PG&E director granted 1,849 phantom stock units

PG&E Corp director Leo P. Denault reported an acquisition of phantom stock units as deferred compensation.

Rhea-AI Filing Summary

PG&E Corp director Leo P. Denault reported an acquisition of phantom stock units as deferred compensation. He received 1,849.74 phantom stock units tied to PG&E common stock at an indicated value of $17.57 per unit, increasing his phantom stock balance to 9,012.03 units. Each phantom share is economically equivalent to one share of common stock and will be paid in cash when his board service ends. The award was made under the Deferred Compensation Plan for Non-Employee Directors and includes 22.62 units credited on January 15, 2026 through a dividend reinvestment feature.

Insider Trade Summary

Grant/Award: 1,849.74 shares

Grant/Award 1 txn

Insider DENAULT LEO P

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	1,849.74	$17.57	$32K

Holdings After Transaction: Phantom Stock — 9,012.03 contracts (Direct)

Footnotes (3)

1. F1. Each share of phantom stock is the economic equivalent of one share of common stock and becomes payable in cash upon the reporting person's termination of service as a director.
2. F2. Phantom stock acquired upon deferral of compensation under the Deferred Compensation Plan for Non-Employee Directors, exempt under Rule 16b-3(d).
3. F3. This total includes 22.62 units of phantom stock acquired on 1/15/2026 pursuant to a dividend reinvestment feature of the Deferred Compensation Plan for Non-Employee Directors.

Key Figures

Phantom stock units granted: 1,849.74 units Phantom stock reference price: $17.57 per unit Total phantom stock after transaction: 9,012.03 units +2 more

5 metrics

Phantom stock units granted 1,849.74 units Grant/award on March 31, 2026

Phantom stock reference price $17.57 per unit Value used for new phantom stock grant

Total phantom stock after transaction 9,012.03 units Holdings following the March 31, 2026 award

Dividend reinvestment units 22.62 units Phantom stock acquired on January 15, 2026 via dividend reinvestment

Conversion ratio 1 unit = 1 common share equivalent Each phantom stock share is economically equivalent to one PG&E common share

Key Terms

Phantom Stock, Deferred Compensation Plan for Non-Employee Directors, Rule 16b-3(d)

3 terms

Phantom Stock financial

"Each share of phantom stock is the economic equivalent of one share of common stock"

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

Deferred Compensation Plan for Non-Employee Directors financial

"Phantom stock acquired upon deferral of compensation under the Deferred Compensation Plan for Non-Employee Directors"

Rule 16b-3(d) regulatory

"Deferred Compensation Plan for Non-Employee Directors, exempt under Rule 16b-3(d)."

Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.

FAQ

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

What did PG&E Corp (PCG) director Leo P. Denault report on this Form 4?

Leo P. Denault reported receiving 1,849.74 phantom stock units linked to PG&E common stock. These units were granted as deferred director compensation, increasing his total phantom stock holdings to 9,012.03 units under the company’s non-employee director deferred compensation plan.

What is phantom stock in the context of PG&E Corp (PCG)?

Phantom stock is a cash-settled award whose value mirrors PG&E common stock on a one-for-one basis. For Denault, each phantom unit is economically equivalent to one share and will be paid in cash when his service as a director terminates, rather than delivering actual shares.

How many phantom stock units does Leo P. Denault hold after this transaction at PG&E Corp (PCG)?

After this transaction, Leo P. Denault holds 9,012.03 phantom stock units. This total reflects the new 1,849.74-unit award plus prior phantom stock holdings, including small increments credited through the plan’s dividend reinvestment feature for non-employee directors.

How were the new PG&E Corp (PCG) phantom stock units for Leo P. Denault valued?

The new phantom stock units are recorded at $17.57 per unit for 1,849.74 units. This value reflects the reference price used in the deferred compensation plan and determines the notional value of his cash-settled phantom stock award tied to PG&E’s common shares.

What role did dividend reinvestment play in Leo P. Denault’s PG&E (PCG) phantom stock holdings?

Dividend reinvestment added 22.62 phantom stock units to Denault’s balance on January 15, 2026. These units were credited automatically under the Deferred Compensation Plan for Non-Employee Directors, reflecting reinvested dividends rather than a separate discretionary grant or open-market transaction.

When will Leo P. Denault receive payment for his PG&E Corp (PCG) phantom stock units?

Denault’s phantom stock units become payable in cash when his service as a PG&E director ends. At that time, each unit’s value will be based on its economic equivalence to one share of PG&E common stock, as defined in the deferred compensation plan.

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

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Accepted by SEC EDGAR 04/01/2026 - 04:15 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DENAULT LEO P

(Last) (First) (Middle)

300 LAKESIDE DRIVE

(Street)

OAKLAND CALIFORNIA 94612

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
PG&E Corp [ PCG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(1)	03/31/2026		A		1,849.74(2)		(1)	(1)	Common Stock	1,849.74	$17.57	9,012.03(3)	D

Explanation of Responses:

1. Each share of phantom stock is the economic equivalent of one share of common stock and becomes payable in cash upon the reporting person's termination of service as a director.

2. Phantom stock acquired upon deferral of compensation under the Deferred Compensation Plan for Non-Employee Directors, exempt under Rule 16b-3(d).

3. This total includes 22.62 units of phantom stock acquired on 1/15/2026 pursuant to a dividend reinvestment feature of the Deferred Compensation Plan for Non-Employee Directors.

Remarks:

	/s/ Christine Zhang, attorney-in-fact for Leo P. Denault (Signed Power of Attorney on file with SEC)	04/01/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)