PCG 8-K Current Reports

PG&E 8-K Report, Financial Results (Oct 22, 2026)

PG&E Corporation and Pacific Gas and Electric Company furnished an 8-K on October 22, 2026, reporting third-quarter 2026 results and attaching a press release (Exhibit 99.1) and an earnings slide presentation (Exhibit 99.2). GAAP income available for common shareholders was $749 million, or $0.34 per diluted share, for the third quarter of 2026, compared with $823 million, or $0.37 per share, a year earlier. Non-GAAP core earnings were $928 million, or $0.41 per diluted share, versus $1,142 million, or $0.50 per share, in the third quarter of 2025. For the first nine months of 2026, GAAP EPS was $1.06 and non-GAAP core EPS was $1.24, compared with $0.89 and $1.14 a year earlier. The company reaffirmed its 2026 non-GAAP core EPS guidance of $1.64 to $1.66 per share and its 2027 guidance of $1.78 to $1.82 per share. It stated it is on track to meet a 2% to 4% non-fuel O&M cost reduction target and is implementing a previously announced $2 billion reduction to its 2027 capital plan. The company said its strategic review is advancing with the goal of becoming a financially strong, investment-grade company, and its CEO noted that California still needs a durable wildfire liability framework. The filing attributes the year-over-year decline in GAAP earnings mainly to lower CPUC return on equity in effect during 2026, one-time catch-up impacts of a 2025 tax methodology change, and higher Wildfire Fund expense, partly offset by higher customer capital investment and net O&M savings. Non-core items totaled $156 million after tax, or $0.07 per share, in the third quarter of 2026.

Oct 22, 2026 8-K

Regulation FD

PG&E 8-K Report, Regulation FD Disclosure (Aug 31, 2026)

PG&E Corporation and Pacific Gas and Electric Company filed this Current Report on Form 8-K dated August 31, 2026, under Item 7.01 (Regulation FD Disclosure). The filing announces that PG&E Corporation will hold a webcast and conference call on Wednesday, September 2, 2026, at 8:30 AM Eastern Time to provide an investor update, including the company's response to Senate Bill 492. In the filing, PG&E Corporation states that it does not believe Senate Bill 492 adequately addresses the financing risks created by California's current wildfire liability framework. It says the legislation falls short of creating the long-term durability needed to attract affordable investment to support a safer, more reliable energy system and to help keep costs down for customers. The filing provides dial-in and replay details: a live audio webcast on the investor relations website, an archived replay on the same page, and a toll-free telephone replay through September 9, 2026 (confirmation code 92587). The information is furnished rather than filed under the Exchange Act, so it is not subject to Section 18 liability.

Aug 31, 2026 8-K

PG&E 8-K Report, Corporate Update (Aug 4, 2026)

PG&E Corporation and its subsidiary Pacific Gas and Electric Company (the "Utility") filed this Form 8-K to report a debt issuance. On July 27, 2026, the Utility entered into an Underwriting Agreement covering two series of First Mortgage Bonds: $700,000,000 aggregate principal amount of 5.250% bonds due 2032 and $1,000,000,000 aggregate principal amount of 5.850% bonds due 2036. The Utility completed the sale of these Mortgage Bonds on August 4, 2026. The underwriters named in the exhibits are Barclays Capital Inc., BMO Capital Markets Corp., J.P. Morgan Securities LLC, and SMBC Nikko Securities America, Inc. The bonds were issued under a Thirty-Fifth Supplemental Indenture dated August 4, 2026, with The Bank of New York Mellon Trust Company, N.A. as trustee. Hunton Andrews Kurth LLP provided a legal opinion dated August 4, 2026. For investors, the filing is a routine financing disclosure. It sets out the principal amounts and coupon rates of the new secured debt and confirms that the offering closed. The filing does not discuss the use of proceeds, the company's broader financing plans, or its operating results.

Aug 4, 2026 8-K

Material AgreementsOther EventsExhibits & Filings

PG&E 8-K Report, Financial Results (Jul 23, 2026)

PG&E Corporation reported second-quarter 2026 results on July 23, 2026, with GAAP earnings of $0.33 per diluted share ($733 million of income available for common shareholders) for the quarter and $0.72 per share for the first six months, compared with $0.24 and $0.51 per share in the same periods of 2025. Non-GAAP core earnings were $920 million, or $0.40 per diluted share, for the second quarter of 2026, versus $674 million, or $0.31 per share, a year earlier. For the first six months, non-GAAP core EPS was $0.83 compared with $0.64 in 2025. The company reaffirmed full-year 2026 non-GAAP core EPS guidance of $1.64 to $1.66 per share and said it is on track to meet its 2% to 4% non-fuel O&M cost reduction target. Management highlighted that the GAAP increase was driven mainly by customer capital investment from higher rate base and net O&M savings, partly offset by a lower CPUC return on equity in effect during 2026 and higher Wildfire Fund expense. The company also reported that it completed a $2.2 billion Utility bond issuance in June, bringing total Utility debt financings to $4.4 billion for the year. The slide presentation reaffirms 2027-2030 guidance and the $73 billion capital investment plan, and notes that the plan assumes constructive wildfire liability reform and may be revised if such reform is not achieved. The filing also notes that the company's 2026 guidance excludes GAAP reconciliation because certain items, including Wildfire Fund amortization, regulatory decisions, special tax items, and wildfire-related costs, are not estimable. The company disclosed a pipeline of over 12 gigawatts of data center projects in its service area, and said the outcome of California wildfire liability reform remains a key factor it is monitoring.

Jul 23, 2026 8-K

PG&E 8-K Report, Material Agreement (Jun 23, 2026)

PG&E Corporation and Pacific Gas and Electric Company reported on this Form 8-K, filed June 23, 2026, that on June 22, 2026 each entity entered into a separate Amendment No. 6 to its Credit Agreement dated July 1, 2020. The filing covers two revolving credit facilities: the Utility Revolving Credit Agreement (Pacific Gas and Electric Company, with Citibank, N.A. as administrative agent) and the Corporation Revolving Credit Agreement (PG&E Corporation, with JPMorgan Chase Bank, N.A. as administrative agent). For the utility, the amendment extends the maturity to June 20, 2031, increases aggregate lender commitments from $5.4 billion to $6.25 billion, and modifies both the interest rate and commitment fee pricing grids. For the holding company, the amendment extends maturity to June 22, 2029, modifies the interest rate and commitment fee pricing grids, and adds collateral release terms. The collateral release provision is the most notable feature for holding-company creditors. The lien securing the Corporation facility will be released if PG&E Corporation holds senior unsecured investment grade ratings from at least two rating agencies, no Event of Default exists, and secured indebtedness for borrowed money (excluding loans under the facility) is no more than $250 million. The lien automatically reinstates if either condition fails.

Jun 23, 2026 8-K

PG&E 8-K Report, Corporate Update (Jun 3, 2026)

PG&E Corporation and Pacific Gas and Electric Company report in this Form 8-K (Item 8.01, Other Events) that on June 1, 2026, the Utility entered into an Underwriting Agreement for the issuance and sale of three series of First Mortgage Bonds, and that the sale was completed on June 3, 2026. The offering comprises $800,000,000 of 5.050% First Mortgage Bonds due 2031, $800,000,000 of 5.600% First Mortgage Bonds due 2036, and $600,000,000 of 6.300% First Mortgage Bonds due 2056, for total aggregate principal of $2.2 billion. The underwriters named in the filing are BNP Paribas Securities Corp., Citigroup Global Markets Inc., MUFG Securities Americas Inc. and RBC Capital Markets, LLC. The filing attaches the Underwriting Agreement, the Thirty-Fourth Supplemental Indenture dated June 3, 2026 between the Utility and The Bank of New York Mellon Trust Company, N.A., as Trustee (including the forms of the Mortgage Bonds), and an opinion of Hunton Andrews Kurth LLP dated June 3, 2026 with its consent. For investors, this is a routine debt financing by the regulated utility, and the filing itself discloses no operational, earnings or guidance information. The filing does not state the use of proceeds.

Jun 3, 2026 8-K

Shareholder Matters

PG&E 8-K Report, Shareholder Vote Results (May 26, 2026)

PG&E Corporation and Pacific Gas and Electric Company held their joint annual meeting of shareholders on May 21, 2026, and this Current Report on Form 8-K, dated May 26, 2026, reports the voting results under Item 5.07. The filing covers two sets of votes: one for PG&E Corporation shareholders and one for the Utility's shareholders. No other business items are reported in this filing. At PG&E Corporation, all 13 director nominees were elected. Most nominees received well over 1.6 billion votes in favor, though several received substantially more votes against, including Jessica L. Denecour (1,654,081,012 for and 185,233,306 against). Shareholders approved the non-binding advisory vote on executive compensation with 1,670,209,325 votes for and 168,851,135 against, and ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2026 with 1,799,578,512 votes for and 133,964,864 against. At Pacific Gas and Electric Company, all 14 director nominees were elected, with the Utility's shares held entirely by PG&E Corporation's shareholders voting in the same meeting. The Utility's shareholders also approved the executive compensation advisory vote (266,658,227 for and 233,182 against) and ratified Deloitte & Touche LLP for 2026 (270,910,455 for and 240,220 against).

May 26, 2026 8-K

PG&E 8-K Report, Financial Results (Apr 23, 2026)

PG&E Corporation and its subsidiary Pacific Gas and Electric Company furnished this Form 8-K on April 23, 2026 to report first quarter 2026 results for the quarter ended March 31, 2026, via a press release (Exhibit 99.1) and a slide presentation (Exhibit 99.2) for the earnings webcast. GAAP income available for common shareholders was $858 million, or $0.39 per diluted share, versus $607 million, or $0.28 per share, a year earlier. Non-GAAP core earnings were $982 million, or $0.43 per diluted share, compared with $728 million, or $0.33 per share, in the first quarter of 2025. Non-core items totaled $100 million after tax, or $0.04 per share. Management reaffirmed full-year 2026 non-GAAP core EPS guidance of $1.64 to $1.66 per share and said it is on track to meet its 2-4% non-fuel operating and maintenance cost reduction target. The filing also states that the Nuclear Regulatory Commission approved Diablo Canyon's license renewal for extended operations on April 2, 2026, and that residential bundled electric rates have been lowered five times since January 2024, reducing them 23% for CARE customers and 13% for other customers. The presentation references a 2027-2030 non-GAAP core EPS growth outlook of 9%+ annually, a 2026-2030 five-year capital plan of $73 billion, and approximately 4.6 gigawatts of customer data center projects in final engineering. Operating income for the quarter was $1,470 million, up from $1,220 million, and interest expense was $803 million, up from $734 million. Operating and maintenance expense rose to $3,112 million from $2,646 million. The filing cautions that forward-looking statements are subject to risks including wildfire liability, regulatory outcomes, and litigation, as described in the company's 2025 Form 10-K and first quarter 2026 Form 10-Q.

Apr 23, 2026 8-K

PG&E 8-K Report, Corporate Update (Feb 20, 2026)

PG&E Corporation and Pacific Gas and Electric Company filed this Form 8-K to report that, on February 18, 2026, Pacific Gas and Electric Company (the "Utility") entered into an Underwriting Agreement to issue and sell three series of First Mortgage Bonds. The offering comprised $400,000,000 of 6.100% First Mortgage Bonds due 2029, $1,000,000,000 of 5.200% First Mortgage Bonds due 2036, and $800,000,000 of 6.000% First Mortgage Bonds due 2056. The Utility completed the sale of the bonds on February 20, 2026. The 2029 Bonds are part of an existing series issued on June 5, 2023. Upon completion of this offering, the aggregate principal amount of outstanding 2029 Bonds is $1,250,000,000. The total new issuance across the three series is $2.2 billion in principal amount. The filing lists the underwriting agreement with BMO Capital Markets Corp., BofA Securities, Inc., SMBC Nikko Securities America, Inc., and Wells Fargo Securities, LLC, along with the Thirty-Third Supplemental Indenture with The Bank of New York Mellon Trust Company, N.A., as Trustee, and an opinion of Hunton Andrews Kurth LLP. The filing contains no other financial results or operational disclosures.

Feb 20, 2026 8-K

PG&E 8-K Report, Corporate Update (Feb 19, 2026)

PG&E Corporation completed the sale of $1,000,000,000 aggregate principal amount of 6.850% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056 on February 19, 2026, under a Subordinated Note Indenture dated September 11, 2024, as supplemented by a Second Supplemental Indenture dated February 19, 2026, with The Bank of New York Mellon Trust Company, N.A., as trustee. The filing is made under Item 8.01 (Other Events) and is filed jointly by PG&E Corporation and Pacific Gas and Electric Company. The offering was underwritten under an Underwriting Agreement dated February 17, 2026, with Barclays Capital Inc., BofA Securities, Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC. The filing attaches the Second Supplemental Indenture (including the form of the Notes) and legal opinions and consents from Hunton Andrews Kurth LLP dated February 19, 2026 covering legal and tax matters. For investors, the key takeaway is that PG&E Corporation raised $1.0 billion of long-term junior subordinated debt, which is structurally subordinated to senior obligations and carries a fixed 6.850% coupon through the initial reset period before converting to a reset rate. The filing itself does not state the use of proceeds or other financial metrics.

Feb 19, 2026 8-K

Leadership ChangesCorporate ChangesOther Events+1

PG&E 8-K Report, Financial Results (Feb 12, 2026)

PG&E Corporation reported solid results for 2025, with GAAP earnings of $1.18 per diluted share for the full year, compared with $1.15 for 2024, and GAAP earnings of $0.29 per share for the fourth quarter versus $0.30 a year earlier. Non-GAAP core earnings were $3,307 million, or $1.50 per diluted share, for 2025, up from $2,923 million, or $1.36 per share, in 2024, and $0.36 per share for the fourth quarter compared with $0.31. Non-core items totaled $714 million after tax ($0.32 per share) for 2025, versus $448 million ($0.21 per share) in 2024. Management is tightening its 2026 non-GAAP core EPS guidance to $1.64 to $1.66 per share from $1.62 to $1.66. The company also updated its affordability and growth framework. It now targets customer bill inflation of 0-3%, versus 2-4% previously, and reported a 2.5% reduction in non-fuel O&M costs for 2025, with cumulative redeployed O&M savings of over $700 million over four years. The Utility cut residential bundled electric rates for the fourth time in two years, and residential electric rates are 11% lower than in January 2024. The accompanying slide presentation describes a five-year 2026-2030 capital plan of $73 billion and a five-year financing plan, and states that the company has no equity need over 2026-2030. Data center pipeline progress was notable, with approximately 3.6 GW now in final engineering after 2 GW of advancement since the third-quarter update. Investors should weigh continued wildfire-related exposure, including the Wildfire Fund expense of $352 million and wildfire-related claims, net of recoveries, of $100 million in 2025, along with the pending wildfire policy process in California described in the presentation. The filing itself is a furnished (not filed) Form 8-K covering the earnings press release and slide deck.

Feb 12, 2026 8-K

PG&E 8-K Report, Executive Changes (Dec 17, 2025)

PG&E Corporation and Pacific Gas and Electric Company filed this Current Report on Form 8-K dated December 17, 2025, to disclose executive leadership changes and a bylaw amendment, all approved by the Boards on December 11, 2025 and effective January 1, 2026 unless otherwise noted. Sumeet Singh, currently Executive Vice President, Operations and Chief Operating Officer of the Utility (in role since March 1, 2023), will become Chief Executive Officer of Pacific Gas and Electric Company and Executive Vice President, Energy Delivery of the Utility. Marlene Santos, currently Executive Vice President and Chief Customer and Enterprise Solutions Officer of the Utility, will become Executive Vice President, Enterprise Transformation Office of PG&E Corporation and the Utility, and Jason Glickman, currently Executive Vice President, Engineering, Planning, and Strategy, will become Executive Vice President, Strategy and Growth of both entities. The filing states the changes are intended to better serve customers and support coworkers. Separately, the PG&E Corporation Board elected Carla Peterman as President of PG&E Corporation and Executive Vice President, Customer and Corporate Affairs, effective January 1, 2026; she currently serves as Executive Vice President, Corporate Affairs and Chief Sustainability Officer. The Utility's Board also adopted Amended and Restated Bylaws effective December 11, 2025, which clarify that the Utility may have a President or Chief Executive Officer and remove language on how CEO authority may be allocated among certain Executive Vice Presidents; the filing describes the other changes as non-substantive, ministerial, clarifying, or conforming. The filing contains no financial results, financial figures, or guidance. For investors, the substance is a management reshuffle at the Utility and holding-company levels and a governance clarification of the Utility's bylaws, with the filing stating that Mr. Singh has no related-party transactions under Item 404(a) and no family relationships with any director or executive officer.

Dec 17, 2025 8-K

PG&E 8-K Report, Financial Results (Oct 23, 2025)

PG&E Corporation and Pacific Gas and Electric Company reported third-quarter 2025 results on October 23, 2025. GAAP income available for common shareholders was $847 million, or $0.37 per diluted share, versus $576 million, or $0.27 per diluted share, in the third quarter of 2024. Non-GAAP core earnings were $1,142 million, or $0.50 per diluted share, compared with $791 million, or $0.37 per diluted share, a year earlier. Non-core items totaled $295 million after tax, or $0.13 per share, in the quarter. For the first nine months of 2025, GAAP EPS was $0.89 and non-GAAP core EPS was $1.14, versus $0.85 and $1.06 in the prior-year period. Management narrowed its 2025 non-GAAP core EPS guidance to $1.49 to $1.51, from the prior $1.48 to $1.52 range, and initiated 2026 non-GAAP core EPS guidance of $1.62 to $1.66. The company reaffirmed at least 9% annual non-GAAP core EPS growth for 2027 through 2030 and said it is on track to meet or exceed its 2% non-fuel O&M reduction target in 2025. The slide presentation outlines a $73 billion five-year capital plan for 2026 through 2030, states that no new equity is required through 2030, and targets a 20% dividend payout by 2028. Operationally, the Utility lowered residential electric rates in September 2025, reducing the typical residential electric bill by about 2.1%, and reached a milestone of 1,000 miles of undergrounded powerlines in high fire-risk areas. The presentation also highlights the Governor's signing of SB 254 on September 19, 2025, which created a $18 billion Wildfire Fund Continuation Account, and the Wildfire Fund administrator's recommendations due April 1, 2026.

Oct 23, 2025 8-K

PG&E 8-K Report, Corporate Update (Oct 2, 2025)

On October 2, 2025, Pacific Gas and Electric Company (the "Utility"), a subsidiary of PG&E Corporation, completed the sale of three series of First Mortgage Bonds under an Underwriting Agreement dated September 30, 2025. The offering comprised $400,000,000 of 5.000% First Mortgage Bonds due 2028, $850,000,000 of 5.050% First Mortgage Bonds due 2032, and $750,000,000 of 6.100% First Mortgage Bonds due 2055, for total aggregate principal of $2.00 billion. The 2028 Bonds are part of the same series the Utility issued on June 4, 2025. Following this offering, the aggregate principal amount of outstanding 2028 Bonds is $800,000,000. The filing attaches the Underwriting Agreement with Barclays Capital Inc., BNP Paribas Securities Corp., MUFG Securities Americas Inc. and RBC Capital Markets, LLC, a Thirty-First Supplemental Indenture covering the 2032 and 2055 Bonds, and an opinion of Hunton Andrews Kurth LLP. The filing is a debt financing disclosure under Item 8.01 and Item 9.01. It does not describe the use of proceeds, and it contains no earnings, guidance, or other operating information.

Oct 2, 2025 8-K

Regulation FD

PG&E 8-K Report, Regulation FD Disclosure (Sep 26, 2025)

PG&E Corporation and Pacific Gas and Electric Company filed this Current Report on Form 8-K dated September 26, 2025, under Item 7.01 (Regulation FD Disclosure). The filing states that PG&E Corporation will hold a conference call on Monday, September 29, 2025, at 10:00 AM Eastern Time to provide an investor update, including an extension of its investment plan through 2030. Investors can access a live audio webcast through the PG&E Corporation Investor Relations website, and a presentation will also be available on the company's website under "News & Events: Events & Presentations." The filing is a notice of the investor update and does not itself disclose financial results, dollar amounts for the investment plan, or other specific figures. The information is furnished rather than filed, meaning it is not deemed filed under Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into other filings unless expressly stated. For investors, the key takeaway is the planned update on the utility's investment plan, now extended through 2030, which is the central subject of the upcoming call and presentation. Details of the extended plan are not contained in this filing and would need to be obtained from the call materials.

Sep 26, 2025 8-K

Regulation FDExhibits & Filings

PG&E 8-K Report, Material Agreement (Sep 24, 2025)

On September 24, 2025, Pacific Gas and Electric Company (the "Utility") entered into a $500,000,000 Term Loan Credit Agreement with several lenders and Wells Fargo Bank, National Association, as administrative agent, and borrowed the full amount the same day. The loans mature on September 23, 2026. Borrowings bear interest at either Term SOFR plus an applicable margin of 1.25%, or the alternative base rate plus an applicable margin of 0.25%, at the Utility's election. The Utility's obligations under the facility are secured by a first mortgage bond issued under a Thirtieth Supplemental Indenture to the Mortgage Indenture. The bond is secured by a first lien on substantially all of the Utility's real property and certain tangible personal property related to its facilities, subject to exceptions, and ranks pari passu with its other first mortgage bonds. The Credit Agreement contains customary covenants limiting liens, sale and leaseback transactions, fundamental changes, swap agreements and modifications to the Mortgage Indenture, and requires a ratio of total consolidated debt to consolidated capitalization of no greater than 65% at each fiscal quarter end. The agreement includes customary events of default, including cross-defaults to specified other debt of the Utility or its significant subsidiaries exceeding $200 million. Upon a default, the administrative agent may, with required lender consent (or at required lenders' request, must), accelerate amounts outstanding; insolvency, bankruptcy or receivership events cause automatic acceleration. The filing is a short notice, with the full agreement and the indenture supplement filed as Exhibits 10.1 and 4.1.

Sep 24, 2025 8-K

PG&E 8-K Report, Regulation FD Disclosure (Sep 15, 2025)

PG&E Corporation's 8-K filed September 15, 2025 furnishes under Item 7.01 (Regulation FD) a presentation made available on its website, and reaffirms its guidance. The company reaffirmed 2025 non-GAAP Core EPS of $1.48-$1.52, 2026-2028 non-GAAP Core EPS growth of at least 9%, 2023-2028 compound annual rate base growth of 10%, and completion of the common equity issuance for the 2024-2028 plan. The filing is a joint filing by PG&E Corporation and Pacific Gas and Electric Company (the Utility). The reconciliation in Exhibit 99.1 bridges 2025 GAAP EPS guidance of $1.26-$1.32 to non-GAAP Core EPS of $1.48-$1.52. The gap is driven by non-core items, the largest being amortization of the Wildfire Fund contribution at $0.11 per share (about $340 million pre-tax, $245 million post-tax). Other items include investigation remedies ($0.04), wildfire-related costs net of recoveries ($0.04, covering the 2019 Kincade and 2021 Dixie fires), SB 901 securitization ($0.02), and bankruptcy and legal costs ($0.02 low end, $0.01 high end), partly offset by a prior period net regulatory impact of $(0.01). Tax adjustments use a 27.98% statutory rate for 2025. For investors, the filing is primarily a reaffirmation of existing targets with no change to guidance. The reconciliation shows how much of reported earnings is excluded from the non-GAAP measure, which is useful for comparing GAAP and core results.

Sep 15, 2025 8-K

Leadership Changes

PG&E 8-K Report, Executive Changes (Sep 12, 2025)

PG&E Corporation and Pacific Gas and Electric Company filed this Current Report on Form 8-K dated September 12, 2025, under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). The filing reports a single executive leadership change: Kaled H. Awada, Executive Vice President and Chief People Officer of PG&E Corporation and Pacific Gas and Electric Company (the "Utility"), informed both companies on September 12, 2025 that he is resigning from his positions effective September 30, 2025 to pursue another opportunity. The filing does not state a successor, interim appointment, or any financial results, guidance, or compensation terms related to the departure. The disclosure is limited to the resignation notice and its effective date, and the report is signed by John R. Simon, Executive Vice President, General Counsel and Chief Ethics & Compliance Officer, for PG&E Corporation, and by Brian M. Wong, Vice President, General Counsel and Corporate Secretary, for the Utility. For investors, the event is an executive-level personnel change in a human resources leadership role, with a stated effective date of September 30, 2025. The filing contains no quantitative financial information.

Sep 12, 2025 8-K

PG&E 8-K Report, Financial Results (Jul 31, 2025)

PG&E Corporation and Pacific Gas and Electric Company furnished an 8-K on July 31, 2025 reporting second-quarter 2025 results, with a press release (Exhibit 99.1) and an earnings slide presentation (Exhibit 99.2). GAAP earnings were $0.24 per share for the second quarter of 2025, flat with $0.24 for the same period in 2024, and income available for common shareholders was $521 million versus $520 million. Non-GAAP core earnings were $0.31 per share ($674 million), also flat year over year. Non-core items totaled $154 million after tax, or $0.07 per share, in both periods. The company updated its full-year 2025 GAAP EPS guidance to $1.26 to $1.32, down from $1.29 to $1.35 previously, citing unrecoverable interest expense of $350 million to $400 million after tax and other factors. It reaffirmed full-year 2025 non-GAAP core EPS guidance of $1.48 to $1.52, and the non-core items guidance range was raised to $470 million to $510 million after tax. The slide presentation states the five-year capital plan of $63 billion through 2028 is unchanged, that equity needs are fully satisfied, and that the data center pipeline increased to 10 gigawatts. On the regulatory side, the Utility submitted its smallest General Rate Case percentage increase in a decade, and if fully approved, expects total residential combined gas and electric bills in 2027 to be flat compared with 2025. The Utility also reported the NRC found Diablo Canyon safe to operate for 20 more years, and it plans roughly 700 miles of undergrounding and 500 miles of other wildfire safety upgrades across 2025 and 2026.

Jul 31, 2025 8-K

PG&E 8-K Report, Material Agreement (Jun 24, 2025)

PG&E Corporation and Pacific Gas and Electric Company filed a Form 8-K reporting that, on June 23, 2025, each entered into Amendment No. 5 to its respective Credit Agreement, dated July 1, 2020. The utility's revolving credit agreement, with Citibank, N.A. as administrative agent, was amended to extend its maturity to June 21, 2030, increase aggregate lender commitments from $4.4 billion to $5.4 billion, and modify the interest rate and commitment fee pricing grids. Separately, the parent PG&E Corporation's revolving credit agreement, with JPMorgan Chase Bank, N.A. as administrative agent, was amended to extend its maturity to June 22, 2028, increase aggregate commitments from $500 million to $650 million, and modify both pricing grids. The filing states these changes were made "among other things," and the full amendments are attached as Exhibits 10.1 and 10.2. For investors, the filing reflects a larger and longer-dated liquidity backstop at the utility level, along with a modest expansion and extension at the holding company level. The filing itself does not describe the reasons for the amendments or their effect on borrowing costs beyond the stated pricing grid changes.

Jun 24, 2025 8-K

PG&E 8-K Report, Corporate Update (Jun 4, 2025)

PG&E Corporation and Pacific Gas and Electric Company filed this Current Report under Item 8.01 (Other Events) to disclose a debt financing by the Utility. On June 2, 2025, Pacific Gas and Electric Company entered into an Underwriting Agreement for the issue and sale of two series of First Mortgage Bonds: $400,000,000 aggregate principal amount of 5.000% First Mortgage Bonds due 2028 (the "2028 Bonds") and $850,000,000 aggregate principal amount of 6.000% First Mortgage Bonds due 2035 (the "2035 Bonds"). On June 4, 2025, the Utility completed the sale of both series. The filing identifies the underwriters as BMO Capital Markets Corp., BofA Securities, Inc., Citigroup Global Markets Inc., and J.P. Morgan Securities LLC. The bonds were issued under a Twenty-Ninth Supplemental Indenture dated June 4, 2025, with The Bank of New York Mellon Trust Company, N.A., as trustee. Hunton Andrews Kurth LLP provided a legal opinion dated June 4, 2025, which is filed as Exhibit 5.1. The filing does not describe the use of proceeds, the effect on the company's capital structure, or any changes to guidance. Its main significance for investors is the Utility's access to debt capital through senior secured mortgage bonds with maturities in 2028 and 2035.

Jun 4, 2025 8-K

Shareholder Matters

PG&E 8-K Report, Shareholder Vote Results (May 28, 2025)

PG&E Corporation and Pacific Gas and Electric Company filed this joint Current Report on Form 8-K dated May 28, 2025, to report the results of their joint annual meeting of shareholders held on May 22, 2025. The filing contains no financial statements, earnings, or guidance; it reports only shareholder votes. At PG&E Corporation, all 14 director nominees were elected, with each receiving more For votes than Against votes; Jessica L. Denecour had the highest Against count among nominees at 174,229,436, and Benjamin F. Wilson, Craig Fugate and Arno L. Harris also drew sizable opposition. Shareholders approved the non-binding advisory vote on executive compensation (1,821,515,209 For versus 82,177,839 Against), ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2025 (1,876,714,091 For versus 101,829,671 Against), and approved the 2025 PG&E Corporation Employee Stock Purchase Plan (1,903,110,205 For versus 1,181,547 Against). At Pacific Gas and Electric Company, the Utility's shareholders, which consist of PG&E Corporation as holder, elected its 15 director nominees, approved executive compensation, and ratified Deloitte & Touche LLP for 2025. The filing reports 74,254,225 broker non-votes at the parent level and 4,457,138 at the Utility level.

May 28, 2025 8-K

PG&E 8-K Report, Financial Results (Apr 24, 2025)

PG&E Corporation and Pacific Gas and Electric Company reported first-quarter 2025 results on April 24, 2025, per Exhibit 99.1. GAAP earnings were $0.28 per share ($607 million of income available for common shareholders), compared with $0.34 per share in the first quarter of 2024. Non-GAAP core earnings were $0.33 per share ($728 million), compared with $0.37 per share ($800 million) a year earlier. The company attributed the decline primarily to a lower return on equity following the most recent cost of capital decision (reduced from 10.7% to 10.28%) and dilution from its 2024 equity offering. Non-core items totaled $120 million after tax, or $0.05 per share. Management updated 2025 GAAP EPS guidance to $1.29 to $1.35 per share and reaffirmed 2025 non-GAAP core EPS guidance of $1.48 to $1.52. The estimated non-core items range was updated to $400 million to $430 million after tax. Key factors include unrecoverable interest expense of $350 million to $400 million after tax and amortization of the Wildfire Fund asset. The presentation states that equity needs are fully satisfied to fund the five-year capital plan of $63 billion through 2028. Operationally, the Utility reported that average residential electric rates were lower in March 2025 than a year earlier, and it expects natural gas delivery rates to remain flat in 2025. The presentation notes a data center pipeline of 8,700 MW as of March 2025, and the company is on track to meet its 2% non-fuel O&M reduction target. The 2027 to 2030 General Rate Case filing is due May 15, 2025.

Apr 24, 2025 8-K

PG&E 8-K Report, Corporate Update (Feb 26, 2025)

On February 26, 2025, Pacific Gas and Electric Company (the "Utility") completed the sale of two series of First Mortgage Bonds, following an Underwriting Agreement signed on February 24, 2025. The offering consisted of $1,000,000,000 aggregate principal amount of 5.700% First Mortgage Bonds due 2035 and $750,000,000 aggregate principal amount of 6.150% First Mortgage Bonds due 2055. The filing is disclosed under Item 8.01 (Other Events) and describes the transaction in terms of the bond issuance only. The underwriters named in the Underwriting Agreement are Mizuho Securities USA LLC, MUFG Securities Americas Inc., SMBC Nikko Securities America, Inc., and Wells Fargo Securities, LLC. The bonds were issued under a Twenty-Eighth Supplemental Indenture dated February 26, 2025, between the Utility and The Bank of New York Mellon Trust Company, N.A., as Trustee. An opinion and consent from Hunton Andrews Kurth LLP are also filed as exhibits. For investors, the filing establishes the coupon rates and maturities of the newly issued secured debt of the Utility. The filing does not discuss use of proceeds, financial results, or other operating information.

Feb 26, 2025 8-K

Material AgreementsOther EventsExhibits & Filings

PG&E 8-K Report, Financial Results (Feb 13, 2025)

PG&E Corporation and its subsidiary Pacific Gas and Electric Company furnished this Form 8-K on February 13, 2025 to report results for the quarter and year ended December 31, 2024 and to update 2025 earnings guidance. GAAP earnings were $1.15 per diluted share for full-year 2024, up from $1.05 in 2023, and $0.30 per share for the fourth quarter versus $0.43 a year earlier. Non-GAAP core earnings were $1.36 per share for 2024 versus $1.23 in 2023, and $0.31 for the fourth quarter versus $0.47. Full-year GAAP income available for common shareholders was $2,475 million, compared with $2,242 million in 2023, and total operating revenues were $24,419 million, roughly flat with $24,428 million the prior year. Management reaffirmed 2025 GAAP EPS guidance of $1.30 to $1.36 per share and raised 2025 non-GAAP core EPS guidance to $1.48 to $1.52 from $1.47 to $1.51. The company stated that equity needs are fully satisfied to fund a five-year capital plan of $63 billion through 2028, and it is targeting a dividend payout ratio of approximately 20% of core earnings by 2028. Operating cash flow was $8.0 billion in 2024, up from $4.7 billion in 2023, and non-fuel operating and maintenance costs were reduced by 4% versus 2023. Operationally, the company reported a second consecutive year with no major wildfires caused by its equipment, completed 366 miles of system hardening, and signed a $15 billion loan guarantee agreement with the U.S. Department of Energy's Loan Programs Office. Investors should note that the 2025 guidance includes unrecoverable interest expense of $350 million to $400 million after tax, and that non-core items, which management excludes from core earnings, totaled $448 million after tax in 2024.

Feb 13, 2025 8-K

PG&E 8-K Report, Material Agreement (Jan 21, 2025)

PG&E Corporation's utility subsidiary, Pacific Gas and Electric Company (the "Utility"), entered into a set of financing agreements on January 17, 2025 with the U.S. Department of Energy (DOE) and the Federal Financing Bank (FFB). The core arrangement is a multi-advance term loan facility of up to $15 billion, guaranteed by the DOE under the Title XVII Loan Guarantee Program. Proceeds may reimburse Eligible Project Costs previously incurred or accrued on projects the DOE has designated as Eligible Projects. Advances may be requested no more than once per calendar quarter, capped at $10 billion in any calendar year and $5 billion in calendar year 2028, and are subject to conditions including DOE approval, Davis-Bacon and Cargo Preference Act compliance, NEPA environmental review, and maintenance of investment-grade senior secured credit ratings. The Utility's obligations under the facility will be secured by collateral first mortgage bonds issued under a Twenty-Sixth Supplemental Indenture to the Mortgage Indenture, ranking pari passu with its other first mortgage bonds. Borrowings bear interest at the applicable Treasury rate plus a spread of 0.375%, increasing by 300 basis points upon a Guarantee Trigger Event. The Loan Guarantee Agreement includes a maximum total consolidated debt to consolidated capitalization ratio of 65% tested each fiscal quarter, cross-default and judgment-default thresholds of $200 million, and mandatory prepayment provisions tied to abandoned or terminated projects and to cost recovery approvals from FERC or the CPUC. Advances are available until the earliest of several dates, including the facility reaching $15 billion, September 15, 2031, or the occurrence of a Guarantee Trigger Event. For investors, the filing establishes a large, government-guaranteed financing source with specific covenants, prepayment exposures, and conditions tied to project eligibility and cost recovery. The filing also includes the related Mortgage Indenture supplement and the exhibits containing the full agreement terms.

Jan 21, 2025 8-K

Leadership ChangesCorporate ChangesExhibits & Filings

PG&E 8-K Report, Executive Changes (Dec 16, 2024)

PG&E Corporation and its subsidiary Pacific Gas and Electric Company filed this Form 8-K on December 16, 2024 to report three governance actions. The filing covers a board election, a bylaw amendment, and related exhibits. No financial results, earnings, or guidance are reported in this filing. On December 12, 2024, Leo P. Denault was elected to the boards of PG&E Corporation and the Utility, effective February 19, 2025. The filing describes his background as more than 40 years in the power industry, including service as Chairman and Chief Executive Officer of Entergy Corporation from 2013 through 2022. He was appointed to the Audit Committees of both boards and to the Finance and Innovation Committee of the PG&E Corporation Board. After he joins, the PG&E Corporation Board will have 14 members and the Utility Board will have 15. Also on December 12, 2024, both boards adopted and made effective amended and restated bylaws. The changes remove classified-board provisions so directors are elected annually, specify that certain officers may be elected and removed only by the applicable board, and allow a board to empower the Chairperson or a board-appointed officer to elect subordinate officers. The filing describes these as the main changes, along with ministerial and conforming edits.

Dec 16, 2024 8-K

Material AgreementsShareholder MattersCorporate Changes+2

PG&E 8-K Report, Material Agreement (Dec 5, 2024)

PG&E Corporation filed this Form 8-K to report the completed offering of 6.000% Series A Mandatory Convertible Preferred Stock. The company agreed on December 2, 2024 to sell 28,000,000 shares with an initial liquidation preference of $50.00 per share, and the underwriters exercised their option in full on December 3, 2024 to buy an additional 4,200,000 shares. The offering closed on December 5, 2024, and was made under a Form S-3 shelf registration statement (File No. 333-277286) filed February 22, 2024. The preferred stock pays cumulative dividends at an annual rate of 6.000% on the $50.00 liquidation preference, when, as and if declared by the board, payable quarterly on March 1, June 1, September 1 and December 1, starting March 1, 2025. Dividends may be paid in cash, in common stock subject to limitations, or in a combination. While preferred shares remain outstanding, no common dividends or repurchases may be made unless accumulated preferred dividends have been paid or set aside. Each preferred share will mandatorily convert on or around December 1, 2027 into between 1.9465 and 2.4331 shares of common stock, with the exact rate determined by the volume weighted average price of the common stock over a 20-trading-day period. Holders may convert earlier at the minimum rate of 1.9465 shares, subject to adjustments. On liquidation, holders receive $50.00 per share plus accumulated unpaid dividends, ranking ahead of common stock. The Certificate of Determination was filed with the California Secretary of State and became effective December 5, 2024.

Dec 5, 2024 8-K

Material AgreementsOther EventsExhibits & Filings

PG&E 8-K Report, Material Agreement (Dec 4, 2024)

PG&E Corporation completed a concurrent equity raise in early December 2024, with the common stock portion and the Series A Mandatory Convertible Preferred Stock portion launched and priced on December 2, 2024. The company agreed to sell 48,661,801 shares of common stock under an underwriting agreement dated December 2, 2024, and the underwriters exercised in full their option to buy an additional 7,299,269 shares on December 3, 2024. The common stock offering closed on December 4, 2024. The shares were sold under a Form S-3 shelf registration statement (File No. 333-277286) and a Rule 424(b) prospectus supplement dated December 2, 2024. According to the attached press release announcing pricing, the common stock was priced at $20.55 per share, and 28,000,000 shares of Series A Mandatory Convertible Preferred Stock were priced at $50.00 per share, with the preferred offering expected to close on December 5, 2024. The net proceeds from both offerings are expected to be approximately $2,354,400,000, or approximately $2,707,560,000 if the underwriters exercise their options in full. The company intends to use the proceeds for general corporate purposes, which may include funding its five-year capital investment plan. The preferred stock carries a 6.000% annual cumulative dividend on a $50.00 liquidation preference and is expected to mandatorily convert on or around December 1, 2027, into between 1.9465 and 2.4331 common shares per preferred share, based on the volume-weighted average price of the common stock over a 20-day trading period. The company has applied to list the preferred stock on the New York Stock Exchange under the symbol PCG-PrX.

Dec 4, 2024 8-K

Material AgreementsRegulation FDExhibits & Filings

PG&E 8-K Report, Material Agreement (Dec 2, 2024)

PG&E Corporation and Pacific Gas and Electric Company filed this Form 8-K to report three items. First, on November 29, 2024, Chief Executive Officer Patricia K. Poppe entered into an amendment to her November 13, 2020 offer letter, extending its term through January 4, 2031. The original offer letter remains in effect, and her compensation will continue to be subject to annual performance evaluation, market review, and at-least-annual approval by the independent members of the Board of Directors. Second, the company declared a fourth-quarter 2024 regular cash dividend of $0.025 per share, payable January 15, 2025, to shareholders of record as of December 31, 2024. Management anticipates recommending consistent dividend increases, targeting a dividend payout ratio of approximately 20% of non-GAAP core earnings per share by 2028, which it states is consistent with prior guidance for total dividends over the 2024-2028 planning horizon. Third, the company affirmed its earnings guidance: non-GAAP core earnings per share of $1.34-$1.37 for 2024, $1.47-$1.51 for 2025 (representing year-over-year growth of 10% at the midpoint), and non-GAAP core EPS growth of at least 9% in each of 2026, 2027, and 2028. The guidance reflects the anticipated capital plan and financing activity of the company and the Utility.

Dec 2, 2024 8-K

PG&E 8-K Report, Corporate Update (Nov 15, 2024)

PG&E Corporation completed the sale of $500,000,000 aggregate principal amount of 7.375% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2055 on November 15, 2024. The Notes were issued under a Subordinated Note Indenture dated September 11, 2024, as supplemented by a First Supplemental Indenture of the same date, with The Bank of New York Mellon Trust Company, N.A. as trustee. They form part of the same series of debt securities PG&E Corporation issued on September 11, 2024, and after this offering the aggregate principal amount of outstanding Notes is $1,500,000,000. The filing is a short Item 8.01 (Other Events) disclosure that records the completion of the offering and lists the related exhibits. The exhibits include the Underwriting Agreement dated November 13, 2024, with Barclays Capital Inc., BofA Securities, Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC, and legal opinions from Hunton Andrews Kurth LLP dated November 15, 2024. The underlying indentures are incorporated by reference to an earlier Form 8-K dated September 9, 2024. For investors, the key facts are the size of the new issuance, the coupon of 7.375%, the 2055 maturity, and the increase in total outstanding Notes in this series to $1.5 billion. The filing does not describe the use of proceeds or the reset terms.

Nov 15, 2024 8-K

Regulation FDExhibits & Filings

PG&E 8-K Report, Financial Results (Nov 7, 2024)

PG&E Corporation and Pacific Gas and Electric Company furnished this Form 8-K on November 7, 2024 to report third-quarter 2024 results (quarter ended September 30, 2024), along with updated 2024 guidance, initial 2025 guidance, and a $1 billion increase to the 2024-2028 capital plan. GAAP income available for common shareholders was $576 million, or $0.27 per share, for the third quarter of 2024, versus $348 million, or $0.16 per share, a year earlier. Non-GAAP core earnings were $791 million, or $0.37 per share, versus $513 million, or $0.24 per share. For the first nine months, GAAP diluted EPS was $0.85 and non-GAAP core EPS was $1.06. Management narrowed 2024 non-GAAP core EPS guidance to $1.34 to $1.37 per share (previously $1.33 to $1.37) and lowered the GAAP EPS guidance range to $1.09 to $1.14 per share (previously $1.11 to $1.17). For 2025, it initiated GAAP EPS guidance of $1.30 to $1.36 and non-GAAP core EPS guidance of $1.47 to $1.51. The five-year capital plan rises to $63 billion for 2024 through 2028, with the incremental $1 billion approved by the California Public Utilities Commission and already financed through junior subordinated notes. The company reaffirmed no new equity in 2024 and $3 billion of equity from 2025 to 2028. The third-quarter GAAP results include a $75 million pre-tax charge related to the 2019 Kincade fire and a $275 million pre-tax charge related to the 2021 Dixie fire, which did not affect GAAP results because it was fully offset by probable recoveries from the Wildfire Fund. Non-core items totaled $215 million after tax, or $0.10 per share, in the quarter. The filing also notes a $34 million second monthly Wildfire Fund payment for Dixie fire claims received on October 28, 2024.

Nov 7, 2024 8-K

Leadership Changes

PG&E 8-K Report, Executive Changes (Oct 15, 2024)

PG&E Corporation and Pacific Gas and Electric Company filed this Current Report on Form 8-K dated October 15, 2024, under Item 5.02 (Departure of Directors or Certain Officers). The filing discloses that Robert C. Flexon, a member of both boards and Chair of the Board of PG&E Corporation, notified the companies on October 11, 2024 of his decision to resign from the Boards, effective October 31, 2024. The filing states that Mr. Flexon has accepted a position as Chief Executive Officer at another utility company. Following his resignation, the PG&E Corporation Board will consist of 13 members and the Utility's Board will consist of 14 members. The PG&E Corporation Board has appointed Kerry W. Cooper as Chair of the Board, effective upon Mr. Flexon's resignation. The filing states that the resignation does not involve any disagreement with the companies on any matter relating to their operations, policies or practices. For investors, the filing is a governance update: it reports a leadership change at the Board chair level and a reduction in the PG&E Corporation Board size, with no financial results, dollar amounts or operational disclosures included in this filing.

Oct 15, 2024 8-K

PG&E 8-K Report, Regulation FD Disclosure (Oct 1, 2024)

PG&E Corporation and Pacific Gas and Electric Company filed this Form 8-K on October 1, 2024 under Item 7.01 (Regulation FD Disclosure) to furnish a slide presentation (Exhibit 99.1) prepared for upcoming investor meetings at the Wolfe Research Utilities, Midstream & Clean Energy Conference 2024. The information is furnished rather than filed, so it is not subject to Section 18 liability. The presentation, titled "Delivering For Customers AND Investors," covers the utility's wildfire financial protections under California's AB 1054. It cites a Wildfire Fund with $21 billion of claims-paying capacity sized to last 20 years, liquidity available once paid claims exceed $1 billion, and a cap on the utility's wildfire fund reimbursement obligation at 20% of electric transmission and distribution equity rate base on a three-year rolling basis, approximately $4.1 billion. It also notes receipt of the first monthly reimbursement for the 2021 Dixie fire on September 27, and that self-insurance began in 2023. The presentation also outlines a "simple, affordable model" with customer bill growth at or below assumed inflation, and a plan with components including O&M cost reduction, electric load growth, and customer capital investment, with an illustrative "Opportunity" scenario showing higher ranges. The filing includes extensive forward-looking statement cautions covering wildfire liability, cost recovery, regulatory proceedings, and substantial indebtedness.

Oct 1, 2024 8-K

PG&E 8-K Report, Corporate Update (Sep 11, 2024)

On September 11, 2024, PG&E Corporation completed the sale of $1,000,000,000 aggregate principal amount of 7.375% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2055. The notes were issued under a Subordinated Note Indenture dated September 11, 2024, as supplemented by a First Supplemental Indenture of the same date, between PG&E Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee. The filing lists the underwriting agreement, dated September 9, 2024, with Barclays Capital Inc., BofA Securities, Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC. It also includes the indentures, the form of the notes, and opinions and consents from Hunton Andrews Kurth LLP dated September 11, 2024. The cover page identifies both PG&E Corporation and Pacific Gas and Electric Company as registrants. The filing reports the debt issuance and related documents only and does not include other financial results.

Sep 11, 2024 8-K

PG&E 8-K Report, Corporate Update (Sep 5, 2024)

PG&E Corporation and Pacific Gas and Electric Company filed this Current Report on Form 8-K, dated September 5, 2024, to disclose that Pacific Gas and Electric Company completed the sale of two series of First Mortgage Bonds. The offering consisted of $1,000,000,000 aggregate principal amount of Floating Rate First Mortgage Bonds due 2025 and $750,000,000 aggregate principal amount of 5.900% First Mortgage Bonds due 2054. The filing describes these as the 'Mortgage Bonds' collectively. The filing is a short notice under Item 8.01 (Other Events), with its substance contained in the attached exhibits. Exhibit 1.1 is the Underwriting Agreement dated September 3, 2024, among Pacific Gas and Electric Company and underwriters Barclays Capital Inc., J.P. Morgan Securities LLC, MUFG Securities Americas Inc., and Wells Fargo Securities, LLC. Exhibit 4.1 is the Twenty-Fifth Supplemental Indenture dated September 5, 2024, with The Bank of New York Mellon Trust Company, N.A., as Trustee, which includes the forms of the Mortgage Bonds. Exhibit 5.1 is an opinion of Hunton Andrews Kurth LLP dated September 5, 2024, with its consent filed as Exhibit 23.1. For investors, the key takeaway is that the utility subsidiary raised a total of $1.75 billion in principal through these secured debt issuances, one with a floating rate maturing in 2025 and one fixed-rate at 5.900% maturing in 2054. The filing itself does not state the use of proceeds or the pricing terms beyond the coupon on the 2054 Bonds.

Sep 5, 2024 8-K

PG&E 8-K Report, Corporate Update (Aug 1, 2024)

On August 1, 2024, PG&E Recovery Funding LLC, a wholly owned issuing entity of Pacific Gas and Electric Company (the "Utility"), issued $1,419,285,000 aggregate principal amount of Senior Secured Recovery Bonds, Series 2024-A, under an Indenture and Series Supplement with The Bank of New York Mellon Trust Company, N.A. The bonds were offered under a Prospectus dated July 24, 2024. In connection with the issuance, the Issuing Entity and the Utility entered into a Recovery Property Servicing Agreement, a Recovery Property Purchase and Sale Agreement, an Administration Agreement and a Joinder Agreement, each dated as of August 1, 2024. The bonds are secured by recovery property created under a California Public Utilities Commission financing order (Decision 24-02-011, issued February 16, 2024, final and non-appealable February 26, 2024), which authorizes recovery of costs related to catastrophic wildfires. Proceeds from the sale of the bonds, net of issuance costs, were paid to the Utility in exchange for the recovery property. The filing attaches an opinion of Hunton Andrews Kurth LLP addressing federal and California constitutional questions. That opinion concludes that the State Pledge likely forms a contractual relationship with bondholders, that bondholders could likely challenge impairing legislation under the Contract Clauses, and that the State would likely be required to pay just compensation if it took action in contravention of the pledge that constituted a taking. The opinion also notes there can be no assurance that such compensation would be sufficient to pay full principal and interest on the bonds.

Aug 1, 2024 8-K

PG&E 8-K Report, Financial Results (Jul 25, 2024)

PG&E Corporation and its subsidiary Pacific Gas and Electric Company furnished this Form 8-K on July 25, 2024 to report second-quarter 2024 results for the quarter ended June 30, 2024. GAAP income available for common shareholders was $520 million, or $0.24 per diluted share, versus $406 million, or $0.19 per share, a year earlier. Non-GAAP core earnings were $674 million, or $0.31 per share, compared with $494 million, or $0.23 per share, in the second quarter of 2023. For the first half of 2024, GAAP EPS was $0.58 and non-GAAP core EPS was $0.69, against $0.46 and $0.52 in the prior-year period. The company said management attributes the increase primarily to customer capital investment approved in the 2023 General Rate Case and to non-fuel operating and maintenance savings, net of amounts reinvested in emergency preparedness and risk mitigation. Guidance was mixed. The 2024 GAAP EPS guidance was lowered to $1.11 to $1.17 per share from $1.15 to $1.20, while the non-GAAP core EPS guidance of $1.33 to $1.37 was reaffirmed. The company stated it expects no equity needs in 2024 and is reaffirming its 2024-2028 financing plan. The GAAP range reflects unrecoverable interest expense of $285 million to $365 million after tax, along with Wildfire Fund amortization and other items. The presentation also lists a five-year $62 billion capital plan for 2024-2028 and projects non-GAAP core EPS growth of at least 9% for 2025-2028. Operationally, the company reported 46 miles of undergrounded powerlines and 43 miles of stronger poles and covered powerlines installed in the highest fire-risk areas during the quarter, along with 2,900 new customer connections and the first of four planned renewable natural gas facilities. The company also furnished a slide presentation and a press release, and the filing notes that the information is furnished rather than filed under Section 18 of the Exchange Act.

Jul 25, 2024 8-K

Shareholder Matters

PG&E 8-K Report, Shareholder Vote Results (May 20, 2024)

PG&E Corporation and Pacific Gas and Electric Company filed this Current Report on May 20, 2024 to disclose the results of their joint annual meeting of shareholders, held May 16, 2024. The filing covers votes on three proposals at each registrant: election of directors, a non-binding advisory vote on executive compensation, and ratification of Deloitte & Touche LLP as the independent registered public accounting firm for 2024. The filing states that every director nominee was elected at both PG&E Corporation and the Utility. At PG&E Corporation, the advisory vote on executive compensation was approved, with 1,791,370,765 votes for, 75,485,331 against, 908,023 abstaining, and 63,122,830 broker non-votes. The Deloitte & Touche LLP ratification was also approved, with 1,865,264,006 votes for, 65,003,279 against, and 619,664 abstaining. Among the director votes, several nominees received substantially larger opposition counts than others, with Jessica L. Denecour recording 139,641,086 votes against and Mark E. Ferguson III 101,929,143 against. At Pacific Gas and Electric Company, the Utility's shareholders approved the executive compensation advisory vote, with 267,917,616 votes for, 180,991 against, 160,872 abstaining, and 3,784,774 broker non-votes. The Deloitte & Touche LLP ratification was approved with 271,365,749 votes for, 144,304 against, and 534,200 abstaining. The filing is signed by John R. Simon for PG&E Corporation and Brian M. Wong for the Utility.

May 20, 2024 8-K

PG&E 8-K Report, Financial Results (Apr 25, 2024)

PG&E Corporation and its subsidiary Pacific Gas and Electric Company reported first-quarter 2024 results on April 25, 2024, as described in an 8-K furnishing a press release (Exhibit 99.1) and an earnings slide presentation (Exhibit 99.2). PG&E Corporation reported GAAP income available for common shareholders of $732 million, or $0.34 per share, versus $569 million, or $0.27 per share, in the first quarter of 2023. Non-GAAP core earnings were $800 million, or $0.37 per share, compared with $615 million, or $0.29 per share, a year earlier. Management attributed the GAAP increase mainly to higher customer capital investment approved in the 2023 General Rate Case, along with non-fuel O&M savings net of reinvestment and lower Wildfire Fund amortization expense following an extension of the estimated coverage period from 15 to 20 years. For 2024, PG&E raised its GAAP EPS guidance to $1.15 to $1.20 per share from $1.10 to $1.14, and reaffirmed non-GAAP core EPS guidance of $1.33 to $1.37 per share. The company stated it forecasts no equity needs in 2024. It also presented a 2024-2028 financing plan that funds $62 billion of safety and reliability capital expenditures, excludes a sale of the Utility's non-nuclear generation assets, and assumes up to $3 billion of potential equity needs over 2025 through 2028. The filing notes that the 8-K information is furnished rather than filed under Section 18 of the Exchange Act. It also includes a cautionary statement that actual results may differ materially from forward-looking statements, citing risks such as wildfires, regulatory outcomes, and substantial indebtedness.

Apr 25, 2024 8-K

PG&E 8-K Report, Corporate Update (Feb 28, 2024)

On February 28, 2024, Pacific Gas and Electric Company (the "Utility") completed the sale of three series of First Mortgage Bonds: $850,000,000 of 5.550% bonds due 2029, $1,100,000,000 of 5.800% bonds due 2034, and $300,000,000 of 6.750% bonds due 2053. The 2053 Bonds are part of the same series previously issued on January 6, 2023 and June 5, 2023, and after this offering the aggregate outstanding principal of the 2053 Bonds is $1,550,000,000. The filing is a Form 8-K under Item 8.01 (Other Events), so it reports a debt financing rather than operating results. The filing's exhibits include the Underwriting Agreement dated February 26, 2024 with Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp. and BofA Securities, Inc.; the Twenty-Fourth Supplemental Indenture dated February 28, 2024 covering the 2029 and 2034 Bonds, with The Bank of New York Mellon Trust Company, N.A. as Trustee; and an opinion of Hunton Andrews Kurth LLP dated February 28, 2024. The filing does not state the use of proceeds, pricing, or the effect on the Utility's overall leverage. For investors, the key takeaway is that the Utility raised a total of $2.25 billion in new long-term secured debt through the first mortgage bond market on this date, with the 2029, 2034 and 2053 maturities and coupons as listed above.

Feb 28, 2024 8-K

PG&E 8-K Report, Financial Results (Feb 22, 2024)

PG&E Corporation and its subsidiary Pacific Gas and Electric Company reported full-year 2023 results in a press release furnished under Item 2.02 of this Form 8-K. PG&E Corporation reported 2023 GAAP income available for common shareholders of $2,242 million, or $1.05 per diluted share, compared with $1,800 million, or $0.84 per share, in 2022. Non-GAAP core earnings were $2,630 million, or $1.23 per share, versus $2,343 million, or $1.10 per share, a year earlier. The company stated it delivered 2023 non-GAAP core EPS at the high end of its guidance range. Management attributed the year-over-year increase primarily to higher customer capital investment approved in the 2023 General Rate Case final decision, along with non-fuel operating and maintenance savings. For 2024, PG&E raised its GAAP EPS guidance to $1.10 to $1.14 per share (previously $1.08 to $1.12) and its non-GAAP core EPS guidance to $1.33 to $1.37 per share (previously $1.31 to $1.35). The company stated it issued no equity in 2023 and forecasts no equity needs in 2024. Five-year capital plan was increased to $62 billion through 2028, which the filing describes as a 20% increase, and management extended at least 9% non-GAAP core EPS growth guidance through 2027 and 2028. The presentation furnished as Exhibit 99.2 describes a rate base growth forecast of approximately 9.5% CAGR from 2023 through 2028, and a 2023 non-fuel O&M reduction of 5.5%. Non-core items totaled $388 million after tax, or $0.18 per share, for 2023. The filing's forward-looking statements cite wildfire liability, regulatory outcomes, and indebtedness among key risk factors.

Feb 22, 2024 8-K

Financial EventsSecurities & ListingExhibits & Filings

PG&E 8-K Report, Material Agreement (Dec 8, 2023)

PG&E Corporation entered into Amendment No. 3 to its Term Loan Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, dated December 8, 2023. The amendment extends the maturity date of the outstanding term loans to June 23, 2027 and reduces the applicable margin from 300 basis points to 250 basis points. Following voluntary prepayments of the term loans on December 4, 2023 and December 8, 2023, the aggregate principal outstanding under the Term Loan Credit Agreement is $500,000,000. In a separate disclosure, the company reports that on December 4, 2023 it issued $2,150,000,000 aggregate principal amount of 4.25% Senior Secured Convertible Notes due 2027 under an indenture with The Bank of New York Mellon Trust Company, N.A. as trustee and JPMorgan Chase Bank, N.A. as collateral agent. In connection with the amendment, the company delivered an irrevocable notice fixing the settlement method for future conversions of the notes to Combination Settlement with a Specified Dollar Amount of at least $1,000 per $1,000 principal amount of notes. The filing also notes that certain lenders under the Term Loan Credit Agreement and/or their affiliates have provided, and may in the future provide, investment banking, underwriting, lending, commercial banking and other advisory services to PG&E Corporation and Pacific Gas and Electric Company, for which they receive customary compensation.

Dec 8, 2023 8-K

PG&E 8-K Report, Financial Obligation (Dec 4, 2023)

PG&E Corporation filed this Form 8-K to report the completion, on December 4, 2023, of a private offering of $2,150,000,000 aggregate principal amount of 4.25% Convertible Senior Secured Notes due 2027, including the full exercise of the initial purchasers' option for an additional $250,000,000 of notes. The notes were sold under a purchase agreement dated November 29, 2023, to persons reasonably believed to be qualified institutional buyers under Rule 144A. Interest is payable semiannually on June 1 and December 1, beginning June 1, 2024, and the notes mature on December 1, 2027, unless earlier converted or repurchased. The notes are general senior secured obligations of PG&E Corporation, secured on a first lien basis by a pledge of its ownership interest in 100% of the common stock of Pacific Gas and Electric Company (the Utility). They are not initially guaranteed by the Utility or other subsidiaries and are structurally subordinated to all liabilities of the Utility and other subsidiaries. The initial conversion rate is 43.1416 shares per $1,000 principal amount, equal to an initial conversion price of approximately $23.18 per share, a premium of approximately 35.0% over the November 29, 2023 closing price. The company intends to settle conversions through combination settlement with a specified cash amount of $1,000 per $1,000 principal amount, and the notes cannot be redeemed by the company before maturity. Holders may require repurchase at 100% of principal plus accrued interest upon a Fundamental Change, subject to exceptions defined in the indenture. The maximum number of shares issuable on conversion, including any make-whole adjustments, is 125,218,365, subject to anti-dilution adjustments. The notes were sold without registration under the Securities Act in reliance on Section 4(a)(2) and Rule 144A.

Dec 4, 2023 8-K

PG&E 8-K Report, Corporate Update (Nov 30, 2023)

PG&E Corporation reported on Form 8-K, dated November 29, 2023 and signed November 30, 2023, that it upsized and priced a private offering to qualified institutional buyers under Rule 144A of $1.9 billion aggregate principal amount of 4.25% Convertible Senior Secured Notes due 2027, an increase of $400 million over the previously announced offering size. The initial purchasers also received an option to buy up to an additional $250 million of notes within a 13-day settlement period. The sale is expected to close on December 4, 2023, subject to customary closing conditions. The company expects net proceeds of approximately $1.876 billion (or approximately $2.123 billion if the option is exercised in full). PG&E Corporation intends to use these proceeds, plus cash on hand, to prepay $1.9 billion of loans outstanding under its $2.75 billion secured term loan credit agreement entered into in June 2020. If the option is exercised, up to $250 million of additional term loan borrowings would be prepaid. Borrowings under that term loan totaled approximately $2.66 billion on November 24, 2023, bearing a floating rate of approximately 8.44% per annum, and the facility matures June 23, 2025, unless extended. The notes will be general senior secured obligations of the holding company, secured on a first lien basis by its pledge of 100% of the common stock of Pacific Gas and Electric Company (the Utility). They will not initially be guaranteed by the Utility or other subsidiaries and will be structurally subordinated to the Utility's obligations. The conversion price is approximately $23.18 per share, a premium of approximately 35.0% over the November 29, 2023 closing price, and the notes cannot be redeemed by the company before maturity on December 1, 2027.

Nov 30, 2023 8-K

Regulation FDOther EventsExhibits & Filings

PG&E 8-K Report, Corporate Update (Nov 29, 2023)

PG&E Corporation announced on November 29, 2023 that it intends to offer, in a private Rule 144A placement, $1.5 billion aggregate principal amount of Convertible Senior Secured Notes due 2027, with an option for initial purchasers to buy up to an additional $225 million. The company intends to use the net proceeds to repay a portion of the loans outstanding under its $2.75 billion secured term loan credit agreement entered into in June 2020. As of November 24, 2023, borrowings under that term loan totaled approximately $2.66 billion, bearing a floating rate of approximately 8.44% per annum, and the term loan matures June 23, 2025 unless extended. The notes would be general senior secured obligations of PG&E Corporation, secured on a first lien basis by its pledge of 100% of the common stock of Pacific Gas and Electric Company (the Utility). They will not initially be guaranteed by the Utility or other subsidiaries, and are structurally subordinated to all liabilities of the Utility and other subsidiaries. The notes mature December 1, 2027, pay interest semiannually beginning June 1, 2024, and may not be redeemed by the company before maturity. Conversion settlement is planned as a combination of cash and shares, with a stated intent of paying a specified cash amount of $1,000 per $1,000 principal amount. Final interest rate and conversion terms will be set at pricing. The filing also states that PG&E Corporation regularly evaluates the capital markets and may opportunistically pursue an extension of its HoldCo Term Loan Credit Agreement, potentially as early as shortly after pricing the notes, with any extension expected to keep a maturity date earlier than the convertible notes. The company gave no assurance that such an extension will occur or on what terms.

Nov 29, 2023 8-K

PG&E 8-K Report, Regulation FD Disclosure (Nov 28, 2023)

PG&E Corporation and Pacific Gas and Electric Company furnished a slide presentation dated November 28, 2023 that narrows the company's 2023 non-GAAP core earnings per share guidance to $1.20 - $1.23 (from $1.20 - $1.23 range shown as the updated 2023 figure) and initiates 2024 non-GAAP core EPS guidance of $1.31 - $1.35. The company also reports that the California Public Utilities Commission issued a final decision on November 17, 2023 in the Utility's 2023 general rate case, Phase 1 Tracks 1 and 2, authorizing a Track 1 revenue requirement of $13.52 billion for 2023 and $14.24 billion for 2024, versus $15.41 billion and $16.34 billion requested. The decision also reduces authorized weighted-average GRC rate base to $45.8 billion for 2023 and $48.8 billion for 2024, compared with requests of $50.4 billion and $55.4 billion, and authorizes 1,230 miles of undergrounding and 778 miles of covered conductor for the GRC period. The filing also discloses that the Utility filed a license renewal application for the Diablo Canyon nuclear plant with the Nuclear Regulatory Commission on November 7, 2023, and that the Utility cannot predict the timing or outcome of that application. The FD denies recovery through this GRC of several capital costs, including $0.9 billion tied to moving the corporate headquarters, $1.1 billion for rebuilding after the 2018 Camp fire, $1.3 billion in memorandum-account costs and $0.7 billion for gas AMI module replacement, while allowing future recovery requests. The Track 2 settlement adds a $221 million revenue requirement recoverable over 2023 and 2024. The presentation also states that the company reinstated its common stock dividend in November 2023 and identifies its non-GAAP core EPS assumptions, rate base composition and key forward-looking risks, including wildfire exposure and Wildfire Fund sufficiency. Items are furnished under Regulation FD and are not deemed filed under Section 18 of the Exchange Act.

Nov 28, 2023 8-K

PG&E 8-K Report, Material Agreement (Nov 20, 2023)

PG&E Corporation and Pacific Gas and Electric Company filed this Current Report to disclose that on November 15, 2023, the Utility entered into a Bridge Term Loan Credit Agreement with Barclays Bank PLC, as administrative agent, and the lenders party to it. The Utility borrowed the full $2.1 billion in term loans on that date, and the loans mature on August 15, 2024. The loans bear interest at either Term SOFR plus a 0.10% credit spread adjustment and an applicable margin of 1.25%, or an alternative base rate plus an applicable margin of 0.25%, at the Utility's election. The Utility must prepay the loans with 100% of net cash proceeds from any debt issued or incurred by its subsidiary, Pacific Generation LLC. The Utility's obligations are secured by a first mortgage bond issued under a Twenty-Second Supplemental Indenture to the Mortgage Indenture, which ranks pari passu with its other first mortgage bonds. The agreement includes customary covenants limiting liens, sale and leaseback transactions, fundamental changes, swap agreements and modifications to the Mortgage Indenture. It also requires a ratio of total consolidated debt to consolidated capitalization of no greater than 65% at each fiscal quarter end. Events of default include cross-defaults on specified other debt over $200 million, and insolvency-related defaults make amounts outstanding immediately payable.

Nov 20, 2023 8-K

PG&E 8-K Report, Corporate Update (Nov 8, 2023)

PG&E Corporation and Pacific Gas and Electric Company filed this Current Report on Form 8-K dated November 8, 2023, under Item 8.01 (Other Events). The filing states that on November 8, 2023, Pacific Gas and Electric Company completed the sale of $800,000,000 aggregate principal amount of 6.950% First Mortgage Bonds due 2034 (the "Mortgage Bonds"). The offering was made under an underwriting agreement dated November 6, 2023 with BNP Paribas Securities Corp., Mizuho Securities USA LLC and MUFG Securities Americas Inc. The bonds were issued under a Twenty-First Supplemental Indenture dated November 8, 2023 between Pacific Gas and Electric Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. Hunton Andrews Kurth LLP delivered a legal opinion dated November 8, 2023 covering the securities. For investors, the key facts are the size of the issuance ($800 million), its fixed coupon (6.950%), and its maturity (2034). The filing itself does not describe the use of proceeds or any other financial results; its exhibits are the underwriting agreement, indenture, legal opinion and XBRL cover page data.

Nov 8, 2023 8-K