board shall at all times include a minimum of two female directors, subject to periods of director transitions. The Nominating and Corporate Governance Committee makes recommendations to the Board to ensure it is composed of directors with sufficiently diverse and independent backgrounds. The matrix below also provides additional information regarding our directors’ self-identified gender and race/ethnicity.

  14. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | | Board Skills and Experience | | | | | | | | | | Isaac Angel | Ravit Barniv | Karin Corfee | David Granot | Michal Marom | Dafna Sharir | Stanley Stern | Byron Wong | | Senior Leadership and Strategy Experience as a senior executive at a large organization | | | | | | | | | | Public Company Corporate Governance Experience serving on the board of a public company and/or a strong understanding of corporate governance best practices | | | | | | | | | | Finance and Accounting Experience in financial accounting and reporting, auditing processes and standards, internal controls and/or corporate finance | | | | | | | | | | Capital Markets Experience with a range of capital raising transactions | | | | | | | | | | Sustainability Experience with corporate social responsibility practices, including sustainability | | | | | | | | | | Capital Projects Experience overseeing, managing or advising on large scale capital projects | | | | | | | | | | Business Development Experience with developing and implementing strategies for growth, including M&A transactions | | | | | | | | |

  15. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | | Board Skills and Experience | | | | | | | | | | Isaac Angel | Ravit Barniv | Karin Corfee | David Granot | Michal Marom | Dafna Sharir | Stanley Stern | Byron Wong | | Energy Industry Experience in the energy, power generation, renewables and/or utility sectors | | | | | | | | | | International Business Experience with managing international operations | | | | | | | | | | Information Technology/ Cybersecurity Experience in information technology, including the importance of maintaining stakeholder trust through protecting their information | | | | | | | | |

  16. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | | Gender | | | | | | | | | | Isaac Angel | Ravit Barniv | Karin Corfee | David Granot | Michal Marom | Dafna Sharir | Stanley Stern | Byron Wong | | Male | | | | | | | | | | Female | | | | | | | | |

  17. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | | Race/Ethnicity | | | | | | | | | | Isaac Angel | Ravit Barniv | Karin Corfee | David Granot | Michal Marom | Dafna Sharir | Stanley Stern | Byron Wong | | Asian (excludes Indian/South Asian) | | | | | | | | | | Black/African American | | | | | | | | | | Caucasian/White | | | | | | | | | | Hispanic/Latin American | | | | | | | | | | Indian/South Asian | | | | | | | | | | Middle‑Eastern/North African | | | | | | | | | | Native American/Alaskan Native | | | | | | | | | | Native Hawaiian/Other Pacific Islander | | | | | | | | |

  18. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

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  19. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    HOW OUR BOARD IS SELECTED AND EVALUATED Board Tenure The Nominating and Corporate Governance Committee strives to maintain a healthy degree of Board refreshment and prevent entrenchment, while weighing the strong contributions delivered by directors with deep knowledge of our Company’s history and strategic long-term goals. Our Board is periodically refreshed with the addition of candidates whom we believe bring new ideas and fresh perspectives into the boardroom. As shown below, the Board’s balanced approach to Board tenure has resulted in an appropriate mix of long-serving and newer directors (which reflects the composition of the Board following the Annual Meeting assuming the election of all director nominees).

  20. PROPOSAL 1 ELECTION OF DIRECTORS I

    PROPOSAL 1 ELECTION OF DIRECTORS I HOW OUR BOARD EXERCISES OVERSIGHT

  21. HOW OUR BOARD EXERCISES OVERSIGHT

    | Name | Fee Earned or Paid in Cash ($) | Stock Awards($)(1) | Total ($) | | Isaac Angel | 135,000 | 180,000 | 315,000 | | Ravit Barniv | 95,000 | 130,000 | 225,000 | | Karin Corfee (2) | 106,875 | 130,000 | 236,875 | | David Granot (2) | 106,875 | 130,000 | 236,875 | | Michal Marom (2) | 118,750 | 130,000 | 248,750 | | Mike Nikkel (3) | — | — | — | | Dafna Sharir | 112,500 | 130,000 | 242,500 | | Stanley B. Stern (2) | 108,750 | 130,000 | 238,750 | | Byron G. Wong | 95,000 | 130,000 | 225,000 |

  22. COMPENSATION DISCUSSION AND ANALYSIS

    | TABLE OF CONTENTS | | | OUR EXECUTIVE OFFICERS | 36 | | EXECUTIVE SUMMARY | 37 | | - 2025 Highlights | 37 | | - We Pay For Performance | 38 | | - Compensation Objectives and Design | 38 | | - Compensation Elements | 39 | | - Views of Our Stockholders | 39 | | COMPENSATION GOVERNANCE | 40 | | - Roles and Responsibilities | 40 | | - Other Compensation-Related Policies and Procedures | 40 | | 2025 COMPENSATION DETERMINATIONS | 41 | | - Annual Salary | 41 | | - Management Plan | 42 | | - Equity Awards | 45 | | 2023 PERFORMANCE STOCK UNITS PROGRAM RESULT | 47 | | OTHER COMPENSATION ELEMENTS | 48 | | FISCAL 2026 COMPENSATION | 49 |

  23. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant As outlined in its charter, the Compensation Committee has the right to retain compensation consultants (and other outside consultants) to provide independent advice to the Compensation Committee. In Fiscal 2025, the Compensation Committee appointed F.W. Cook & Co. (“F.W. Cook”) as an independent outside compensation consultant. F.W. Cook provided general market data on compensation levels for the Company’s named executive officers and non-employee directors, market practices in incentive design and equity usage, and emerging trends related to clawback policies. As part of its annual independence assessment during Fiscal 2025 (cited under “—Annual Process” below), the Compensation Committee considered the six factors specified by the SEC in Rule 10C-1 under the Exchange Act and by Section 303A.05 of NYSE Listed Company Manual to monitor the independence of its compensation consultant, and determined that F.W. Cook’s provision of services to the Company did not raise a conflict of interest.

  24. Other Compensation-Related Policies and Procedures

    Other Compensation-Related Policies and Procedures Claw-back Policy: We maintain a claw-back policy as required by the rules of NYSE. Our claw-back policy covers each of our current and former executive officers. The policy provides that, subject to the limited exemptions provided by the NYSE rules, if the Company is required to restate its financial results due to material noncompliance with financial reporting requirements under the securities laws, the Compensation Committee must reasonably and promptly seek recovery of any cash- or equity-based incentive compensation (including vested and unvested equity) paid or awarded to the executive officer, to the extent that the compensation (i) was based on erroneous financial data and (ii) exceeded what would have been paid to the executive officer under the restatement. Recovery applies to any such excess cash- or equity-based bonus/other incentive compensation received by any covered executive officer, while he/she was an executive officer, on or after October 2, 2023 during the three completed fiscal years immediately preceding the date on which the Company determines an accounting restatement is required. For more information, see the full text of our claw-back policy, which is filed as an exhibit to our Annual Report on Form 10-K. Anti-Hedging and Anti-Pledging Policies: Our insider trading policy prohibits, without exception, our executive officers, employees and directors from engaging in speculative transactions designed to decrease the risks of holding Company securities, such as short sales of Company securities and transactions in puts, calls, publicly-traded options and other derivative securities with respect to Company securities. The policy also forbids all of our executive officers, employees and directors from entering into hedging or monetization transactions, such as zero-cost collars and forward sale contracts, which allow such individuals to continue to own Company securities without the full risks and rewards of ownership. In addition, our executive officers, employees and directors are prohibited, without exception, from pledging Company securities as collateral for loans and may not hold Company securities in margin accounts. For more information, see “Other Information—Insider Trading Policy.” Equity Grant Procedures: The Company’s Compensation Committee approves equity awards for our NEOs on or before the date of grant, and it is the Compensation Committee’s general practice to approve annual equity awards in March of each year. On occasion, equity awards may be granted outside of our annual grant cycle for new hires, promotions, retention, or other purposes. Generally, the date of grant for equity awarded to our NEOs is during an open quarterly window period under the Company’s insider trading policy or when the Company otherwise has no material non-public information. The Company does not permit the timed disclosure of material non-public information for the purpose of affecting the value of executive compensation.

  25. Management Plan

    Management Plan Each year, following publication of our financial statements for the prior fiscal year, the Compensation Committee determines and approves the amount of any annual bonus payable to our CEO and, based upon the recommendations of our CEO, reviews and approves the annual bonus payable to our other executive officers. Annual bonuses for our executive officers are payable in accordance with the Company’s Management Plan. Mr. Blachar’s eligibility for an annual cash bonus under the Management Plan is also governed by additional terms provided in his employment agreement (the “Blachar Employment Agreement”), which are described under “Executive Compensation Tables—Employment Agreements” below. The Management Plan provides for annual cash bonuses for participating employees based on the achievement of certain performance metrics. At the beginning of each fiscal year, our CEO and the Compensation Committee review the Company’s objectives under the Company’s strategic plan and annual budget, the compensation practices of our peers, and other market data, and the CEO recommends performance metrics, which are measurable financial and operational goals, for the upcoming fiscal year for all executive officers other than himself. These measurable financial and operational goals may be with respect to the performance of the Company on a consolidated basis, the performance of the Company in a particular country or region, or the performance of a business unit or operating segment of the Company, including a geographically-based business unit.

  26. Performance Metrics

    Performance Metrics After taking into account the CEO’s recommendations, the Compensation Committee establishes (i) Company Performance Metrics (as defined in the Management Plan) applicable to all executive officers, (ii) other quantitative individual performance criteria for each executive officer (the “Individual Performance Metrics”) and (iii) qualitative “CEO Goals” for each executive officer. The “CEO Goals” include certain operational objectives for each executive officer, thus enabling the Compensation Committee to evaluate achievement based on both the executive officer’s individual performance and our overall Company performance during the covered fiscal year. Collectively, the metrics focus on financial and operational performance, our execution of our business plan, the individual performance of the executive officer, certain subjective assessments of the executive leadership and other contributions to and impacts by the executive officer on the Company. The Compensation Committee sets target levels of achievement under each of such Company Performance Metrics, Individual Performance Metrics and CEO Goals, and assigns a weight to each of these three elements reflecting the contribution of achievement to the total payout. The Compensation Committee has the ability to adjust the targets once they are set for extraordinary events. The Management Plan provides that, unless otherwise determined by the Compensation Committee, for executive officers (other than Mr. Blachar) the Company Performance Metrics may not have a collective weight of less than 50%. The Compensation Committee determined that the Company Performance Metrics should have a weight of 60% in 2025 for these NEOs. For Mr. Blachar, as dictated by the Blachar Employment Agreement, the Company Performance Metrics and the Individual Performance Metrics have a collective weight of 75%, and the CEO Goals have a weight of 25%. In addition to determining pre-set performance metrics and weights for each such metric, the Compensation Committee establishes threshold and maximum bonus opportunities for each executive officer, based on base salary. For NEOs other than Mr. Blachar, the Compensation Committee set threshold and maximum bonus opportunities for Fiscal 2025 under the Management Plan at the following percentages of their base salaries: for Mr. Ginzburg, 8.5% and 85%; for Mr. Ben Yosef, 8.5% and 85%; for Ms. Woelfel, 7.5% and 75%; and for Mr. Willis, 10% and 75% based on his prorated salary for the period when he worked at Ormat). There is no target bonus opportunity for the NEOs other than Mr. Blachar. For Mr. Blachar, the Compensation Committee set his threshold, target and maximum bonus opportunities for Fiscal 2025 at 100%, 100% and approximately 117% (i.e., 100% of base salary, plus 2 months extra of base salary), respectively, of his base salary. Bonus payouts are determined based on the level of actual achievement for each goal under the Management Plan. Achievement is assessed stringently but holistically. For the CEO’s bonus, if the actual results exceed the target of one metric, it can offset the other metrics. If the level of achievement of a Company Performance Metric falls between the levels corresponding to a threshold and maximum bonus, bonus payout is based on a linear interpolation between the threshold and maximum bonus amounts. Mr. Blachar’s maximum bonus opportunity is achievable only if the net income metric set for him (under the Individual Performance Goals) exceeds its target. Regardless of other performance, no bonus is paid under the Management Plan for any fiscal year, unless the Company’s net income for such fiscal year is positive. The compensation of each of Messrs. Blachar, Ginzburg and Ben Yosef is denominated in NIS pursuant to their respective employment agreements with Ormat Systems. As a result, the dollar-denominated bonus amounts reflected in the Grants of Plan-Based Awards table below for each of these NEOs are derived from their respective NIS-denominated monthly salaries in effect during Fiscal 2025, converted to U.S. dollars at the applicable exchange rate. These amounts may differ from the annualized base salary figures presented elsewhere in this Proxy Statement, including in the Summary Compensation Table and the Annual Salary discussion, which may reflect different conversion dates, averaging conventions or the timing of actual payroll disbursements. For Mr. Blachar, this conversion difference accounts for the variance between his stated base salary and the target bonus opportunity shown in the Grants of Plan-Based Awards table. For more information on threshold, target and maximum bonus opportunities, see “Executive Compensation Tables—Grants of Plan-Based Awards in 2025.” The chart below indicates the rationale and provides detail for the Company Performance Metric, the Individual Performance Metrics and the CEO Goals, and the weighting of each component for the CEO and other NEOs for Fiscal 2025.

  27. Performance Metrics

    | | | | Weighting | | | | Category | Rationale | Components | CEO | Other NEOs | | | Company Performance Metrics | Financial metrics, based against targets set by the Board, that support commitment to provide solid returns to our shareholders and support our dividend and common to all NEOs | Revenue | | | All NEOs | | | | Adjusted EBITDA(1) | | | All NEOs | | Individual Performance Metrics | Other quantitative financial and operational metrics that focus on our core business drivers and growth targets, including those Company Financial Metrics specific to each NEO. | Specific to each NEO’s role at the Company, including items such as: • Income before income taxes • Net income • Electricity and Product segment revenue • Electricity and Energy Storage segment EBITDA • Product segment gross margin • Product backlog • Energy Storage segment growth • Targeted operational goals • Reporting compliance • Capital expenditure | | | EVP Electricity CFO, GC & EVP Storage and BD | | CEO Goals | Qualitative metrics that encourage the efficient management of the Company and its culture | Measuring the CEO’s effectiveness at, among other things: • Managing and operating the Company • Human capital management • Impact on social and environmental responsibility initiatives • M&A activity | | | EVP Electricity | | | | | | | Others |

  28. Performance Metrics

    Adjusted EBITDA, as reported on our financial results, is defined as net income before interest, taxes, depreciation, amortization and accretion, adjusted for (i) mark-to-market gains or losses from accounting for derivatives not designated as hedging instruments; (ii) stock-based compensation; (iii) merger and acquisition transaction costs; (iv) gain or loss from extinguishment of liabilities; (v) costs related to settlement agreements, (vi) non-cash impairment charges; (vii) write-off of unsuccessful exploration and storage activities; (viii) allowance for bad debts; and (ix) other unusual or non-recurring items. The chart below indicates the actual achievements under each element of the Management Plan for each NEO in Fiscal 2025, based on our Company’s and the NEOs’ individual performance as described in more depth following the chart

  29. Performance Metrics

    | | Company Performance Metrics | | Individual | | | NEO | Revenue | Adjusted EBITDA | Metrics Performance | CEO Goals | | Doron Blachar, Chief Executive Officer | 103% | 100% | 89% | 100% | | Assaf Ginzburg, Chief Financial Officer | 100% | 80% | 91% | 100% | | Jessica Woelfel, General Counsel, Chief Compliance Officer, and Corporate Secretary | 100% | 80% | 100% | 100% | | Ofer Ben Yosef, Executive Vice President, Energy Storage and Business Development | 100% | 80% | 86% | 75% | | Aron Willis, Executive Vice President, Electricity Segment | 100% | 80% | 25% | 75% |

  30. Company Performance Metrics Results

    Company Performance Metrics Results For the Company Performance Metrics applicable to all NEOs, the Compensation Committee considered the following financial results for Fiscal 2025:

  31. Company Performance Metrics Results

    | Company Performance Metric | Target | Actual | | Revenue | $959 million | $990 million | | Adjusted EBITDA | $582 million | $582 million |

  32. Management Plan Payouts

    Management Plan Payouts The chart below indicates, for each of our NEOs, after linear interpolation, the amount of the bonus earned and paid out to him or her, expressed as a percentage of the maximum bonus amount, and the bonus payouts in respect of the level of performance achieved with respect to the Company Performance Metrics, Individual Performance Metrics and CEO Goals, as described above. All financial metrics for Mr. Willis, who joined in June 2025, reflect prorated numbers.

  33. Management Plan Payouts

    | NEO | % of Award Paid Out | Bonus Payout | | Doron Blachar, Chief Executive Officer | 97% | $816,000 | | Assaf Ginzburg, Chief Financial Officer | 92% | $413,000 | | Jessica Woelfel, General Counsel, Chief Compliance Officer, and Corporate Secretary | 95% | $303,000 | | Ofer Ben Yosef, Executive Vice President, Energy Storage and Business Development | 85% | $302,000 | | Aron Willis, Executive Vice President, Electricity Segment | 74% | $136,000 |

  34. Equity Awards

    Equity Awards We are committed to long-term incentive programs for our executive officers that promote the long-term growth of the Company and align the interests of our executive officers with those of our stockholders. The determination of the total amount of annual equity awards that may be awarded to our employees in a particular year is determined in a similar manner to our annual bonuses under the Management Plan. We make equity awards to our executive officers and employees on an annual basis in line with market norms, and in order to reinforce our pay for performance culture. We make equity awards following the publication of our financial results for the preceding year and our Compensation Committee determines the total amount of annual equity awards that may be made to all of our employees. Within one month after the Compensation Committee determines the total amount of annual equity awards that may be made to all of our employees, including our executive officers, our CEO recommends to the Compensation Committee the particular amount of equity awards to be made to each of the executive officers (other than himself) after consideration of a variety of factors, including the Company’s performance and relative stockholder return, the expected contribution of the executive officers to the Company’s growth and success, awards granted to the executive officers in past years and certain survey and other market data regarding the compensation practices of our peers. These factors are not assigned any particular weight, and the Compensation Committee does not use a formula to apply these factors in determining the number of equity awards to be made to each of our executive officers. Instead, the Compensation Committee uses its judgment and experience in considering these factors to determine the appropriate number of equity awards to be granted to each of our executive officers for each fiscal year to ensure there is a strong link between our executive officers’ compensation and performance and alignment of their interests with those of our stockholders. All equity awards are made pursuant to the Company’s 2018 Incentive Compensation Plan, as amended (the “2018 ICP”).

  35. Equity Awards

    | Awards granted to NEOs include two distinct components: Performance Stock Units (PSUs) and Restricted Stock Units (RSUs). Each executive’s target grant value is based on his or her role. | 60% (PSUs) • 50% based on the Company's achievement of three-year relative total stockholder return ("relative TSR") • 50% based on the Company's achievement of MW capacity targets over a three-year period | | 40% (RSUs) • A long term compensation element designed to retain talent and encourage performance |

  36. Equity Awards

    During 2025, our NEOs received equity incentive compensation weighted towards performance-based awards, with a target allocation mix of 60% PSUs and 40% RSUs. As has been the case for PSUs granted annually since 2023, the PSUs in Fiscal 2025 are calculated based on percentage of total grant date fair value for all grants (assuming a payout at the probable outcome level for PSUs). The performance metrics for the PSUs are based 50% on targeted TSR performance relative to the S&P 500, and 50% on targeted capacity growth based on Megawatts (“MW”). The Fiscal 2025 PSU awards vest over three years, with one-third vesting on each anniversary of the grant date. For clarity of presentation, this Proxy Statement treats the PSUs granted in Fiscal 2025 (as well as the PSUs granted in the fiscal years ended December 31, 2024 and 2023) as two separate annual grants: one tied to TSR performance relative the S&P 500 ("TSR PSUs"), and one tied to MW growth ("MW PSUs"). However, in practice, all PSUs for a given year are granted at the same time as a single grant. At the end of the applicable three-year performance period, the results under each performance metric are calculated separately and then added together to determine the total PSU payout. Each RSU represents the right to receive one share of Common Stock upon vesting and is valued on the date of grant based on the closing price of our Common Stock on the next business day following the date of grant. The Fiscal 2025 RSU awards vest over three years, with one-third vesting on each anniversary of the grant date. TSR PSUs are paid out based on the Company’s achievement of three-year relative total shareholder return (“relative TSR”) compared to companies in the S&P 500 index. The Compensation Committee chose relative TSR as the performance metric due to its prevalent use in compensation design and its focus on driving stockholder value within a broad-market investment portfolio. The performance metrics are as follows:

  37. Equity Awards

    | Three-year relative TSR | PSUs earned* | | 75th percentile and above | 150% (maximum) | | 50th percentile | 100% (target) | | 25th percentile | 50% (threshold) | | Below 25th percentile | 0% |

  38. Equity Awards

    * Subject to linear interpolation. Additionally, where three-year absolute TSR is negative, regardless of performance relative to our peers, the TSR PSU payout will be capped at 100% of target. MW PSUs are paid out based on the Company’s achievement of defined three-year MW growth targets established by the Compensation Committee at the time of grant and the Compensation Committee does not have discretion to vary the MW targets after the grant date. The number of PSUs that may be earned ranges from 0% to 200% of target. The Compensation Committee chose MW targets as the performance metric to align with the Company’s multiyear capacity expansion targets that further strengthens our earnings generation capabilities. At least 50% of the MW growth must be via organic growth. The MW target performance metrics are challenging, but attainable goals that motivate exceptional performance against our operating plan. The targets are set at levels we believe require significant effort on the part of our executives, yet also represent a reasonable expectation of operational results based on prior-year performance, existing business conditions, the markets in which we participate and our outlook. While we believe in transparency and disclose as much information to stockholders as is necessary to understand how our executive compensation program works, we believe that disclosing these metrics on a prospective basis would provide our competitors with insight regarding confidential business growth strategies, and would thereby result in competitive harm to the Company. We will disclose the targets and actual performance on a retrospective basis for the MW PSUs that vest after completion of the three-year performance period. PSUs tied to each of the relative TSR and MW targets are also subject to service-based vesting and will vest ratably over three years (one-third on each of the one, two, and three-year anniversaries of the date of grant). No PSUs will actually be earned or paid until completion of the three-year performance period from the date of the grant. For Fiscal 2025, the Compensation Committee made the following grants to the NEOs, reflecting a 60% PSU/40% RSU split:

  39. Equity Awards

    | | RSUs | | PSUs | | | | Underlying Shares | Grant Date Fair Value | Underlying Shares(2) | Grant Date Fair Value(3) | | Doron Blachar | 11,613 | $800,000 | 16,509 (7,738 TSR/8,771 MW) | $1,200,000 | | Assaf Ginzburg | 5,807 | $400,000 | 8,254 (3,869 TSR/4,385 MW) | $600,000 | | Jessica Woelfel(1) | 3,048 | $210,000 | 4,333 (2,031 TSR/2,302 MW) | $315,000 | | Ofer Ben Yosef | 3,484 | $240,000 | 4,952 (2,321 TSR/2,631 MW) | $360,000 |

  40. Equity Awards

    (1) In the same grant, Ms. Woelfel received an additional 1,000 RSUs (with an approximate grant date fair value of $68,867), which were in addition to her annual equity awards of 3,048 RSUs. This additional amount recognized her leadership and management of the Company's prior relocation to a new corporate facility, which fell outside the scope of her ordinary responsibilities. Excluding the special award, Ms. Woelfel's annual equity grant maintains the 60% PSU/40% RSU target allocation applicable to our NEOs. (2) Reflects the target number of PSUs underlying the grant. Based on the probable outcome at grant. For more information, see “Executive Compensation Tables—Grants of Plan-Based Awards in 2025.” 2023 PERFORMANCE STOCK UNITS PROGRAM RESULT Mr. Willis also received 5,434 RSUs, with a grant date fair value of $450,000, but because he joined mid-year, he did not receive any PSUs for Fiscal 2025. Mr. Willis is expected to participate in the annual PSU grant program beginning in Fiscal 2026.

  41. 2023 PERFORMANCE STOCK UNITS PROGRAM RESULT

    2023 PERFORMANCE STOCK UNITS PROGRAM RESULT In March 2026, the Compensation Committee determined the payout for PSUs granted in 2023 to then-serving NEOs, which included both TSR PSUs and MW PSUs. The final payouts were based on the Company’s achievement of performance relative to such TSR PSUs and MW PSUs in the performance period between 2023 and 2026. The TSR PSUs were earned at 75% of target based on the Company’s achievement of three-year relative TSR in the 45th percentile, compared to companies in the S&P 500 index. The MW PSUs were earned at 200% of target based on the Company’s achievement of three-year MW capacity growth of 740 MW. This resulted in the following total payouts of PSUs granted in 2023:

  42. 2023 PERFORMANCE STOCK UNITS PROGRAM RESULT

    | | 2023 Target PSUs (1) (#) | 2023 Earned PSUs (2) (#) | | Doron Blachar | 13,579 | 18,667 | | Assaf Ginzburg | 6,413 | 8,816 | | Jessica Woelfel | 3,395 | 4,668 | | Ofer Ben Yosef | 3,772 | 5,185 |

  43. 2023 PERFORMANCE STOCK UNITS PROGRAM RESULT

    (1) Reflects the following breakdowns in target amounts: Mr. Blachar (6,793 TSR PSUs and 6,786 MW PSUs); Mr. Ginzburg (3,208 TSR PSUs and 3,205 MW PSUs); Ms. Woelfel (1,698 TSR PSUs and 1,697 MW PSUs); and Mr. Ben Yosef (1,887 TSR PSUs and 1,886 MW PSUs). Reflects following breakdowns in earned amounts: Mr. Blachar (5,095 TSR PSUs and 13,572 MW PSUs); Mr. Ginzburg (2,406 TSR PSUs and 6,410 MW PSUs); Ms. Woelfel (1,274 TSR PSUs and 3,394 MW PSUs); and Mr. Ben Yosef (1,415 TSR PSUs and 3,770 MW PSUs). On the TSR PSUs, with performance at or above the 75th percentile, the payout would be 150% of target (maximum); with performance at the 50th percentile, the payout would be 100% of target (target); with performance at the 35th percentile, the payout would be 50% of target (threshold); and with performance below the 35th percentile, no PSUs would be earned. On the MW PSUs, MW capacity growth of 740MW or more would earn a payout of 200% of target (maximum); growth between 640MW and 739MW would earn a payout of 100% of target (target); growth between 540MW and 639MW would earn a payout of 50% of target (threshold); and growth below 540MW would result in no payout. In both cases, payouts between maximum, target, and threshold would be determined by linear interpolation OTHER COMPENSATION ELEMENTS

  44. Israel

    Israel Israeli law generally requires severance pay equal to one month’s salary for each year of employment upon the termination of an employee’s employment due to retirement, death, termination without cause (and other circumstances as defined under Israeli law). We make monthly contributions on behalf of our Israel-based executive officers to a pension plan, known as a management insurance plan, or to a pension fund. These funds provide a combination of pension allowance and/or insurance and severance pay benefits to the executive officers. We contribute 7.5% of the monthly salary to the pension component (including disability insurance) and 8.33% of the monthly salary to the severance component and the employee contributes an amount between 6% and 7% of salary to the pension component. Our CEO is entitled to similar contributions on behalf of the Company as pension contribution and on account of severance. Accordingly, a substantial part of our statutory severance obligation is covered by these monthly contributions. Generally, in addition, our Israel-based NEOs are entitled to participate in an education fund plan (the “Education Fund”), pursuant to which each executive officer who participates in the plan contributes an amount equal to 2.5% of their monthly salary to the Education Fund and the Company 7.5% of their monthly salary to the Education Fund up to a certain sum. For more information, see the “All Other Compensation” column in the “Summary Compensation Table”, in “Executive Compensation Tables.”

  45. Other Bonuses

    Other Bonuses The Compensation Committee also has the authority to make discretionary bonuses during any fiscal year, as the Compensation Committee determines in its discretion is appropriate and in the best interests of the Company. These discretionary bonuses are made outside of, and not based on pre-set goals or formulas in, the Management Plan, and are instead sized based on various factors determined at the Compensation Committee’s discretion, such as individual performance, individual goals, other contributions to the Company and expected future contributions to the Company. For Fiscal 2025, the Compensation Committee did not grant any discretionary bonuses to NEOs. FISCAL 2026 COMPENSATION

  46. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth, for the periods required to be disclosed under SEC rules, the total compensation of our (i) CEO, (ii) CFO and (iii) three most highly compensated executive officers, other than our CEO and CFO, who were serving as executive officers as of December 31, 2025:

  47. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Doron Blachar | 2025 | 641,062 | 2,000,000 | 816,000 | 160,943(4) | 3,618,005 | | Chief Executive Officer | 2024 | 542,688 | 2,500,000 | 608,000 | 169,494 | 3,820,182 | | | 2023 | 528,300 | 1,800,000 | 594,000 | 136,276 | 3,058,576 | | Assaf Ginzburg | 2025 | 468,889 | 1,000,000 | 413,000 | 100,893(5) | 1,982,782 | | Chief Financial Officer | 2024 | 407,723 | 950,000 | 342,000 | 90,785 | 1,790,508 | | | 2023 | 393,940 | 850,000 | 274,000 | 85,499 | 1,603,439 | | Jessica Woelfel | 2025 | 382,462 | 593,867 | 303,000 | 15,250(6) | 1,294,579 | | General Counsel, Chief | 2024 | 360,165 | 525,000 | 260,000 | 15,250 | 1,160,415 | | Compliance Officer and Corporate Secretary | 2023 | 333,231 | 450,000 | 220,000 | 14,954 | 1,018,185 | | Ofer Ben Yosef | 2025 | 379,526 | 600,000 | 302,000 | 90,926(7) | 1,390,452 | | Executive Vice President, | 2024 | 332,272 | 600,000 | 252,000 | 80,412 | 1,264,684 | | Energy Storage and Business Development | 2023 | 318,111 | 500,000 | 165,000 | 77,260 | 1,060,371 | | Aron Willis | 2025 | 221,539 | 450,000 | 136,000 | 6,577 (8) | 814,116 | | Executive Vice President, | | | | | | | | Electricity Segment | | | | | | |

  48. SUMMARY COMPENSATION TABLE

    (1) The “Stock Awards” column reflects the dollar amounts that represent the aggregate grant date fair value of the applicable equity awards computed in accordance with FASB ASC Topic 718 (“Topic 718”). For a summary of the assumptions made in the valuation of the awards, please see Note 14 to the Consolidated Financial Statements in our Annual Report on Form 10-K for Fiscal 2025. $800,000, $400,000, $210,000, $240,000, and $450,000 represent the grant date fair values of all RSU awards to each of Messrs. Blachar, Ginzburg, Ms. Woelfel, Messrs. Ben Yosef and Willis, respectively, which are calculated in accordance with the accounting standards for share-based compensation using Ormat’s closing stock price on the next day of business following the date of grant. Each RSU represents the right to receive one share of Common Stock upon vesting. The “Stock Awards” column above also reflects the $600,000, $300,000, $157,500, and $180,000 grant date fair values of the target number of TSR PSUs and $600,000, $300,000, $157,500, and $180,000 grant date fair values of the target number of MW PSUs, in each case, for each of Messrs. Blachar, Ginzburg, Ms. Woelfel, and Mr. Ben Yosef, respectively, that were eligible to vest based on our relative TSR performance goals and MW goals, respectively, which for accounting purposes is based on the probable outcome (determined as of the grant date) of the performance-based condition applicable to the grant. Assuming the maximum level of performance achievement for the TSR PSUs (which is 150% of target) and for the MW PSUs, (which is 200% of target), the aggregate values of TSR PSUs for our NEOs in 2025 are $900,000, $450,000, $236,250, and $270,000, and the aggregate values of the MW PSUs for each of our NEOs in 2025 are $1,200,000, $600,000, $315,000, and $360,000, in each case, for each of Messrs. Blachar, Ginzburg, Ms. Woelfel, and Mr. Ben Yosef, respectively. (2) The“Non-Equity Incentive Plan Compensation” column reflects the amount of any cash awards granted under the Management Plan to the NEOs. These amounts reflect cash awards earned for 2025 performance, which were paid in 2026. For more information, see “Compensation Discussion and Analysis—2025 Compensation Determinations—Management Plan” above. (3) Car-related expenses included in this column include also gas, maintenance and insurance, which are perquisites customary in Israel and are provided by the Company in amounts that are customary and prevalent among Israeli companies in comparable industries. Salary amounts reported for Messrs. Blachar, Ginzburg and Ben Yosef reflect actual NIS-denominated compensation converted to U.S. dollars based on exchange rates in effect during Fiscal 2025. (4) Includes severance and pension contributions as required by Israeli law in the amount of $101,567; payments of car-related expenses in the amount of $34,783; vacation redemption in the amount of $4,435; and payments for Israel National Insurance, health insurance, convalescence pay, Education Fund and other perquisites. (5) Includes severance and pension contributions as required by Israeli law in the amount of $71,003; payments of car-related expenses in the amount of $10,435; and payments for Israel National Insurance, convalescence pay, Education Fund and other perquisites. (6) Reflects the value of cash we contributed to the named executive officer’s account in our 401(k) plan. (7) Includes severance and pension contributions as required by Israeli law in the amount of $57,471; payments of car-related expenses in the amount of $13,635; and payments for Israel National Insurance, convalescence pay, Education Fund and other perquisites. Reflects the value of cash we contributed to the named executive officer’s account in our 401(k) plan. GRANTS OF PLAN‑BASED AWARDS IN 2025

  49. GRANTS OF PLAN-BASED AWARDS IN 2025

    GRANTS OF PLAN-BASED AWARDS IN 2025 The following table sets forth grants of plan-based awards to each NEO during the year ended December 31, 2025:

  50. GRANTS OF PLAN-BASED AWARDS IN 2025

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Compensation(1) | | | Estimated Future Payouts Under Equity Incentive Plan Compensation | | | All Other Stock Awards: Number of Shares of Stock | All Other Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and | | Name | Grant Date | Type of Award | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or Units (#) | Options (#) | Awards ($/Sh) | Option Awards(2) | | Doron Blachar | | Annual Cash Bonus: Management Plan | 721,000 | 721,000 | 841,000 | | | | | | | | | | 3/1/25(3) | PSUs | | | | 3,869 | 7,738 | 11,607 | | | | $600,000 | | | 3/1/25(4) | PSUs | | | | 4,385 | 8,771 | 17,542 | | | | $600,000 | | | 3/1/25(5) | RSUs | | | | | | | 11,613 | | | $800,000 | | Assaf Ginzburg | | Annual Cash Bonus: Management Plan | 45,103 | — | 451,403 | | | | | | | | | | 3/1/25(3) | PSUs | | | | 1,934 | 3,869 | 5,803 | | | | $300,000 | | | 3/1/25(4) | PSUs | | | | 2,193 | 4,385 | 6,578 | | | | $300,000 | | | 3/1/25(5) | RSUs | | | | | | | 5,807 | | | $400,000 | | Jessica Woelfel | | Annual Cash Bonus: Management Plan | 31,875 | — | 318,750 | | | | | | | | | | 3/1/25(3) | PSUs | | | | 1,016 | 2,031 | 2,547 | | | | $157,500 | | | 3/1/25(4) | PSUs | | | | 1,151 | 2,302 | 3,388 | | | | $157,500 | | | 3/1/25(5) | RSUs | | | | | | | 4,048 | | | $278,867 | | Ofer Ben Yosef | | Annual Cash Bonus: Management Plan | 35,680 | — | 356,800 | | | | | | | | | | 3/1/25(3) | PSUs | | | | 1,162 | 2,321 | 3,481 | | | | $180,000 | | | 3/1/25(4) | PSUs | | | | 1,316 | 2,631 | 3,947 | | | | $180,000 | | | 3/1/25(5) | RSUs | | | | | | | 3,484 | | | $240,000 | | Aron Willis | | Annual Cash Bonus: Management Plan | 22,500 | — | 168,750 | | | | | | | | | | 6/30/25 (5) | RSUs | | | | | | | 5,434 (6) | | | $450,000 |

  51. GRANTS OF PLAN-BASED AWARDS IN 2025

    (1) Represents the threshold, target (if applicable) and maximum cash payout opportunities for Fiscal 2025 under the Management Plan. Other than for Mr. Blachar, there is no target for cash payout opportunities for our NEOs. The compensation of Messrs. Blachar, Ginzburg and Ben Yosef is denominated in NIS, and the dollar amounts shown for these NEOs are converted from NIS at the applicable exchange rate. As a result, the dollar-denominated bonus amounts presented in this table may not correspond to the annualized base salary figures presented in the "Compensation Discussion and Analysis" or "Summary Compensation Table," which may reflect different conversion timing or conventions. For a further discussion of the payout opportunities, see “Compensation Discussion and Analysis—2025 Compensation Determinations—Management Plan.” (2) Represents the aggregate grant date fair value computed in accordance with Topic 718. For a summary of the assumptions made in the valuation of the awards, please see Note 14 to the Consolidated Financial Statements in our Annual Report on Form 10-K for Fiscal 2025. (3) Represents the shares of Common Stock underlying 3-year relative TSR PSUs granted to our NEOs under our 2018 ICP in 2025. We discuss these awards under the heading “Compensation Discussion and Analysis – 2025 Compensation Determinations– Equity Awards”. The amounts disclosed in the “Estimated Future Payouts Under Equity Incentive Plan Awards” columns represent the number of shares of Common Stock issuable assuming achievement of the specific threshold, target or maximum levels of performance established by the Compensation Committee for these PSUs over the performance period. (4) Represents the shares of Common Stock underlying 3-year MW PSUs granted to our NEOs under our 2018 ICP in 2025. The amounts disclosed in the “Estimated Future Payouts Under Equity Incentive Plan Awards” columns represent the number of shares of Common Stock issuable assuming achievement of the specific threshold, target or maximum levels of performance established by the Compensation Committee for these PSUs over the performance period. (5) Represents shares of our Common Stock underlying RSUs granted under our 2018 ICP in 2025. We discuss these awards under the heading “Compensation Discussion and Analysis – 2025 Compensation Determinations – Equity Awards”. Mr. Willis's RSU grant date of June 30, 2025 reflects his hire date of June 4, 2025. The following are descriptions of the material terms of the employment agreements of our NEOs, as well as other factors that may help with an understanding of the data disclosed in the Summary Compensation Table and under the heading “Grants of Plan-Based Awards” above. General Each of Mr. Blachar, our CEO, Mr. Ginzburg, our CFO, and Mr. Ben Yosef, our Executive Vice President, Business Development and Sales, is employed by Ormat Systems, one of the Company’s subsidiaries that is organized in Israel. Ms. Woelfel, our General Counsel, CCO, and Corporate Secretary, and Mr. Willis, our Executive Vice President, Electricity Segment, is employed by Ormat Technologies. Each of Mr. Blachar, Mr. Ginzburg, Mr. Ben Yosef, Ms. Woelfel, and Mr. Willis is party to an employment agreement with their employer that sets forth their respective terms of employment, which terms are generally applicable to all employees under local law, covering matters such as vacation, health, and other benefits. Doron Blachar In connection with Mr. Blachar’s appointment as CEO, Mr. Blachar entered into an amended and restated employment agreement with the Company and Ormat Systems, dated July 2, 2020 (the “Blachar Employment Agreement”). Pursuant to the Blachar Employment Agreement, Mr. Blachar is entitled to receive an initial gross monthly salary of NIS 135,000, subject to periodic increases by the Compensation Committee, which salary is linked to changes in the cost of living index in Israel. He is eligible to receive an annual cash bonus in a target amount equal to 12 monthly salaries, based on criteria established by the Company, and to receive grants of future equity awards, subject to the terms and conditions of the equity incentive plan and the award agreement. The Blachar Employment Agreement also covers matters such as the Company’s management insurance plan or pension fund (to which Ormat Systems is to contribute a percentage of Mr. Blachar’s salary), contributions by the Company to an education fund and use of a Company-leased car. In the event that within two months prior to, or 12 months following, the occurrence of a “Change of Control” (as defined in the Blachar Employment Agreement), Mr. Blachar’s employment is terminated by the Company other than for “Cause” or he resigns for “Good Reason” (each as defined in the Blachar Employment Agreement), all of his outstanding RSUs and PSUs will immediately vest, with performance-based equity awards vesting based on target level of performance. Under the Blachar Employment Agreement, either party may terminate the employment relationship upon six months’ prior written notice or, in the event of a termination for Cause, immediately. In the event Mr. Blachar’s employment is terminated by the Company without Cause, or he resigns within two months before, or 12 months following, the consummation of a Change of Control, Mr. Blachar will be entitled to an extension of his notice period from six months to 12 months. The Company may determine not to take advantage of the full notice period and may terminate Mr. Blachar’s employment at any time during such notice period. In the event of such termination, the Company will pay to Mr. Blachar his salary and other related benefits due to him during the notice period. In the event of a termination of employment other than a termination for Cause occurring prior to July 1, 2022, the Company will pay Mr. Blachar an amount equal to six times his monthly salary. In addition, in the event of a termination of Mr. Blachar’s employment other than for “Cause,” he is eligible to receive (i) an amount equal to the difference between (x) the product of his last month’s salary by the term of his employment and (y) the sums accumulated under his pension and/or management insurance on account of his severance pay, including any profits and differentials, and (ii) a pro-rata portion of his annual cash bonus based on the number of months he was actually employed at the Company in such fiscal year. The Blachar Employment Agreement provides that the post-employment restrictive covenants set forth in his initial employment agreement with the Company, dated January 6, 2013, will continue to remain in effect (“Prior Employment Agreement”). Under his Prior Employment Agreement, Mr. Blachar is subject to certain non-competition and non-solicitation provisions for a period of 12 months following his termination of employment. Assaf Ginzburg

  52. GRANTS OF PLAN-BASED AWARDS IN 2025

    In connection with his appointment as CFO, Mr. Ginzburg entered into an employment agreement with Ormat Systems, dated May 10, 2020 (the “Ginzburg Employment Agreement”). Pursuant to the Ginzburg Employment Agreement, Mr. Ginzburg is entitled to receive an initial gross monthly salary of NIS 95,000, subject to periodic increases by the Compensation Committee, which salary is linked to changes in the cost of living index in Israel, and is eligible for an annual bonus based on criteria to be established by Ormat Systems and, subject to Board approval, to participate in the Company’s equity incentive plan. The Ginzburg Employment Agreement sets forth other terms of employment, which terms are generally applicable to all of Ormat Systems’ employees, covering matters such as vacation, health and other benefits, including subject to Mr. Ginzburg’s election, coverage by Ormat Systems’ management insurance plan or pension fund, to which Ormat Systems will contribute a percentage of Mr. Ginzburg’s salary, contributions by Ormat Systems to an education fund and use of a Company-leased car. In addition, under the Ginzburg Employment Agreement, either party may terminate the employment relationship upon four months’ prior written notice or, in the event of termination for “Cause” (as defined in the Ginzburg Employment Agreement), immediately. Ormat Systems may determine not to take advantage of the full notice period and may terminate Mr. Ginzburg’s employment at any time during such notice period. In the event of such termination, Ormat Systems will pay to Mr. Ginzburg his salary and other related benefits due to him during the notice period. In addition, in the event of a termination of employment not for Cause, Mr. Ginzburg will be eligible to receive a pro-rata portion of his annual bonus for the year of termination. The Ginzburg Employment Agreement contains non-competition and non-solicitation provisions that are designed to restrict Mr. Ginzburg from the following activities for a period of 12 months following his termination of employment: (i) holding an interest (other than a minority interest in a public company) in a competitive business; (ii) engaging in activities competitive with the business; (iii) soliciting any employee of the Subsidiary and its affiliates; and (iv) soliciting any customers (the “Restrictive Covenants”). Ofer Ben Yosef Mr. Ben Yosef entered into an employment agreement with Ormat Systems in April 2020 (the “Ben Yosef Employment Agreement”), pursuant to which Mr. Ben Yosef is entitled to receive an initial gross monthly salary of NIS 85,000, subject to periodic increases by the Compensation Committee, which salary is linked to changes in the cost of living index, and is eligible for an annual bonus based on criteria to be established by Ormat Systems and, subject to Board approval, to participate in the Company’s equity incentive plan. The Ben Yosef Employment Agreement sets forth other terms of employment, which terms are generally applicable to all of Ormat Systems’ employees, covering matters such as vacation, health, and other benefits, including subject to Mr. Ben Yosef’s election, coverage by Ormat Systems’ management insurance plan or pension fund, to which Ormat Systems is to contribute a percentage of Mr. Ben Yosef’s salary, contributions by Ormat Systems to an education fund and use of a Company-leased car. In addition, under the Ben Yosef Employment Agreement, either party may terminate the employment relationship upon four months’ prior written notice or, in the event of termination for “Cause” (as defined in the Ben Yosef Employment Agreement), immediately. Ormat Systems may determine not to take advantage of the full notice period and may terminate Mr. Ben Yosef’s employment at any time during such notice period. In the event of such termination, Ormat Systems will pay to Mr. Ben Yosef his salary and other related benefits due to him during the notice period. The Ben Yosef Employment Agreement contains the Restrictive Covenants. Jessica Woelfel Ms. Woelfel entered into an employment agreement with the Company on February 1, 2023, pursuant to which Ms. Woelfel would be entitled to receive, in the event the Company terminates her employment without “Cause” (as defined in her employment agreement) and subject to the execution of a release and compliance with her restrictive covenants, four months of continued base salary, any earned but unpaid annual bonus, a prorated target annual bonus for the year of termination and eligibility for reimbursements of COBRA premiums for four months. Ms. Woelfel’s employment agreement includes 12 month post-termination non-competition and employee and customer non-solicit restrictions, as well as perpetual confidentiality and non-disparagement provisions. Aron Willis Mr. Willis entered into an employment agreement with the Company on June 4, 2025, pursuant to which Mr. Willis would be entitled to receive, in the event the Company terminates his employment without “Cause” (as defined in his employment agreement) and subject to the execution of a release and compliance with his restrictive covenants, between four and eighteen months of continued base salary, dependent on the date of termination, any earned but unpaid annual bonus, a prorated target annual bonus for the year of termination and eligibility for reimbursements of COBRA premiums for four months. Mr. Willis's employment agreement includes 12 month post-termination non-competition and employee and customer non-solicit restrictions, as well as perpetual confidentiality and non-disparagement provisions. The following table sets forth the outstanding equity awards of our NEOs as of December 31, 2025:

  53. GRANTS OF PLAN-BASED AWARDS IN 2025

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares That Have Not Vested ($)(1) | | Doron Blachar | March 1, 2022 | 7,428 | 2,475(2) | 71.15 | March 1, 2028 | — | — | — | — | | | March 1, 2022 | — | — | — | — | 805(3) | 88,928 | — | — | | | March 1, 2022 | — | — | — | — | 1,250(4) | 138,088 | — | — | | | March 21, 2023 | — | — | — | — | 4,505(5) | 497,667 | — | — | | | March 21, 2023 | — | — | — | — | — | — | 6,793(6) | 750,422 | | | March 21, 2023 | — | — | — | — | — | — | 6,786(7) | 749,649 | | | March 1, 2024 | — | — | — | — | 10,279(8) | 1,135,521 | — | — | | | March 1, 2024 | — | — | — | — | — | — | 11,798(9) | 1,303,325 | | | March 1, 2024 | — | — | — | — | — | — | 11,649(10) | 1,286,865 | | | March 1, 2025 | — | — | — | — | 11,613 | 1,282,888 | — | — | | | March 1, 2025 | — | — | — | — | — | — | 7,738(11) | 854,816 | | | March 1, 2025 | — | — | — | — | — | — | 8,771(12) | 968,932 | | Assaf Ginzburg | March 1, 2022 | 4,877(1) | 1,625(2) | 71.15 | March 1, 2028 | — | — | — | — | | | March 1, 2022 | — | — | — | — | 447(3) | 49,380 | — | — | | | March 1, 2022 | — | — | — | — | 694(4) | 76,666 | — | — | | | March 21, 2023 | — | — | — | — | 2,128(5) | 235,080 | — | — | | | March 21, 2023 | — | — | — | — | — | — | 3,208(6) | 354,388 | | | March 21, 2023 | — | — | — | — | — | — | 3,205(7) | 354,056 | | | March 1, 2024 | — | — | — | — | 3,906(8) | 431,495 | — | — | | | March 1, 2024 | — | — | — | — | — | — | 4,483(9) | 495,237 | | | March 1, 2024 | — | — | — | — | — | — | 4,427(10) | 489,051 | | | March 1, 2025 | — | — | — | — | 5,807 | 641,499 | — | — | | | March 1, 2025 | — | — | — | — | — | — | 3,869(11) | 427,408 | | | March 1, 2025 | — | — | — | — | — | — | 4,385(12) | 484,410 | | Jessica Woelfel | March 1, 2022 | — | 962(2) | 71.15 | March 1, 2028 | — | — | — | — | | | March 1, 2022 | — | — | — | — | 486(4) | 53,688 | — | — | | | March 21, 2023 | — | — | — | — | 1,126(5) | 124,389 | — | — | | | March 21, 2023 | — | — | — | — | — | — | 1,689(6) | 187,578 | | | March 21, 2023 | — | — | — | — | — | — | 1,697(7) | 187,467 | | | March 1, 2024 | — | — | — | — | 2,158(8) | 238,394 | — | — | | | March 1, 2024 | — | — | — | — | — | — | 2,478(9) | 273,745 | | | March 1, 2024 | — | — | — | — | — | — | 2,446(10) | 157,425 | | | March 1, 2025 | — | — | — | — | 4,048(8) | 451,160 | — | — | | | March 1, 2025 | — | — | — | — | — | — | 2,031(11) | 224,365 | | | March 1, 2025 | — | — | — | — | — | — | 2,302(12) | 254,302 |

  54. GRANTS OF PLAN-BASED AWARDS IN 2025

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares That Have Not Vested ($)(1) | | Ofer Ben Yosef | March 1, 2022 | — | 1,101(2) | 71.15 | March 1, 2028 | — | — | — | — | | | March 1, 2022 | — | — | — | — | 358(3) | 39,548 | — | — | | | March 1, 2022 | — | — | — | — | 555(4) | 61,311 | | | | | March 21, 2023 | — | — | — | — | 1,252(5) | 138,308 | — | — | | | March 21, 2023 | — | — | — | — | — | — | 1,887(6) | 208,457 | | | March 21, 2023 | — | — | — | — | — | — | 1,885(7) | 208,236 | | | March 1, 2024 | — | — | — | — | 2,466(8) | 272,419 | — | — | | | March 1, 2024 | — | — | — | — | — | — | 2,832(9) | 312,851 | | | March 1, 2024 | — | — | — | — | — | — | 2,796(10) | 308,874 | | | March 1, 2025 | — | — | — | — | 3,484 | 384,877 | | | | | March 1, 2025 | — | — | — | — | — | — | 2,321(11) | 256,401 | | | March 1, 2025 | — | — | — | — | — | — | 2,631(12) | 290,647 | | Aron Willis | June 30, 2025 | | | | | 5,434(8) | 600,294 | | |

  55. GRANTS OF PLAN-BASED AWARDS IN 2025

    (1) The market value is based on the closing price of our Common Stock on December 31, 2025, which was the last trading day of Fiscal 2025, of $110.47, multiplied by the number of underlying shares of Common Stock. (2) Represents SARs, 75% of which already vested and the remaining 25% of which vest on the fourth anniversary of the grant date. Each SAR represents the right to receive shares of Common Stock with a value equal to the amount by which the market value of the shares in respect of which the SAR is exercised exceeds the grant price set forth in the SAR, multiplied by the number of shares in respect of which the SAR is exercised. (3) Represents RSUs which vest 25% on each of the first, second, third and fourth anniversaries of the grant date. Each RSU represents the right to receive one share of Common Stock upon vesting. (4) Represents the 2022 PSUs, which were eligible to be earned based on the relative TSR over a three-year performance period and, to the extent earned, were vested, or will vest, 25% on each of the first, second, third and fourth anniversaries of the grant date. Such PSUs were earned in March 2025 and 75% of the PSUs earned were immediately vested. In accordance with SEC rules, the number of shares reported in this column reflects the remaining 25% of the earned PSUs, which remained subject to time-based vesting as of December 31, 2025 (and ultimately time-vested on March 1, 2026). (5) Represents RSUs which vest 25% on each of the first, second, third and fourth anniversaries of the grant date. Each RSU represents the right to receive one share of Common Stock upon vesting. (6) Represents the number of TSR PSUs that are eligible to vest, based on our relative TSR from the grant date until the third anniversary thereof. In accordance with SEC rules and based on the relative TSR from the grant date through the end of Fiscal 2025, this table shows the number of shares underlying the outstanding TSR PSU award assuming a payout at the target level. The PSUs vest 25% on each of the first, second, third and fourth anniversaries of the grant date (with the total amount ultimately vested reflecting relative TSR performance as of the third anniversary of the grant date). Each TSR PSU represents the right to receive one share of Common Stock upon vesting. (7) Represents the number of MW PSUs that are eligible to vest, based on our MW targets from the grant date until the third anniversary thereof. In accordance with SEC rules and based on the commercial operations date MW progress through the end of Fiscal 2025, this table shows the number of shares underlying the outstanding MW PSU award assuming a payout at the target level. The MW PSUs vest 25% on each of the first, second, third and fourth anniversaries of the grant date (with the total amount ultimately vested reflecting MW growth performance as of the third anniversary of the grant date). Each MW PSU represents the right to receive one share of Common Stock upon vesting. (8) Represents RSUs which vest 33.33% on each of the first and second anniversary of the grant date and 33.34% on the third anniversary of the grant date. Each RSU represents the right to receive one share of Common Stock upon vesting. (9) Represents the number of TSR PSUs that are eligible to vest, based on our relative TSR from the grant date until the third anniversary thereof. In accordance with SEC rules and based on the relative TSR from the grant date through the end of Fiscal 2027, this table shows the number of shares underlying the outstanding TSR PSU award assuming a payout at the threshold level. The PSUs vest 33.3% on each of the first, second and third anniversaries of the grant date (with the total amount ultimately vested reflecting relative TSR performance as of the third anniversary of the grant date). Each TSR PSU represents the right to receive one share of Common Stock upon vesting. Represents the number of MW PSUs that are eligible to vest, based on our MW targets from the grant date until the third anniversary thereof. In accordance with SEC rules and based on the commercial operations date MW progress through the end of Fiscal 2027, this table shows the number of shares underlying the outstanding MW PSU award assuming a payout at the target level. The MW PSUs vest 33.3% on each of the first, second and third anniversaries of the grant date (with the total amount ultimately vested reflecting MW growth performance as of the third anniversary of the grant date). Each MW PSU represents the right to receive one share of Common Stock upon vesting. NON-QUALIFIED DEFERRED COMPENSATION Represents the number of TSR PSUs that are eligible to vest, based on our relative TSR from the grant date until the third anniversary thereof. In accordance with SEC rules and based on the relative TSR from the grant date through the end of Fiscal 2028, this table shows the number of shares underlying the outstanding TSR PSU award assuming a payout at the target level. The PSUs vest 33.3% on each of the first, second and third anniversaries of the grant date (with the total amount ultimately vested reflecting relative TSR performance as of the third anniversary of the grant date). Each TSR PSU represents the right to receive one share of Common Stock upon vesting. (12) Represents the number of MW PSUs that are eligible to vest, based on our MW targets from the grant date until the third anniversary thereof. In accordance with SEC rules and based on the commercial operations date MW progress through the end of Fiscal 2028, this table shows the number of shares underlying the outstanding MW PSU award assuming a payout at the target level. The MW PSUs vest 33.3% on each of the first, second and third anniversaries of the grant date (with the total amount ultimately vested reflecting MW growth performance as of the third anniversary of the grant date). Each MW PSU represents the right to receive one share of Common Stock upon vesting.

  56. OPTION EXERCISES AND STOCK VESTED IN 2025

    OPTION EXERCISES AND STOCK VESTED IN 2025 The following table provides information regarding the exercise of SARs and vesting of RSUs held by our NEOs during the year ended December 31, 2025.

  57. OPTION EXERCISES AND STOCK VESTED IN 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(3) | | Doron Blachar | 45,365 | 1,420,378 | 12,678 | 887,586 | | Assaf Ginzburg | 25,524 | 673,068 | 6,624 | 463,610 | | Jessica Woelfel | 19,290 | 487,427 | 3,698 | 294,539 | | Ofer Ben Yosef | 24,571 | 1,137,210 | 4,209 | 258,781 | | Aron Willis | — | — | — | — |

  58. OPTION EXERCISES AND STOCK VESTED IN 2025

    (1) Represents the gross number of shares of Common Stock underlying exercised SARs. The net number of shares of Common Stock acquired by Mr. Blachar, Mr. Ginzburg, Ms. Woelfel, and Mr. Ben Yosef in connection with the exercised SARs was 14,994 shares, 7,066 shares, 4,899 shares, and 9,890 shares, respectively. (2) The value realized on exercise of Mr. Blachar's, Mr. Ginzburg's, Ms. Woelfel's, and Mr. Ben Yosef's SARs awards is based on the net number of shares received upon exercise multiplied by the difference between the closing market price of our Common Stock on the date of the exercise of the SAR award and the exercise price of the SARs. (3) Value realized on vesting is based on the fair market value of closing market price of our Common Stock at the time of vesting and includes the value of payments in lieu of fractional shares.

  59. NON-QUALIFIED DEFERRED COMPENSATION

    NON-QUALIFIED DEFERRED COMPENSATION We did not maintain a non-qualified deferred compensation plan requiring disclosure under SEC rules for any of our NEOs in Fiscal 2025. For 2025, our named executive officers were entitled to certain benefits upon a termination and/or change in control. For a discussion of the treatment of termination upon death or disability, termination with Cause (defined in the applicable underlying documents) and voluntary termination, which are governed by the NEOs' employment agreements and equity award agreements and the Company's Management Plan, see "Executive Compensation Tables - Employment Agreements." The Company maintains a Change in Control Severance Plan (the "Severance Plan") that governs terminations in connection with a change in control. Pursuant to the Severance Plan, in the event that certain management employees’, including the NEOs (the “Eligible Participants”), employment is terminated by the Company without Cause or an Eligible Participant resigns for Good Reason, in each case, within three months prior to and 24 months following a Change in Control, other than due to death or Disability (all as defined in the Severance Plan) and subject to the effectiveness of a release and continued compliance with restrictive covenants, the Eligible Participant is entitled to the following: (i) cash severance payable in a lump sum equal to 200% or 150% (depending on if the Eligible Participant is designated as tier 1 or 2, respectively) of the sum of his/her base salary and target bonus; (ii) payment of a prorated target bonus in respect of the year of termination payable in a lump sum; (iii) for U.S. participants, eligibility for monthly reimbursements of COBRA premiums for 18 months; and (iv) accelerated vesting of all equity awards that were outstanding as of the Change in Control, with any performance-vesting awards to be deemed vested at actual level of performance determined at the time of such termination (or target level if actual performance cannot reasonably be determined). The Severance Plan supersedes the severance provisions in connection with a Change in Control previously applicable to the NEOs described above who have chosen to participate. The severance benefits discussed in this section are in lieu of any other severance benefits to which the participant may be entitled in connection with a Change in Control, except for certain statutory severance entitlements under Israeli law. As a condition of participation, Eligible Participants must execute and comply with restrictive covenants, which generally provide for post-termination non-competition and employee and customer non-solicit restrictions for periods of 12 or 18 months for tiers 1 and 2 respectively, as well as perpetual confidentiality and non-disparagement provisions. Mr. Blachar is designated as Tier 1 and all of our other NEOs are designated as Tier 2, and each have elected to participate in the Severance Plan. You should refer to the Severance Plan, filed as an exhibit to the Company’s Annual Report on Form 10-K for Fiscal 2025, for the actual definitions. Required Tabular Disclosure for Potential Payments as of December 31, 2025 As required by SEC rules, this section reflects the amount of compensation that would have been payable to each of our NEOs in the event of termination of such executive’s employment, assuming the termination occurred effective as of December 31, 2025. The following table presents potential payouts to our NEOs at year-end upon termination of employment in the circumstances indicated pursuant to the terms of applicable plans and agreements. The payouts set forth below assume the triggering event indicated occurred on December 31, 2025, when the closing price of our Common Stock was $110.47 per share as of December 31, 2025. These payouts are calculated for SEC disclosure purposes and are not necessarily indicative of the actual amounts the named executive would receive. In addition to the amounts reported below, our Israel-based NEOs are entitled to continued health, social and other benefits provided by law in connection with a termination of employment by the Company without cause.

  60. NON-QUALIFIED DEFERRED COMPENSATION

    | Name and Principal Position | Death or Disability(1) ($) | Termination of Employment by the Company without Cause(2) ($) | Voluntary Termination of Employment by Employee(3) ($) | Termination in Connection with a Change in Control(4) ($) | | Doron Blachar | | | | | | Accelerated vesting of equity awards | 9,201,267 | — | — | 9,201,267 | | Cash Payments | 816,000 | 1,109,052 | 816,000 | 3,620,206 | | Assaf Ginzburg | | | | | | Accelerated vesting of equity awards | 4,038,673 | — | — | 4,038,673 | | Cash Payments | 413,000 | 590,667 | 413,000 | 1,832,000 | | Jessica Woelfel | | | | | | Accelerated vesting of equity awards | 2,261,321 | — | — | 2,261,321 | | Cash Payments | 303,000 | 464,077 | 303,000 | 1,482,347 | | Ofer Ben Yosef | | | | | | Accelerated vesting of equity awards | 2,481,929 | — | — | 2,481,929 | | Cash Payments | 302,000 | 442,333 | 302,000 | 1,386,500 | | Aron Willis | | | | | | Accelerated vesting of equity awards | 600,404 | — | — | 600,404 | | Cash Payments | 136,000 | 155,410 | 136,000 | 1,102,347 |

  61. NON-QUALIFIED DEFERRED COMPENSATION

    (1) Upon the death of an NEO, such NEO will be entitled to accelerated vesting of certain equity awards, which include the value of all RSUs and PSUs outstanding at December 31, 2025, with target performance assumed for PSUs, in accordance with the terms of the award agreements. The cash payments amounts include the Fiscal 2025 annual bonuses for each of the NEOs made pursuant to the Company’s Management Plan, which provides that if a participant’s employment terminates as a result of death or disability, the participant’s beneficiary will be entitled to receive a pro rata portion of any award he or she would have been entitled to upon the determination of the level of achievement of the performance measures after the approval of the Company’s annual financial statements. (2) The cash payments include (i) continued monthly salary for each of the NEOs during the notice provision (in the case of Ms. Woelfel, her entitlement to salary continuation) included in their employment agreements in the event of a termination of employment on December 31, 2025, which is six months for Mr. Blachar and four months for each of Mr. Ginzburg, Mr. Ben Yosef and Ms. Woelfel, (ii) the Fiscal 2025 annual bonuses for each of the NEOs made pursuant to the Company’s Management Plan, which provides that if a participant is terminated without cause, he or she will be entitled to receive a pro rata portion of any award he or she would have been entitled to upon the determination of the level of achievement of the performance measures after the approval of the Company’s annual financial statements, and (iii) and for Ms. Woelfel and Mr. Willis, the estimated value of four months of COBRA reimbursements. (3) We have entered into “Section 14 arrangements,” contained in the employment agreements of each of our NEOs based in Israel, pursuant to which we make monthly contributions to fund any severance payments that are required under Israeli law. Without these arrangements, the NEOs would be entitled to receive severance payments only in the event their employment was terminated by the Company. The effect of the Section 14 arrangements is that the NEOs based in Israel will receive the severance payments in the event they terminate their employment with the Company for any reason; however, the amount the NEOs would receive under the Section 14 arrangements is not able to be determined. The cash payments amounts included in this column represent the severance payments to the NEOs pursuant to the Fiscal 2025 annual bonuses for each of the NEOs made pursuant to the Company’s Management Plan, which provides that if a participant’s employment is terminated for any reason, other than by the Company for cause, he or she will be entitled to receive a pro rata portion of any award he or she would have been entitled to upon the determination of the level of achievement of the performance measures after the approval of the Company’s annual financial statements, and will be increased for the NEOs based in Israel based on the amount they would receive under the Section 14 arrangements. Reflects the benefits that would have been to our NEOs pursuant to the Severance Plan described above in the event of a termination on December 31, 2025 as follows: (i) cash severance payable in a lump sum equal to 200% (for Mr. Blachar) and 150% (for the other NEOs) of the sum of the NEO’s base salary and target bonus (for purposes of this table, estimated to equal the annual bonus actually paid for the 2025 fiscal year); (ii) target bonus for fiscal 2025 (for purposes of this table, estimated to equal the annual bonus actually paid for the2025 fiscal year); (iii) for Ms. Woelfel and Mr. Willis, the estimated value of 18 months of COBRA reimbursements; and (iv) the value of all unvested equity awards outstanding as of December 31, 2025, with any performance-criteria calculated at target level.

  62. PAY RATIO

    PAY RATIO

  63. CEO PAY RATIO

    CEO PAY RATIO Our CEO, Doron Blachar, had Fiscal 2025 total compensation of $3,618,005 as reflected in the Summary Compensation Table included above. We estimate that the median of the annual total compensation of Ormat employees for the year ended December 31, 2025 was $118,418. For purposes of this calculation, our global employee population consisted of 769 U.S. and 804 non-U.S. employees on December 31, 2025. As a result, Mr. Blachar’s annual total compensation was approximately 31 times that of the median annual total compensation of all employees.

  64. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE Pursuant to Item 402(v) of Regulation S-K, we are providing the following information about the relationship between (i) executive “compensation actually paid” to the Company’s chief executive officer and other named executive officers and (ii) certain aspects of the financial performance of the Company. The Compensation Committee does not in practice use “compensation actually paid” as the basis for making compensation decisions. For further information concerning our compensation philosophy and how we align executive compensation with our performance, see “Compensation Discussion and Analysis.” The below disclosure is provided only to comply with applicable SEC rules.

  65. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE

  66. PAY VERSUS PERFORMANCE TABLE

    | | | | | | Value of Initial Fixed $100 Investment Based On(4) | | | | | Year(1) | Summary Compensation Table Total for PEO (2) ($) | Compensation Actually Paid to PEO (3) ($) | Average Summary Compensation Table Total for Other NEOs(1) ($) | Average Compensation Actually Paid to Other NEOs(3) ($) | Total Shareholder Return ($) | Peer Group Total Shareholder Return(5) ($) | Net Income ($000) | Adjusted EBITDA(6) ($000) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 3,618,005 | 8,906,434 | 1,370,482 | 2,686,373 | 148.20 | 89.50 | 126,990 | 581,985 | | 2024 | 3,820,182 | 3,072,297 | 1,437,391 | 1,195,493 | 90.9 | 58.7 | 131,241 | 550,455 | | 2023 | 3,058,576 | 2,152,769 | 1,262,912 | 932,504 | 101.70 | 87.10 | 133,137 | 481,741 | | 2022 | 2,057,159 | 2,830,554 | 1,134,725 | 1,453,939 | 116.05 | 111.98 | 77,795 | 435,463 | | 2021 | 1,074,687 | 197,417 | 563,282 | 194,105 | 106.41 | 208.65 | 76,077 | 401,444 |

  67. PAY VERSUS PERFORMANCE TABLE

    (1) Mr. Doron Blachar has served as our Principal Executive Officer (“PEO”) for each of 2025, 2024, 2023, 2022 and 2021. Our other NEOs for the applicable fiscal years are labeled as “Other NEOs” and are as follows: • 2025: Assaf Ginzburg, Ofer Ben Yosef, Jessica Woelfel, and Aron Willis. • 2024: Assaf Ginzburg, Shimon Hatzir, Ofer Ben Yosef and Jessica Woelfel. • 2023: Assaf Ginzburg, Shimon Hatzir, Ofer Ben Yosef and Jessica Woelfel. • 2022: Assaf Ginzburg, Shlomi Argas, Shimon Hatzir and Ofer Ben Yosef. • 2021: Assaf Ginzburg, Shlomi Argas, Shimon Hatzir and Ofer Ben Yosef. (2) Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table (“SCT”) for the applicable year for Mr. Blachar and (ii) the average of the total compensation reported in the SCT for the applicable year for our Other NEOs. Amounts reported in these columns represent the amount of “Compensation Actually Paid” (“CAP”) as computed in accordance with Item 402(v) of Regulation S‑K. A reconciliation of the adjustments for PEOs and for the average of the Other NEOs is set forth in the following table. The CAP amounts do not reflect the actual amount of compensation earned by or paid to the PEOs or Other NEOs in the applicable year. In accordance with the requirements of Item 402(v) of Regulation S‑K, the following adjustments were made to each applicable executive officer’s total compensation reported in the SCT for each year to determine the CAP:

  68. PAY VERSUS PERFORMANCE I

    PAY VERSUS PERFORMANCE I PAY VERSUS PERFORMANCE TABLE

  69. PAY VERSUS PERFORMANCE I

    | | 2025 | | 2024 | | 2023 | | 2022 | | 2021 | | | | PEO | Average Other | PEO | Average Other NEOs | PEO | Average Other NEOs | PEO | Average Other NEOs | PEO | Average Other NEOs | | Summary Compensation Table Total | $3,618,005 | $1,370,482 | $3,820,182 | $1,437,391 | $3,058,576 | $1,262,912 | $2,057,159 | $1,134,725 | $1,074,687 | $563,282 | | Less Fair Value of Stock Awards and Option Awards Reported in SCT for the Covered Year | (2,000,000) | (643,750) | (2,500,000) | (706,250) | (1,800,000) | (625,000) | (900,000) | (468,750) | — | — | | Plus Year End Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Covered Year | 3,447,998 | 1,064,906 | 2,134,534 | 602,991 | 1,542,619 | 535,630 | 1,286,723 | 661,194 | — | — | | Plus Year over Year Change in Fair Value as of the Last Day of the Covered Year of Outstanding and Unvested Equity Awards Granted in Prior Years | 3,726,141 | 856,058 | (217,300) | (96,001) | (470,447) | (197,457) | 319,048 | 136,611 | (658,791) | (310,336) | | Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Same Covered Year | — | — | — | — | — | — | — | — | — | — | | Plus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Covered Year | 114,290 | 38,677 | (165,119) | (42,637) | (177,979) | (43,582) | 67,624 | (9,840) | (218,479) | (58,841) | | Less Fair Value at the End of the Prior Year of Equity Awards that Were Forfeited Due to Failure to Meet Vesting Conditions in the Covered Year | — | — | — | — | — | — | — | — | — | — | | Plus Value of Dividends or other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation for the Covered Year | — | — | — | — | — | — | — | — | — | — | | Compensation Actually Paid | 8,906,434 | 2,686,373 | 3,072,297 | 1,195,493 | 2,152,769 | 932,504 | 2,830,554 | 1,453,939 | 197,417 | 194,105 |

  70. PAY VERSUS PERFORMANCE I

    In the table above, the unvested equity values are computed in accordance with the methodology used for financial reporting purposes, and for unvested awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the covered year.

  71. I PAY VERSUS PERFORMANCE

    I PAY VERSUS PERFORMANCE TSR is cumulative for the measurement periods beginning on December 31, 2020 and ending on December 31 of each of 2025, 2024, 2023, 2022, and 2021, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The TSR assume $100 was invested at the close of market on December 31, 2020 in our Common Stock, and assumes the reinvestment of any dividends. (5) “Peer Group” represents the PBW - Invesco WilderHill Clean Energy ETF. The Peer Group TSR assumes $100 was invested at the close of market on December 31, 2020 in the stocks of the companies included in the PBW - Invesco WilderHill Clean Energy ETF, and assumes the reinvestment of any dividends. (6) Adjusted EBITDA is defined as net income before interest, taxes, depreciation and amortization and accretion, adjusted for the following: (i) mark-to-market gains or losses from accounting for derivatives; (ii) stock-based compensation; (iii) merger and acquisition transaction costs; (iv) allowance for bad debts; (v) cost related to settlement agreements; (vi) impairment of long-lived assets; and (vii) write-off of unsuccessful exploration activities.

  72. PAY VERSUS PERFORMANCE I

    PAY VERSUS PERFORMANCE I Relationship Between CAP and Adjusted EBITDA (our Company-Selected Measure) As required by SEC rules, the graph below reflects the relationship between (i) the CAP of the PEO and average CAP of the Other NEOs and (ii) our Adjusted EBITDA for each of the fiscal years covered by the Pay Versus Performance Table.