PG&E (NYSE: PCG) issues $1,000,000,000 6.850% junior notes due 2056

Rhea-AI Filing Summary

PG&E Corporation reported that it completed the sale of $1,000,000,000 aggregate principal amount of 6.850% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056. The notes were issued under an existing subordinated note indenture, as amended by a Second Supplemental Indenture with The Bank of New York Mellon Trust Company, N.A. as trustee.

The company also filed the underwriting agreement, the Second Supplemental Indenture (including the form of the notes), and related legal opinions and consents as exhibits, providing further legal and structural details of this long-dated subordinated financing.

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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 17, 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 per share		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 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 (the “Notes”), pursuant to a Subordinated Note Indenture, dated as of September 11, 2024 (the “Original Indenture”), as previously amended and supplemented and as further amended and supplemented by the Second Supplemental Indenture, dated as of February 19, 2026 (the “Second Supplemental Indenture”, together with the Original Indenture, the “Indenture”), between PG&E Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee. For further information concerning the Notes, 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 17, 2026, by and among PG&E Corporation, Barclays Capital Inc., BofA Securities, Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC
4.1		Second Supplemental Indenture, dated as of February 19, 2026 between PG&E Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee (including the form of the Notes)
5.1		Opinion of Hunton Andrews Kurth LLP, dated February 19, 2026
8.1		Opinion of Hunton Andrews Kurth LLP, dated February 19, 2026
23.1		Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.1 above)
23.2		Consent of Hunton Andrews Kurth LLP (included in Exhibit 8.1 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 19, 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 19, 2026		By:		/s/ Stephanie N. Williams
		Name:		Stephanie N. Williams
		Title:		Vice President, Chief Financial Officer and Controller

FAQ

What did PG&E Corporation (PCG) disclose in this 8-K filing?

PG&E Corporation disclosed that it completed the sale of $1,000,000,000 principal amount of 6.850% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056, documenting the transaction through a supplemental indenture and related underwriting and legal opinion exhibits.

What type of securities did PG&E Corporation (PCG) issue?

PG&E Corporation issued 6.850% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056 with an aggregate principal amount of $1,000,000,000. These are long-term subordinated debt securities governed by an existing subordinated note indenture as further amended by a Second Supplemental Indenture.

When did PG&E Corporation (PCG) complete the $1,000,000,000 notes sale?

PG&E Corporation completed the sale of the $1,000,000,000 aggregate principal amount of junior subordinated notes on February 19, 2026. That date is also the date of the Second Supplemental Indenture that, together with the original indenture, governs the terms of these notes.

What is the interest rate and maturity on PG&E Corporation’s new notes?

The new PG&E Corporation notes carry a 6.850% Fixed-to-Fixed Reset Rate and mature in 2056. Their detailed terms are set out in the subordinated note indenture, as supplemented on February 19, 2026, and in the form of notes filed as an exhibit.

Who is the trustee for PG&E Corporation’s 6.850% junior subordinated notes?

The trustee for these junior subordinated notes is The Bank of New York Mellon Trust Company, N.A. It serves under the original subordinated note indenture dated September 11, 2024, as amended and supplemented, including the Second Supplemental Indenture for this $1,000,000,000 issuance.

Which key agreements related to PG&E (PCG) notes are filed as exhibits?

The filing includes the underwriting agreement dated February 17, 2026, the Second Supplemental Indenture dated February 19, 2026 (with the form of the notes), and legal opinions and consents from Hunton Andrews Kurth LLP, providing legal support and documentation for the $1,000,000,000 junior subordinated notes.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-1.1 EX-1.1 157.4 KB
• EX-4.1 EX-4.1 167.1 KB
• EX-5.1 EX-5.1 9.3 KB
• EX-8.1 EX-8.1 14.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 90.3 KB