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ORMAT TECHNOLOGIES, INC. — Director's Dealing 2025
Mar 5, 2025
6968_rns_2025-03-05_cd08ea8b-fbb3-42b0-b2ff-7e9be0495b61.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
| 1. Name and Address of Reporting Person* Ben Yosef Ofer |
2. Issuer Name and Ticker or Trading Symbol ORMAT TECHNOLOGIES, INC. [ ORA ] |
5. Relationship of Reporting Person(s) to Issuer (Check all applicable) |
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| (Last) C/O ORMAT TECHNOLOGIES, INC. 6884 SIERRA CENTER PARKWAY |
(First) | (Middle) | 3. Date of Earliest Transaction (Month/Day/Year) 03/01/2025 |
Director 10% Owner Officer (give title Other (specify X below) below) Executive Vice President – Energy Storage and Business Development |
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| (Street) RENO NV 89511 (City) (State) (Zip) |
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person |
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| 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. |
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| 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 |
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| Code | V | Amount | (A) or (D) |
Price | Reported Transaction(s) (Instr. 3 and 4) |
Indirect (I) (Instr. 4) |
(Instr. 4) | |||||||
| Common Stock | 03/01/2025 | M(1)(2) | 358 | A | \$0 | 6,643 | D | |||||||
| Common Stock | 03/01/2025 | M(1)(3) | 1,233 | A | \$0 | 7,876 | D | |||||||
| Common Stock | 03/01/2025 | M(1)(4) | 1,667 | A | \$0 | 9,543 | D |
| 1. Title of 2. 3. Transaction 3A. Deemed 4. 5. Number of 6. Date 7. Title and Amount 8. 9. 10. Derivative Conversio Date Execution Date, Transacti Derivative Exercisable and of Securities Price Number Ownershi Security (Instr. n or (Month/Day/Yea if any on Code Securities Expiration Date Underlying Derivative of of p Form: 3) Exercise r) (Month/Day/Yea (Instr. 8) Acquired (A) or (Month/Day/Yea Security (Instr. 3 and Derivat derivative Direct (D) Price of r) Disposed of (D) r) 4) ive Securities or Indirect Derivative (Instr. 3, 4 and 5) Securit Beneficial (I) (Instr. Security y ly Owned 4) (Instr. Following 5) Reported Transacti on(s) (Instr. 4) Amount Date or Exercis Expiratio Number Code V (A) (D) able n Date Title of Shares Restricted Stock Common (1)(2) (2) (2) M 358 358 \$0 357 D Units 03/01/2025 Stock Restricted Stock Common (1)(3) (3) (3) M 1,233 1,233 \$0 2,467 D Units 03/01/2025 Stock Performance Common (4)(5) (4) (4) M 2,655 2,655 \$0 0 D Based Units 03/01/2025 Stock Restricted Stock 03/01/2025 Common (1)(5) (5) (5) M 555 555 \$0 555 D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) |
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| 11. Nature of Indirect Beneficial Ownershi p (Instr. 4) |
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| Units | Stock | |||||||||||||
| Restricted Stock Common (6) (6) (6) A 3,484 3,484 \$0 3,484 D Units 03/01/2025 Stock |
Explanation of Responses:
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- Each Restricted Stock Unit ("RSU") represents the right to receive one share of ORA common stock upon vesting.
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- 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.
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- 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 25% on each of the first, second, third and fourth anniversaries of the grant date.
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- On March 1, 2022, the reporting person was granted performance stock units (with a target amount of 2,655), 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.
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- 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: 2,222. 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.
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- In addition, the reporting person was granted 3,484 time-vesting RSUs on March 1, 2025. 33.3% of 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 |
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| ** Signature of Reporting Person | Date |
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