PG&E Corporation (PCG) utility sells $1.7B in First Mortgage Bonds due 2032, 2036
Rhea-AI Filing Summary
Pacific Gas and Electric Company, a subsidiary of PG&E Corporation, entered into an Underwriting Agreement on July 27, 2026 for a new debt offering. The company issued $700,000,000 of 5.250% First Mortgage Bonds due 2032 and $1,000,000,000 of 5.850% First Mortgage Bonds due 2036 (together, the Mortgage Bonds). The sale of these Mortgage Bonds was completed on August 4, 2026. Related documents, including the underwriting agreement and a Thirty-Fifth Supplemental Indenture with The Bank of New York Mellon Trust Company, N.A. as trustee, are filed as exhibits.
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8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
2032 Bonds size: $700,000,000 aggregate principal amount
2036 Bonds size: $1,000,000,000 aggregate principal amount
2032 coupon rate: 5.250%
+3 more
6 metrics
2032 Bonds size
$700,000,000 aggregate principal amount
5.250% First Mortgage Bonds due 2032
2036 Bonds size
$1,000,000,000 aggregate principal amount
5.850% First Mortgage Bonds due 2036
2032 coupon rate
5.250%
Interest rate on First Mortgage Bonds due 2032
2036 coupon rate
5.850%
Interest rate on First Mortgage Bonds due 2036
Underwriting Agreement date
July 27, 2026
Date Utility entered into Underwriting Agreement
Closing date
August 4, 2026
Date sale of Mortgage Bonds was completed
Key Terms
First Mortgage Bonds, Underwriting Agreement, Thirty-Fifth Supplemental Indenture, Mandatory Convertible Preferred Stock, +1 more
5 terms
First Mortgage Bonds financial
"aggregate principal amount of 5.250% First Mortgage Bonds due 2032"
First mortgage bonds are debt securities backed by a company’s property, granting bondholders the primary legal claim to that real estate if the issuer cannot pay. Think of them as being first in line for repayment, like a homeowner’s mortgage lender who gets paid before other creditors. For investors, this priority and the tangible collateral typically make these bonds less risky than unsecured debt, which can mean lower yields but greater protection in bankruptcy.
Underwriting Agreement financial
"entered into an Underwriting Agreement for the issue and sale"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
Thirty-Fifth Supplemental Indenture regulatory
"Thirty-Fifth Supplemental Indenture, dated as of August 4, 2026"
Mandatory Convertible Preferred Stock financial
"6.000% Series A Mandatory Convertible Preferred Stock, no par value"
A mandatory convertible preferred stock is a type of investment that pays regular income like a preferred share but is designed to automatically turn into a set number of common shares at a future date, much like a timed coupon that becomes company ownership. It matters to investors because it combines a near-term income stream with a guaranteed future increase in the company’s share count, which can dilute existing owners and change earnings-per-share and voting balance.
Trustee financial
"between Pacific Gas and Electric Company and The Bank of New York Mellon Trust Company, N.A., as Trustee"
A trustee is a person or institution legally appointed to hold and manage assets or enforce an agreement on behalf of other people (beneficiaries). Think of a trustee as a neutral referee or custodian who must act in the beneficiaries’ best interests, follow the trust or contract rules, and handle distributions, recordkeeping and enforcement. Investors care because a trustworthy trustee protects their rights, ensures promised payments or remedies are delivered, and can influence recoveries if things go wrong.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What debt securities did PG&E Corporation (PCG) announce in this 8-K?
PG&E’s utility subsidiary issued $700,000,000 of 5.250% First Mortgage Bonds due 2032 and $1,000,000,000 of 5.850% First Mortgage Bonds due 2036. These two tranches are collectively referred to as the Mortgage Bonds.
When did Pacific Gas and Electric Company (PCG) complete the sale of the new Mortgage Bonds?
The sale of the Mortgage Bonds was completed on August 4, 2026. The Underwriting Agreement for the offering was entered into on July 27, 2026, and closing occurred after that date as disclosed.
What are the coupon rates on the new PG&E (PCG) Mortgage Bonds?
The 2032 First Mortgage Bonds carry a 5.250% coupon, while the 2036 First Mortgage Bonds carry a 5.850% coupon. Both are secured First Mortgage Bonds issued by Pacific Gas and Electric Company.
What are the maturities of the new PG&E (PCG) First Mortgage Bonds?
Pacific Gas and Electric Company issued First Mortgage Bonds maturing in 2032 and 2036. Specifically, they are designated as the 5.250% First Mortgage Bonds due 2032 and the 5.850% First Mortgage Bonds due 2036.
Which financial institutions underwrote the new PG&E (PCG) Mortgage Bonds?
The Underwriting Agreement is between Pacific Gas and Electric Company and Barclays Capital Inc., BMO Capital Markets Corp., J.P. Morgan Securities LLC, and SMBC Nikko Securities America, Inc., which served as underwriters for the Mortgage Bonds.
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: July 27, 2026
(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 | |||
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(Address of principal executive offices) (Zip Code) |
(Address of principal executive offices) (Zip Code) | |
( |
( | |
(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 | ||
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 July 27, 2026, Pacific Gas and Electric Company (the “Utility”) entered into an Underwriting Agreement for the issue and sale of (i) $700,000,000 aggregate principal amount of 5.250% First Mortgage Bonds due 2032 (the “2032 Bonds”) and (ii) $1,000,000,000 aggregate principal amount of 5.850% First Mortgage Bonds due 2036 (the “2036 Bonds”, together with the 2032 Bonds, the “Mortgage Bonds”). On August 4, 2026, 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 |
Description | |
| 1.1 | Underwriting Agreement, dated as of July 27, 2026, by and among Pacific Gas and Electric Company, Barclays Capital Inc., BMO Capital Markets Corp., J.P. Morgan Securities LLC, and SMBC Nikko Securities America, Inc. | |
| 4.1 | Thirty-Fifth Supplemental Indenture, dated as of August 4, 2026, 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 2036 Bonds) | |
| 5.1 | Opinion of Hunton Andrews Kurth LLP, dated August 4, 2026 | |
| 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 | ||||||
| Date: August 4, 2026 | By: | /s/ Carolyn J. Burke | ||||
| Name: | Carolyn J. Burke | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
| PACIFIC GAS AND ELECTRIC COMPANY | ||||||
| Date: August 4, 2026 | By: | /s/ Stephanie N. Williams | ||||
| Name: | Stephanie N. Williams | |||||
| Title: | Vice President, Chief Financial Officer and Controller | |||||