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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)
(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
(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
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.
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
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)
11. Nature
of Indirect
Beneficial
Ownershi
p (Instr. 4)
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:

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