[8-K] PG&E Corp Reports Material Event

Rhea-AI Filing Summary

Pacific Gas and Electric Company entered into a $500,000,000 Term Loan Credit Agreement dated September 24, 2025, and borrowed the full amount that day. The loans mature on September 23, 2026, and bear interest at either Term SOFR + 1.25% or an alternative base rate + 0.25% depending on the borrower’s election. The Utility secured the obligations by issuing a first mortgage bond under a Thirtieth Supplemental Indenture, creating a first lien on substantially all real property and certain tangible personal property, ranking pari passu with its other first mortgage bonds. The Credit Agreement contains customary covenants and restricts liens, sale-leaseback transactions, fundamental changes, swaps and Mortgage Indenture modifications. It also requires the Utility to maintain a total consolidated debt to consolidated capitalization ratio of no greater than 65% at each fiscal quarter end and contains standard default and cross-default provisions.

Positive

• $500,000,000 immediate liquidity provided to the Utility
• Secured by a first mortgage bond that ranks pari passu with other first mortgage bonds
• Standard covenants that can limit incremental leverage, including a 65% debt-to-capital ratio

Negative

• Short maturity of the facility (one year), requiring refinancing or repayment by September 23, 2026
• Cross-default provisions tied to other debt > $200 million could accelerate repayment obligations
• Insolvency, bankruptcy or receivership events cause immediate acceleration of amounts outstanding

Insights

Corporate Finance Analyst

TL;DR: PG&E’s $500M one-year term loan provides near-term liquidity secured by first mortgage bonds with a 65% debt-to-capital covenant.

The facility is a short-dated, secured term loan maturing in September 2026 that the Utility fully drew on closing. Interest is variable with a SOFR-based option or an alternative base rate option, creating modest interest-rate exposure. The security package—first mortgage bond under a supplemental indenture—places the lenders on parity with existing first mortgage bondholders for covered assets. The 65% consolidated debt-to-capital covenant and cross-default thresholds are covenant features that can limit incremental leverage and trigger acceleration on specified defaults.

Risk & Compliance Specialist

TL;DR: The agreement includes typical default mechanics and secured collateral; insolvency events cause immediate acceleration.

The Credit Agreement contains standard protections for lenders, including acceleration on insolvency, bankruptcy or receivership and cross-default provisions tied to other debt over $200 million. These provisions increase lender remedies in stressed scenarios. The description references customary limits on liens, sale-leasebacks, swaps and fundamental changes, and requires parity-ranking collateral under the Thirtieth Supplemental Indenture. The full Credit Agreement text is filed as Exhibit 10.1 for complete terms.

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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 24, 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 1.01. Entry into a Material Definitive Agreement

On September 24, 2025, Pacific Gas and Electric Company (the “Utility”), the several lenders and other financial institutions or entities party thereto from time to time and Wells Fargo Bank, National Association, as administrative agent (the “Administrative Agent”), entered into a $500,000,000 Term Loan Credit Agreement (the “Credit Agreement”). The loans under the Credit Agreement have a maturity date of September 23, 2026. The Utility borrowed the entire amount of the loans under the Credit Agreement on September 24, 2025.

Borrowings under the Credit Agreement bear interest based on the Utility’s election of either (1) Term SOFR plus an applicable margin of 1.25%, or (2) the alternative base rate plus an applicable margin of 0.25%.

The Utility’s obligations under the Credit Agreement are secured by the issuance of a first mortgage bond, issued pursuant to the Thirtieth Supplemental Indenture to the Mortgage Indenture (each as defined herein), secured by a first lien on substantially all of the Utility’s real property and certain tangible personal property related to its facilities, subject to certain exceptions, and which will rank pari passu with the Utility’s other first mortgage bonds.

The Credit Agreement includes usual and customary provisions for term loan agreements of this type, including covenants limiting, with certain exceptions, (1) liens, (2) sale and leaseback transactions, (3) fundamental changes, (4) entering into swap agreements and (5) modifications to the Mortgage Indenture. In addition, the Credit Agreement requires that the Utility maintain a ratio of total consolidated debt to consolidated capitalization of no greater than 65% as of the end of each fiscal quarter.

In the event of a default by the Utility under the Credit Agreement, including cross-defaults relating to specified other debt of the Utility or any of its significant subsidiaries in excess of $200 million, the Administrative Agent may, with the consent of the required lenders (or upon the request of the required lenders, shall), declare the amounts outstanding under the Credit Agreement, including all accrued interest, payable immediately. For events of default relating to insolvency, bankruptcy or receivership, the amounts outstanding under the Credit Agreement become payable immediately.

The foregoing description is qualified in its entirety by reference to the full text of the Credit Agreement, which is attached as Exhibit 10.1 hereto and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 is incorporated into this Item 2.03 by reference.

Item 8.01. Other Events

In connection with the execution of the Credit Agreement, on September 24, 2025, the Utility and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) under that certain Indenture of Mortgage, dated as of June 19, 2020 (as amended and supplemented, the “Mortgage Indenture”), between the Utility and the Trustee entered into a Thirtieth Supplemental Indenture to the Mortgage Indenture (the “Thirtieth Supplemental Indenture”), in order to issue a collateral bond to secure the Utility’s obligations under the Credit Agreement.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
4.1		Thirtieth Supplemental Indenture, dated as of September 24, 2025, relating to the collateral bond, between the Utility and the Trustee (including the form of collateral bond)
10.1		Term Loan Credit Agreement, dated as of September 24, 2025, among Pacific Gas and Electric Company, the several lenders from time to time parties thereto and Wells Fargo Bank, National Association, as Administrative Agent
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: September 24, 2025				By:		/s/ Carolyn J. Burke
				Name:		Carolyn J. Burke
				Title:		Executive Vice President and Chief Financial Officer
				PACIFIC GAS AND ELECTRIC COMPANY
Date: September 24, 2025				By:		/s/ Margaret K. Becker
				Name:		Margaret K. Becker
				Title:		Vice President, Internal Audit and Treasurer

FAQ

What did PG&E (PCG) borrow on September 24, 2025?

The Utility borrowed the entire $500,000,000 available under a Term Loan Credit Agreement dated September 24, 2025.

When does the PG&E term loan mature?

The loans under the Credit Agreement mature on September 23, 2026.

What interest rates apply to the loan?

Borrowings bear interest at either Term SOFR + 1.25% or an alternative base rate + 0.25%, at the Utility’s election.

What collateral secures the loan?

The Utility’s obligations are secured by a first mortgage bond issued under the Thirtieth Supplemental Indenture, granting a first lien on substantially all real property and certain tangible personal property related to facilities.

Are there financial covenants in the Credit Agreement?

Yes. The Credit Agreement requires the Utility to maintain a total consolidated debt to consolidated capitalization ratio of no greater than 65% at the end of each fiscal quarter.

What events can trigger acceleration under the loan?

Defaults, including specified cross-defaults to other debt over $200 million, and insolvency, bankruptcy or receivership events can lead to acceleration of amounts outstanding.