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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM
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(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED
or
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO
Commission file number 1-3701
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THE INVESTMENT AND EMPLOYEE STOCK
OWNERSHIP PLAN OF
AVISTA CORPORATION
(Full Title of the Plan)
1411 East Mission Avenue
Spokane, Washington 99202-2600
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office)
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THE INVESTMENT AND EMPLOYEE STOCK OWNERSHIP PLAN
OF AVISTA CORPORATION
FINANCIAL STATEMENTS AND
SUPPLEMENTAL INFORMATION
YEARS ENDED DECEMBER 31, 2025 AND 2024
2
TABLE OF CONTENTS
4 |
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Financial Statements |
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5 |
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6 |
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7 |
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Supplemental Information (Attachment to Form 5500) |
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Schedule H, Line 4i -- Schedule of Assets (Held at End of Year) |
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3
Report of Independent Registered Public Accounting Firm
The Compensation and Organization Committee and
Benefit Plans Administration Committee and participants of
The Investment and Employee Stock Ownership Plan
of Avista Corporation
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of The Investment and Employee Stock Ownership Plan of Avista Corporation (the “Plan”) as of December 31, 2025 and 2024, the related statements of changes in net assets available for benefits for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2025 and 2024, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Opinion on the Supplemental Information
The supplemental information included in Schedule H, line 4(i) – schedule of assets (held at end of year) as of December 31, 2025, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Baker Tilly US, LLP
Spokane, Washington
June 25, 2026
We have served as the Plan’s auditor since 2023.
4
THE INVESTMENT AND EMPLOYEE STOCK OWNERSHIP PLAN
OF AVISTA CORPORATION
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2025 AND 2024
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2025 |
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2024 |
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Assets: |
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Investments (at Fair Value): |
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Avista Corp. Company Stock Fund |
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$ |
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$ |
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Self-Directed Securities |
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Collective Trust |
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Mutual Funds |
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Total Investments (at Fair Value) |
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Receivables: |
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Employer Contributions |
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Notes Receivable from Participants |
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Total Receivables |
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Net Assets Available for Benefits |
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$ |
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$ |
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See accompanying Notes to Financial Statements.
5
THE INVESTMENT AND EMPLOYEE STOCK OWNERSHIP PLAN
OF AVISTA CORPORATION
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 2025 AND 2024
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2025 |
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2024 |
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Investment Income: |
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Interest and Dividend Income |
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$ |
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$ |
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Net Appreciation in Fair Value of Investments |
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Total Investment Income |
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Interest Income on Notes Receivable from Participants |
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Contributions: |
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Employee |
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Employer |
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Rollover |
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Total Contributions |
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Deductions: |
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Benefits Paid to Participants |
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Administrative Expenses |
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Total Deductions |
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Net Increase |
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Net Assets Available for Benefits |
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Beginning of Year |
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End of Year |
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$ |
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$ |
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See accompanying Notes to Financial Statements.
6
NOTE 1. DESCRIPTION OF THE PLAN
The following description of The Investment and Employee Stock Ownership Plan of Avista Corporation (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
General
Effective January 1, 1984, Avista Corporation (Corporation, Company or Avista) established an Employee Investment Plan under Section 401(k) of the Internal Revenue Code (IRC). The Plan, which was restated effective January 1, 2016, and most recently amended effective December 16, 2024, is a defined contribution plan which is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA) and all statutory revisions thereto. The purpose of the Plan, in which participation is voluntary, is to encourage employees to systematically save a portion of their compensation and to supplement their savings with contributions from Avista. All employees of Avista are eligible to participate in the Plan after their first pay period following employment. Students, leased employees, and collectively bargained employees (other than collectively bargained employees whose employment is subject to the terms of a collective bargaining agreement which provides for participation in the Plan) are ineligible to participate in the Plan.
Contributions
Plan participants may make contributions during any payroll period for which they receive earnings as eligible employees in an amount at least equal to
Plan participants hired prior to April 1, 2022 are automatically enrolled in the Plan upon eligibility at a
Plan participants hired on or after April 1, 2022 are automatically enrolled in the Plan upon eligibility at a
Participants can opt out of the Plan at any time. Participants can change their deferral rate at any time.
Plan participants may transfer balances from other qualified defined benefit or defined contribution plans, and certain eligible retirement plans and accounts to the Plan.
Avista has an obligation to the trust fund for an amount equal to a percentage of employee contributions determined by the hire date of the employee.
All non-collectively bargained employees and Local
All non-collectively bargained employees and Local
7
Further, all non-collectively bargained employees hired on or after January 1, 2014, Local
Age |
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Contribution as a Percentage of Eligible Pay |
Younger than 40 |
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40-49 |
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50 or Older |
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Local
The Company matching contributions are made in the form of cash that is invested as directed by participants from among the investment options offered under the Plan.
Any employees who transfer or have transferred from a Local
Participant Accounts
Each participant’s account is credited with the participant’s contribution and allocations of (a) the Company’s contribution and (b) Plan earnings or losses, and charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Vesting
Notes Receivable from Participants
Participants may borrow from their fund accounts a minimum of $
Payment of Benefits
Distributions to participants are permitted for termination, retirement, death, disability, or financial hardship. A participant with a financial hardship which imposes an immediate and heavy financial need that cannot be reasonably met by other sources may withdraw a portion of their account balance subject to provisions of the Plan. Distributions due to termination shall commence as soon as administratively feasible following the date a participant terminates employment. Distributions may be made in a lump sum, partial lump sum, equal annual installments over a period not to exceed
8
Forfeited Accounts
At December 31, 2025 and 2024, forfeited non-vested accounts totaled $
Voting Rights
Each participant is entitled to exercise voting rights attributable to the shares allocated to their account and is notified by the Trustee prior to the time such rights are to be exercised. The Trustee will vote any shares on which such instructions have not been received, as well as unallocated shares, proportionately in the same manner as Avista Corporation Common Stock for which the Trustee received voting instructions, unless the Trustee determines that to do so would not be consistent with ERISA or a voting participant elects not to have their vote be used in this manner, in which case the Trustee will vote the non-voted or unallocated Avista Corporation Common Stock in a manner consistent with ERISA. Fractional shares will be combined to the largest number of whole shares and voted by the Trustee to the extent possible to reflect the voting direction of whole shares by the participants holding fractional shares.
Diversification
Diversification is offered to participants to provide the opportunity to move the value of their investment in the Avista Corporation Common Stock into investments which are more diversified. Participants are entitled to make an election to diversify up to 100% of the value of the Avista Corporation Common Stock held in their Employee Stock Ownership Plan (ESOP) account.
Employee Stock Ownership Plan (ESOP)
Effective January 1, 2006, the Avista Corporation Company Stock Fund was designated an ESOP. Employer and employee contributions into Avista Corporation Common Stock are classified as ESOP contributions.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accounting records of the Plan are maintained on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
The Plan’s investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Plan’s Benefit Plan Administration Committee determines the Plan’s valuation policies utilizing information provided by the investment advisors and custodian. See Note 3 for discussion of fair value measurements.
Purchases and sales are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation and depreciation includes the Plan’s realized gains and losses and the unrealized appreciation and depreciation of investments.
Benefit Payments
Benefits are recorded when paid.
9
Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. Related fees are recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses was recorded as of December 31, 2025 or 2024. If a participant ceases to make note repayments and the Plan administrator deems the participant note to be in default, the participant note balance is reduced and a benefit payment is recorded based on the terms of the Plan document.
Administrative Expenses
The Plan’s expenses are paid either by the Plan or the Company, as provided by the Plan document. Expenses paid by the Company are excluded from these financial statements. Certain expenses incurred in connection with the general administration of the Plan paid by the Plan are recorded as deductions in the accompanying statements of changes in net assets available for benefits. Fees related to the administration of notes receivable from participants and benefit payments are charged directly to the participant’s account and are included in administrative expense.
Subsequent Events
On August 12, 2025, the Plan amended provisions to allow for Roth in-plan conversions, traditional after-tax contributions, and Qualified Disaster Recovery Distributions, effective January 1, 2026.
Other than the amendment disclosed above, the plan administrator evaluated events and transactions occurring after the date of the statement of net assets through the date the financial statements were issued, and noted no events subject to recognition or disclosure.
NOTE 3. FAIR VALUE OF INVESTMENTS
The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described as follows:
Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets the Plan can access.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, such as:
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The asset's or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs.
10
Following is a description of the valuation methodologies used for assets measured at fair value. There were no changes in the valuation methodologies used at December 31, 2025 and 2024.
Mutual Funds: Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-end mutual funds registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value (NAV) and to transact at that price. The mutual funds held by the Plan are actively traded.
Collective Trust: Valued at the NAV of units of a collective trust. NAV is a readily-determinable fair value and is the price which participants are able to transact under the terms of the Plan. Participant transactions (purchases and sales) may occur daily. If the Plan initiates a full redemption of the collective trust, the issuer reserves the right to temporarily delay withdrawal from the trust in order to ensure securities liquidations will be carried out in an orderly business manner.
Common Stock: Valued at the closing price reported on the active market on which the individual securities are traded.
Avista Corporation Company Stock Fund: Includes shares of Avista Corporation and cash, and is reported based on unitized value.
Self-Directed Securities: Self-Directed Securities consist of mutual funds and common stocks and interest bearing cash that are valued on the basis of readily determinable market prices.
The following tables set forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31:
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2025 |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Avista Corp. Company Stock Fund |
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$ |
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$ |
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$ |
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$ |
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Self-Directed Securities |
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Mutual Funds |
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Collective Trust |
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Total Investments at Fair Value |
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$ |
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$ |
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$ |
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$ |
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2024 |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Avista Corp. Company Stock Fund |
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$ |
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$ |
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$ |
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$ |
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Self-Directed Securities |
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Mutual Funds |
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Collective Trust |
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Total Investments at Fair Value |
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$ |
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$ |
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$ |
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$ |
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NOTE 4. INVESTMENTS
Participants of the Plan can invest in the Avista Corporation Company Stock Fund (Stock Fund). NAV is based on the fair value of the underlying Avista Corporation common stock and money market fund owned by the Stock Fund and then divided by the number of units outstanding. The Stock Fund consists of Avista Corporation common stock and Northern Trust Money Market Fund. The money market fund and common stock are valued as described in the previous paragraphs. At December 31, 2025, the Stock Fund held $
Plan investments in the Stock Fund represented
11
NOTE 5. RISKS AND UNCERTAINTIES
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of the investment securities will occur in the near term and such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.
NOTE 6. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, the participants would become
NOTE 7. PLAN TAX STATUS
The Plan relies on an
Accounting principles generally accepted in the United States of America require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan, and concluded that as of December 31, 2025, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
NOTE 8. PARTY-IN-INTEREST TRANSACTIONS
The Plan investments are managed by Vanguard Fiduciary Trust Company (Vanguard). Vanguard is the Trustee as defined by the Plan, and therefore, the investment transactions qualify as party-in-interest transactions. SageView is the investment advisor for the Plan, and fees paid for investment advisory services qualify as party-in-interest transactions. Dividends received from Avista Corporation common stock totaled $
12
THE INVESTMENT AND EMPLOYEE STOCK OWNERSHIP PLAN
OF AVISTA CORPORATION
E.I.N.
SCHEDULE H, LINE 4i -- SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2025
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(e) |
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Current |
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Identity of Issue |
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Description of Investment |
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Cost** |
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Value |
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Common Stock: |
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Self-Directed Securities: |
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Mutual Funds: |
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Collective Trust: |
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Participant Loans |
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Interest Rates |
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Loan Fund |
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— |
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$ |
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* Designates party-in-interest.
** Cost omitted for participant-directed investments.
13
14
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
THE INVESTMENT AND EMPLOYEE STOCK OWNERSHIP PLAN OF AVISTA CORPORATION |
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By: |
/s/ Kevin Christie |
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Name: |
Kevin Christie |
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Title: |
Senior Vice President, Chief Financial Officer, Treasurer & Regulatory Affairs Officer |
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Date: |
June 25, 2026 |
15