[8-K] SOUTHERN CALIFORNIA EDISON Co Reports Material Event

Rhea-AI Filing Summary

Southern California Edison Company and SCE Recovery Funding LLC entered into an Underwriting Agreement with a syndicate of underwriters led by Citigroup, Barclays, RBC Capital Markets and SMBC Nikko. The agreement covers the purchase and sale of $1,642,716,000 of Senior Secured Recovery Bonds, Series 2025-A, to be issued by SCE Recovery Funding LLC under an Indenture and Series Supplement, each dated as of December 1, 2025. The bonds were offered pursuant to a prospectus dated November 20, 2025, and related servicing, purchase and sale, administration and intercreditor agreements between SCE and the issuing entity are being executed in connection with this financing.

Insights

Utility capital structure analyst

SCE arranges $1.64B recovery bond issuance through structured vehicle.

Southern California Edison and SCE Recovery Funding LLC have agreed with a group of underwriters to issue $1,642,716,000 of Senior Secured Recovery Bonds, Series 2025-A. These bonds will be issued by the funding LLC under an Indenture and Series Supplement dated as of December 1, 2025, reflecting a typical utility securitization structure using recovery property.

The transaction relies on multiple linked agreements, including a Recovery Property Servicing Agreement, a Purchase and Sale Agreement, an Administration Agreement and an Intercreditor Agreement dated as of December 1, 2025. Together, these documents define how recovery property is transferred, serviced and applied to pay the bonds.

From an investor perspective, this establishes a large, dedicated financing backed by senior secured recovery bonds, with the issuing entity acting as the special purpose vehicle. Actual balance sheet and cash flow effects for Southern California Edison will depend on how the recovery property and proceeds interact with its broader financing strategy, which will be easier to assess once future disclosures provide full financial presentation.

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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: November 20, 2025

(Date of earliest event reported)

Commission file number		Registrant, State of Incorporation or Organization, Address of Principal Executive Offices and Telephone Number		IRS Employer Identification Number
333-290112		SOUTHERN CALIFORNIA EDISON COMPANY (a California Corporation) 2244 Walnut Grove Avenue (P.O. Box 800) Rosemead, California 91770 (626) 302-1212		95-1240335
333-290112-01		SCE RECOVERY FUNDING LLC (a Delaware limited liability company) 2244 Walnut Grove Avenue (P.O. Box 5407) Rosemead, California 91770 (626) 302-7255		85-3002154

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
		None

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 ☐

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. ☐

Item 8.01. Other Events

On November 20, 2025, Southern California Edison Company and SCE Recovery Funding LLC (the “Issuing Entity”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., Barclays Capital Inc, RBC Capital Markets, LLC and SMBC Nikko Securities America, Inc., as representatives of the underwriters party thereto with respect to the purchase and sale of $1,642,716,000 of Senior Secured Recovery Bonds, Series 2025-A to be issued by the Issuing Entity pursuant to an Indenture and Series Supplement (together, the “Indenture”), each to be dated as of December 1, 2025. The Senior Secured Recovery Bonds, Series 2025-A were offered pursuant to the prospectus dated November 20, 2025. In connection with the issuance of the Senior Secured Recovery Bonds, Series 2025-A, Southern California Edison Company and the Issuing Entity also expect to enter into the agreements listed below in Item 9.01, which together with the Underwriting Agreement, are annexed hereto as exhibits to this Current Report on 8-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement among SCE Recovery Funding LLC, Southern California Edison Company, Citigroup Global Markets Inc., Barclays Capital Inc., RBC Capital Markets, LLC and SMBC Nikko Securities America, Inc., as representatives for the Underwriters party thereto, dated November 20, 2025
4.1		Indenture between SCE Recovery Funding LLC and the Indenture Trustee (including forms of the Senior Secured Recovery Bonds), to be dated as of December 1, 2025
4.2		Series Supplement between SCE Recovery Funding LLC and the Indenture Trustee, to be dated as of December 1, 2025
10.1		Recovery Property Servicing Agreement between SCE Recovery Funding LLC and Southern California Edison Company, as Servicer, to be dated as of December 1, 2025
10.2		Recovery Property Purchase and Sale Agreement between SCE Recovery Funding LLC and Southern California Edison Company, as Seller, to be dated as of December 1, 2025
10.3		Administration Agreement between SCE Recovery Funding LLC and Southern California Edison Company, as Administrator, to be dated as of December 1, 2025
10.4		Intercreditor Agreement between SCE Recovery Funding LLC, Southern California Edison Company, The Bank of New York Mellon Trust Company, N.A. and the Trustee, to be dated as of December 1, 2025

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.

				SOUTHERN CALIFORNIA EDISON COMPANY
				By:		/s/ Brendan Bond
						Brendan Bond
Dated: November 24, 2025						Vice President and Treasurer
				SCE RECOVERY FUNDING LLC
				By:		/s/ Brendan Bond
						Brendan Bond
Dated: November 24, 2025						Vice President, Treasurer and Manager

FAQ

What financing transaction did SCE announce in this Form 8-K?

Southern California Edison Company and SCE Recovery Funding LLC entered into an Underwriting Agreement for the purchase and sale of $1,642,716,000 of Senior Secured Recovery Bonds, Series 2025-A to be issued by SCE Recovery Funding LLC.

How large is the SCE Senior Secured Recovery Bonds, Series 2025-A issuance?

The issuance size is $1,642,716,000 of Senior Secured Recovery Bonds, Series 2025-A, as specified in the Underwriting Agreement among SCE Recovery Funding LLC, Southern California Edison Company and the underwriters.

Who are the underwriters for SCE’s $1.64 billion recovery bonds?

The Underwriting Agreement lists Citigroup Global Markets Inc., Barclays Capital Inc., RBC Capital Markets, LLC and SMBC Nikko Securities America, Inc. as representatives of the underwriters for the Senior Secured Recovery Bonds, Series 2025-A.

When will the Indenture for the SCE recovery bonds be dated?

The Indenture between SCE Recovery Funding LLC and the Indenture Trustee, including forms of the Senior Secured Recovery Bonds, is expected to be dated as of December 1, 2025.

What key related agreements support SCE Recovery Funding LLC’s bond issuance?

Key agreements include a Recovery Property Servicing Agreement, a Recovery Property Purchase and Sale Agreement, an Administration Agreement, and an Intercreditor Agreement, each to be dated as of December 1, 2025.

Which entity will issue the Senior Secured Recovery Bonds, Series 2025-A?

SCE Recovery Funding LLC, a Delaware limited liability company affiliated with Southern California Edison Company, will issue the Senior Secured Recovery Bonds, Series 2025-A under the Indenture and Series Supplement.