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PG&E Corporation is offering $1,000,000,000 aggregate principal amount of 6.850% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056. The Notes bear interest at 6.850% through the first reset on September 15, 2031, then at a Five‑year U.S. Treasury Rate plus a 3.225% spread (with a floor of 6.850%) and mature on September 15, 2056.
The Notes accrue interest from February 19, 2026, are payable semi‑annually, may be deferred by PG&E for Optional Deferral Periods of up to 20 semi‑annual periods, are unsecured and subordinated to PG&E Corporation’s Senior Indebtedness, and will not be listed. Net proceeds are expected to be $990,000,000 and used for general corporate purposes, including repayment of indebtedness.
PG&E Corporation is offering Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056 as a new unsecured, subordinated security. The notes pay a fixed interest rate from issuance to September 15, 2031, then reset every five years to the Five-year U.S. Treasury Rate plus a stated spread, with a floor at the initial rate.
PG&E may defer interest payments for up to 20 consecutive semi-annual periods, during which interest and deferred amounts continue to compound. The notes are junior to $5.65 billion of PG&E senior indebtedness and structurally subordinated to $43.35 billion of Utility debt and $252 million of Utility preferred stock as of December 31, 2025. Net proceeds will be used for general corporate purposes, including repayment of existing indebtedness.
In 2025 PG&E reported total operating revenues of $24,935 million and net income of $2,703 million, with total assets of $141,611 million and total equity of $32,792 million as of December 31, 2025.
PG&E Corporation and its utility subsidiary reported 2025 operating revenues of $18.3 billion, up from $17.8 billion in 2024 and $17.4 billion in 2023. The business remains a highly regulated electric and gas utility serving Northern and Central California.
Management frames strategy around a “triple bottom line” of people, planet, and prosperity, emphasizing safety, climate goals, and affordability. In 2025, capital expenditures were $13.4 billion, with annual utility capex forecast between $12.4 billion and $16.3 billion from 2026 to 2030, heavily focused on wildfire mitigation and grid upgrades.
Wildfire exposure and regulation are central risks. The company relies on California’s Wildfire Fund and extensive mitigation programs, including undergrounding, system hardening, vegetation management, and Public Safety Power Shutoffs. About 71% of 2025 delivered electricity came from GHG‑free sources, and PG&E has contracted more than 3 GW of battery storage to support reliability and decarbonization.
PG&E Corporation reported higher 2025 earnings and slightly raised its 2026 outlook. GAAP diluted EPS were $1.18 for 2025, up from $1.15 in 2024, while non-GAAP core EPS rose to $1.50 from $1.36. Fourth-quarter GAAP EPS were $0.29, with non-GAAP core EPS of $0.36.
The company tightened 2026 non-GAAP core EPS guidance to $1.64–$1.66 per share, narrowing the range and raising the midpoint. Management highlighted a 2.5% reduction in 2025 non-fuel operating and maintenance costs and over $700 million of O&M savings redeployed over four years to support safety, reliability, and customer affordability.
Operationally, PG&E delivered its fourth residential bundled electric rate reduction in two years, leaving residential electric rates 11% lower than in January 2024, and achieved a third consecutive year with no major wildfires caused by its equipment. The utility continued grid hardening, including 334 miles of undergrounded powerlines in 2025 and improved electric and gas reliability, while advancing a large data-center interconnection pipeline that could support future load growth.
PG&E Corporation executive Alejandro T. Vallejo, EVP and Chief People Officer, reported an acquisition of phantom stock tied to PG&E Corp common shares. On 01/23/2026, he acquired 478.54 units of phantom stock at $14.95 per unit, bringing his total phantom stock holdings to 30,165.47 units, held directly.
Each phantom stock unit is economically equivalent to one share of common stock and is payable in cash after his termination of service as an officer under PG&E’s supplemental retirement plans. The filing notes these units arise from compensation deferrals and plan credits under the SRSP and DC-ESRP, and that the total includes 93.77 units credited on 01/15/2026 through a dividend reinvestment feature.
PG&E Corp director reports additional phantom stock units from deferred compensation. On 12/31/2025, the reporting director acquired 2,022.4 units of phantom stock at $16.07 per unit under the Deferred Compensation Plan for Non-Employee Directors, coded as an acquisition of derivative securities. These units are economically equivalent to common stock and are payable in cash when the director’s board service ends. After this transaction, the director beneficially owned 7,139.66 phantom stock units in total, held directly. This total includes 7.66 units of phantom stock that were added earlier on 10/15/2025 through a dividend reinvestment feature of the same plan.
PG&E Corp's Executive Vice President and Chief People Officer, Alejandro T. Vallejo, reported acquiring 504.15 phantom stock units on 12/23/2025. Each phantom stock unit is economically equivalent to one share of PG&E common stock and will be paid in cash after he leaves his officer role.
The phantom stock was credited to his account through deferred compensation elections under the PG&E Corporation 2005 Supplemental Retirement Savings Plan and additional credits under the Defined Contribution Executive Supplemental Retirement Plan, both described as exempt under Rule 16b-3(d). Following this transaction, Vallejo beneficially owns 29,593.16 derivative securities in the form of phantom stock, held directly.
On December 11, 2025, the boards of PG&E Corporation and its utility subsidiary approved leadership changes effective January 1, 2026. Mr. Singh was selected as Chief Executive Officer of Pacific Gas and Electric Company and Executive Vice President, Energy Delivery. The companies state that he has no special arrangements connected to his selection, no family relationships with current directors or executive officers, and no related-party transactions requiring disclosure under Regulation S-K Item 404(a).
The Utility’s board also adopted amended and restated bylaws effective December 11, 2025, clarifying that it may have a President or Chief Executive Officer and removing references to allocating chief executive authority among certain Executive Vice Presidents, along with other ministerial, non-substantive updates. In addition, the PG&E Corporation board elected Carla Peterman as President of PG&E Corporation and Executive Vice President, Customer and Corporate Affairs, effective January 1, 2026; she currently serves as Executive Vice President, Corporate Affairs and Chief Sustainability Officer.