New long-term mortgage bonds issued by PG&E Corporation (NYSE: PCG) utility

Rhea-AI Filing Summary

PG&E Corporation’s utility subsidiary is raising long-term debt through new first mortgage bonds. On February 18, 2026, Pacific Gas and Electric Company entered an underwriting agreement to issue $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 2029 bonds are an add-on to an existing series first issued on June 5, 2023, bringing total 2029 bonds outstanding to $1,250,000,000 after this offering. The utility completed the sale of all three bond series on February 20, 2026, with related underwriting and indenture documents filed as exhibits.

Insights

Credit and capital structure analyst

PG&E’s utility locks in large, laddered bond financing at fixed rates.

Pacific Gas and Electric Company has issued multiple first mortgage bond tranches: $400,000,000 at 6.100% due 2029, $1,000,000,000 at 5.200% due 2036, and $800,000,000 at 6.000% due 2056. These bonds are secured obligations of the utility.

The 2029 tranche increases an existing series started on June 5, 2023, taking that series to $1,250,000,000 outstanding. Staggered maturities in 2029, 2036, and 2056 spread future refinancing points across decades, which can shape the company’s long-term interest expense profile.

Key documents include the underwriting agreement and supplemental indentures that define collateral and covenants. Future company filings may clarify how this additional secured debt interacts with overall leverage targets, regulatory frameworks, and capital investment plans at the utility level.

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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: February 18, 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
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 February 18, 2026, 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 6.100% First Mortgage Bonds due 2029 (the “2029 Bonds”), (ii) $1,000,000,000 aggregate principal amount of 5.200% First Mortgage Bonds due 2036 (the “2036 Bonds”) and (iii) $800,000,000 aggregate principal amount of 6.000% First Mortgage Bonds due 2056 (the “2056 Bonds”, together with the 2029 Bonds and the 2036 Bonds, the “Mortgage Bonds”). The 2029 Bonds are part of the same series of debt securities issued by the Utility on June 5, 2023. Upon completion of this offering, the aggregate principal amount of outstanding 2029 Bonds is $1,250,000,000. On February 20, 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 No.		Description
1.1		Underwriting Agreement, dated as of February 18, 2026, by and among Pacific Gas and Electric Company, BMO Capital Markets Corp., BofA Securities, Inc., SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC
4.1		Thirty-Third Supplemental Indenture, dated as of February 20, 2026, relating to the 2036 Bonds and the 2056 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 2036 Bonds and the 2056 Bonds)
4.2		Twentieth Supplemental Indenture, dated as of June 5, 2023, relating to the 2029 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 2029 Bonds) (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated June 5, 2023 (File No. 1-12609), Exhibit 4.1)
5.1		Opinion of Hunton Andrews Kurth LLP, dated February 20, 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: February 20, 2026				By:		/s/ Carolyn J. Burke
						Name: Carolyn J. Burke
						Title: Executive Vice President and Chief Financial Officer
				PACIFIC GAS AND ELECTRIC COMPANY
Date: February 20, 2026				By:		/s/ Stephanie N. Williamis
						Name: Stephanie N. Williams
						Title: Vice President, Chief Financial Officer and Controller

FAQ

What did PG&E Corporation’s utility disclose in this 8-K filing?

Pacific Gas and Electric Company disclosed it entered an underwriting agreement and completed the sale of new First Mortgage Bonds with maturities in 2029, 2036, and 2056, expanding its secured long-term debt financing profile.

How much of each bond series did Pacific Gas and Electric Company (PCG) issue?

The utility issued $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 under the underwriting agreement.

When did PG&E’s utility complete the sale of the new mortgage bonds?

Pacific Gas and Electric Company completed the sale of the new First Mortgage Bonds on February 20, 2026, two days after entering the underwriting agreement, according to the disclosed other events section.

What is the total amount outstanding of PG&E’s 2029 First Mortgage Bonds after this deal?

After this issuance, the aggregate principal amount of Pacific Gas and Electric Company’s 2029 First Mortgage Bonds, originally issued on June 5, 2023, increased to $1,250,000,000 outstanding as stated in the disclosure.

Which key legal documents related to the PG&E (PCG) bond issuance are attached?

Attached exhibits include the Underwriting Agreement, a Thirty-Third Supplemental Indenture for the 2036 and 2056 bonds, a Twentieth Supplemental Indenture for the 2029 bonds, and a legal opinion and consent from Hunton Andrews Kurth LLP.

Who acted as underwriters for Pacific Gas and Electric Company’s new bonds?

Underwriters named in the agreement are BMO Capital Markets Corp., BofA Securities, Inc., SMBC Nikko Securities America, Inc., and Wells Fargo Securities, LLC, which arranged the issuance and sale of the mortgage bonds.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-1.1 EX-1.1 702.3 KB
• EX-4.1 EX-4.1 667.5 KB
• EX-5.1 EX-5.1 9.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 90.3 KB