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ORMAT TECHNOLOGIES, INC. Director's Dealing 2025

Mar 5, 2025

6968_rns_2025-03-05_6f1666cb-3a3d-4cb6-9e71-ff2afed42d34.pdf

Director's Dealing

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL

OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

Common Stock 03/01/2025 M(1)(4) 3,750 A \$0 33,167 D
Common Stock 03/01/2025 M(1)(3) 5,135 A \$0 29,417 D
Common Stock 03/01/2025 M(1)(2) 805 A \$0 24,282 D
Code V Amount (A)
or
(D)
Price Reported
Transaction(s)
(Instr. 3 and 4)
Indirect (I)
(Instr. 4)
(Instr. 4)
1. Title of Security (Instr. 3) Table I -
2. Transaction Date
(Month/Day/Year)
Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
2A. Deemed
Execution Date, if
any
(Month/Day/Year)
3.
Transaction
Code (Instr.
8)
4. Securities Acquired
(A) or Disposed Of (D)
(Instr. 3, 4 and 5)
5. Amount of
Securities
Beneficially
Owned Following
6.
Ownership
Form:
Direct (D) or
7. Nature of
Indirect
Beneficial
Ownership
(City) (State) (Zip) Rule 10b5-1(c) Transaction Indication
Check this box to indicate that a transaction was made
pursuant to a contract, instruction or written plan that is
intended to satisfy the affirmative defense conditions of Rule
10b5-1(c). See Instruction 10.
(Street)
RENO
NV 89511 4. If Amendment, Date of Original Filed (Month/Day/Year) X 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
Form filed by More than One Reporting Person
(Last) (First)
C/O ORMAT TECHNOLOGIES, INC.
6884 SIERRA CENTER PARKWAY
(Middle) 03/01/2025 X Officer (give title
below)
Chief Executive Officer
Other (specify
below)
1. Name and Address of Reporting Person*
Blachar
Doron
2. Issuer Name
and
Ticker or Trading Symbol
ORMAT TECHNOLOGIES, INC.
[
ORA
]
3. Date of Earliest Transaction (Month/Day/Year)
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director
10% Owner
Table II - (e.g., puts, calls, warrants, options, convertible securities) Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of
Derivative
Security (Instr.
3)
2.
Conversio
n or
Exercise
Price of
Derivative
3. Transaction
Date
(Month/Day/Yea
r)
3A. Deemed
Execution Date,
if any
(Month/Day/Yea
r)
4.
Transacti
on Code
(Instr. 8)
5. Number of
Derivative
Securities
Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5)
6. Date
Exercisable and
Expiration Date
(Month/Day/Yea
r)
7. Title and Amount
of Securities
Underlying Derivative
Security (Instr. 3 and
4)
8.
Price
of
Derivat
ive
Securit
9.
Number
of
derivative
Securities
Beneficial
10.
Ownershi
p Form:
Direct (D)
or Indirect
(I) (Instr.
11. Nature
of Indirect
Beneficial
Ownershi
p (Instr. 4)
Security Code V (A) (D) Date
Exercis
able
Expiratio
n Date
Title Amount
or
Number
of Shares
y
(Instr.
5)
ly Owned
Following
Reported
Transacti
on(s)
(Instr. 4)
4)
Restricted Stock
Units
(1)(2) 3/1/2025 M 805 (2) (2) Common
Stock
805 \$0 804 D
Restricted Stock
Units
(1)(3) 3/1/2025 M 5,135 (3) (3) Common
Stock
5,135 \$0 10,284 D
Performance
Based Units
(4)(5) 3/1/2025 M 5,974 (4) (4) Common
Stock
5,974 \$0 0 D
Restricted Stock
Units
(1)(5) 3/1/2025 M 1,250 (5) (5) Common
Stock
1,250 \$0 1,250 D
Restricted Stock
Units
(6) 3/1/2025 A 11,613 (6) (6) Common
Stock
11,613 \$0 11,613 D

Explanation of Responses:

  1. Each Restricted Stock Unit ("RSU") represents the right to receive one share of ORA common stock upon vesting.

  2. This portion of RSUs vested on March 1, 2025, being the third anniversary of the grant date. These RSUs were granted on March 1, 2022 and vest 25% on each of the first, second, third and fourth anniversaries of the grant date.

  3. This portion of RSUs vested on March 1, 2025, being the first anniversary of the date of grant. These RSUs were granted on March 1, 2024 and vest 33% on the second anniversary of the grant date and 67% on the third anniversary of the grant date.

  4. On March 1, 2022, the reporting person was granted performance stock units (with a target amount of 5,974), each of which represents the right to receive one share of ORA common stock upon vesting (the "PSUs"). Pursuant to their terms, the PSUs are not deemed vested until they are both performance-vested and time-vested. The PSUs performance vest on the third anniversary of the grant date, in an amount (between 0% and 150% of target) based on the issuer's achievement of relative total stockholder return from the grant date until such third anniversary, and time vest 25% on each of the first, second, third and fourth anniversaries of the grant date, based on the reporting person's continued service.

  5. On March 1, 2025, the third anniversary of the grant date of the PSUs, 100% of the PSUs performance vested in the following amount based on the issuer's achievement of relative total stockholder return during the three-year performance period: 5,000. 75% of such PSUs were immediately paid out, as they were time-vested based on the reporting person's continued service since the grant date. The remaining 25% of such PSUs remain subject to time-vesting through the fourth anniversary of the grant date, and were thus represented as RSUs.

  6. In addition, the reporting person was granted 11,613 time-vesting RSUs on March 1, 2025. 33.3% on these time-vesting RSUs vest on the first and second anniversary of the grant date and 33.34% on the third anniversary of the grant date.

Remarks:

/s/ Jessica Woelfel, as attorney-in-fact 03/4/2025
** Signature of Reporting Person Date