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

Reports
Other Events·Exhibits & Filings
Filing Date
Filed February 19, 2026
Period End
February 17, 2026
In the record · 2016–202610-K1310-Q338-K367

PCG filed 13 annual reports (10-K), 33 quarterly reports (10-Q) and 367 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Feb ’19Feb ’19
  2. Leadership change8-K · Mar ’21Mar ’21
  3. Leadership change8-K · Feb ’23Feb ’23
  4. Material agreement8-K · Jan ’25Jan ’25

01—Abstract

Summary

Summary of the 8-K filed February 19, 2026. Cited figures are marked; the original filing is the authoritative source.

PG&E Corporation completed the sale of $1,000,000,000a 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 billionb 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.

02—Key points

Key Highlights

  1. Completed 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.
  2. Notes issued under a Subordinated Note Indenture dated September 11, 2024, as amended by a Second Supplemental Indenture dated February 19, 2026.
  3. The Bank of New York Mellon Trust Company, N.A. serves as trustee.
  4. Underwriting Agreement dated February 17, 2026 with Barclays Capital Inc., BofA Securities, Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC.
  5. Filed jointly by PG&E Corporation and Pacific Gas and Electric Company under Item 8.01 (Other Events).
  6. Hunton Andrews Kurth LLP provided legal opinions (Exhibits 5.1 and 8.1) dated February 19, 2026, with related consents.

03—Questions

Frequently Asked Questions

  1. What securities were sold in this offering?

    PG&E Corporation sold $1,000,000,000 aggregate principal amount of 6.850% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056.

  2. When was the offering completed and under what documents?

    The offering was completed on February 19, 2026, under the Original Indenture dated September 11, 2024, as supplemented by the Second Supplemental Indenture dated February 19, 2026, with The Bank of New York Mellon Trust Company, N.A., as trustee.

  3. Who underwrote the notes?

    The notes were 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.

  4. What are the notes' key features?

    The notes are junior subordinated obligations with a fixed 6.850% rate initially, which resets under the terms of the Indenture, and mature in 2056. The full terms are set out in the Second Supplemental Indenture filed as Exhibit 4.1.

  5. What legal opinions accompany the filing?

    Hunton Andrews Kurth LLP issued opinions dated February 19, 2026, filed as Exhibit 5.1 and Exhibit 8.1, with consents filed as Exhibits 23.1 and 23.2.

04—Continue

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