PG&E (PCG) files underwriting and indentures for 2028 & 2032 bonds

Pacific Gas and Electric Company filed an Form 8-K disclosing capital markets and legal documents dated September and October 2025.

Rhea-AI Filing Summary

Pacific Gas and Electric Company filed an Form 8-K disclosing capital markets and legal documents dated September and October 2025. The filing lists an Underwriting Agreement dated September 30, 2025 among the company and several underwriters and supplemental indentures: a Thirty-First Supplemental Indenture (Oct 2, 2025) covering the 2032 Bonds and 2055 Bonds, and a Twenty-Ninth Supplemental Indenture (June 4, 2025) for the 2028 Bonds. The filing includes an opinion and consent from Hunton Andrews Kurth LLP and signatures from the company’s CFO Carolyn J. Burke and VP/Treasurer Margaret K. Becker. The document primarily catalogs executed bond and legal documents rather than financial metrics.

Positive

• Underwriting Agreement dated Sep 30, 2025 executed with multiple underwriters
• Supplemental indentures for 2028, 2032, and 2055 bonds are in place, providing legal structure for securities
• Counsel opinion and consent from Hunton Andrews Kurth LLP included, supporting legal compliance
• Senior officers (CFO and VP/Treasurer) signed the filing, indicating corporate authorization

Negative

• None.

Insights

Debt Markets Attorney

TL;DR: Filing documents debt issuance mechanics and counsel opinions.

The Form 8-K records executed transaction documents: an Underwriting Agreement (Sep 30, 2025) and supplemental indentures for the 2028, 2032, and 2055 bonds. The inclusion of counsel's opinion and consent is standard to support legal aspects of the securities offering.

This matters because these exhibits are the binding legal framework for any new bond securities and show the company completed required documentation and corporate sign-offs on or before Oct 2, 2025.

Debt Markets Analyst

TL;DR: Evidence of bond issuance activity but no amounts disclosed.

The filing lists supplemental indentures tied to specific maturity years (2028, 2032, 2055) and an underwriting agreement with major banks, indicating planned or completed debt offerings.

Because no principal amounts, interest rates, or use-of-proceeds are provided in the disclosed text, investors cannot assess immediate financial impact or size of the issuance from this filing alone.

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, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What documents did PG&E (PCG) file on this Form 8-K?

The filing lists an Underwriting Agreement (Sep 30, 2025), a Thirty-First Supplemental Indenture (Oct 2, 2025) for the 2032 and 2055 Bonds, a Twenty-Ninth Supplemental Indenture (Jun 4, 2025) for the 2028 Bonds, and counsel opinion and consent from Hunton Andrews Kurth LLP.

Does the 8-K disclose bond principal amounts or interest rates for the 2028, 2032, or 2055 bonds?

No. The provided text lists the underwriting agreement and supplemental indentures but does not state principal amounts, coupon rates, or terms.

Which PG&E executives signed the Form 8-K?

The filing is signed by Carolyn J. Burke, Executive Vice President and Chief Financial Officer, and Margaret K. Becker, Vice President, Internal Audit and Treasurer, dated Oct 2, 2025.

Is there legal counsel opinion included in the filing?

Yes. The filing includes an Opinion of Hunton Andrews Kurth LLP dated Oct 2, 2025 and the counsel’s written consent.

Does this 8-K include financial statements or earnings information?

No. The disclosed content does not include financial statements, earnings data, or material financial metrics.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/02/2025 - 04:16 PM EDT Learn about SEC filing dates

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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: 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
Date: October 2, 2025				By:		/s/ Carolyn J. Burke
				Name:		Carolyn J. Burke
				Title:		Executive Vice President and Chief Financial Officer

				PACIFIC GAS AND ELECTRIC COMPANY
Date: October 2, 2025				By:		/s/ Margaret K. Becker
				Name:		Margaret K. Becker
				Title:		Vice President, Internal Audit and Treasurer