PG&E Corp

Regulatory Filings • Oct 2, 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: September 30, 2025

(Date of earliest event reported)

Commission File Number	Exact Name of Registrant as specified in its charter	State or Other Jurisdiction of Incorporation or Organization	IRS Employer Identification Number
001-12609	PG&E CORPORATION	California	94-3234914
001-02348	PACIFIC GAS AND ELECTRIC COMPANY	California	94-0742640

●	●
300 Lakeside Drive	300 Lakeside Drive
Oakland , California 94612	Oakland , California 94612
(Address of principal executive offices) (Zip Code)	(Address of principal executive offices) (Zip Code)
(415) 973-1000	(415) 973-7000
(Registrant’s telephone number, including area code)	(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, no par value	PCG	The New York Stock Exchange
First preferred stock, cumulative, par value $25 per share, 6% nonredeemable	PCG-PA	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5.50% nonredeemable	PCG-PB	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5% nonredeemable	PCG-PC	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5% redeemable	PCG-PD	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5% series A redeemable	PCG-PE	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.80% redeemable	PCG-PG	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.50% redeemable	PCG-PH	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.36% redeemable	PCG-PI	NYSE American LLC
6.000% Series A Mandatory Convertible Preferred Stock, no par value	PCG-PrX	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company	PG&E Corporation	☐
Emerging growth company	Pacific Gas and Electric Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

PG&E Corporation	☐
Pacific Gas and Electric Company	☐

Item 8.01. Other Events

On September 30, 2025, Pacific Gas and Electric Company (the “Utility”) entered into an Underwriting Agreement for the issue and sale of (i) $400,000,000 aggregate principal amount of 5.000% First Mortgage Bonds due 2028 (the “2028 Bonds”), (ii) $850,000,000 aggregate principal amount of 5.050% First Mortgage Bonds due 2032 (the “2032 Bonds”) and (iii) $750,000,000 aggregate principal amount of 6.100% First Mortgage Bonds due 2055 (the “2055 Bonds”, together with the 2028 Bonds and the 2032 Bonds, the “Mortgage Bonds”). The 2028 Bonds are part of the same series of debt securities issued by the Utility on June 4, 2025. Upon completion of this offering, the aggregate principal amount of outstanding 2028 Bonds is $800,000,000. On October 2, 2025, the Utility completed the sale of the Mortgage Bonds. For further information concerning the Mortgage Bonds, refer to the exhibits attached to this report.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
1.1	Underwriting Agreement, dated as of September 30, 2025, by and among Pacific Gas and Electric Company, Barclays Capital Inc., BNP Paribas Securities Corp., MUFG Securities Americas Inc. and RBC Capital Markets, LLC
4.1	Thirty-First Supplemental Indenture, dated as of October 2, 2025, relating to the 2032 Bonds and the 2055 Bonds, between Pacific Gas and Electric Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (including the forms of the 2032 Bonds and the 2055 Bonds)
4.2	Twenty-Ninth Supplemental Indenture, dated as of June 4, 2025, relating to the 2028 Bonds, between Pacific Gas and Electric Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (including the form of the 2028 Bonds) (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated June 4, 2025 (File No. 1-12609), Exhibit 4.1)
5.1	Opinion of Hunton Andrews Kurth LLP, dated October 2, 2025
23.1	Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.1 above)
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

PG&E CORPORATION — By:	/s/ Carolyn J. Burke
Name:	Carolyn J. Burke
Title:	Executive Vice President and Chief Financial Officer

PACIFIC GAS AND ELECTRIC COMPANY — By:	/s/ Margaret K. Becker
Name:	Margaret K. Becker
Title:	Vice President, Internal Audit and Treasurer