Commission File Number |
Exact Name of Registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number | |||
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| |
(Address of principal executive offices) (Zip Code) |
(Address of principal executive offices) (Zip Code) | |
( |
( | |
(Registrant’s telephone number, including area code) |
(Registrant’s telephone number, including area code) | |
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)) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Emerging growth company | PG&E Corporation | |||
| Emerging growth company | Pacific Gas and Electric Company | |||
| PG&E Corporation | ☐ | |
| Pacific Gas and Electric Company | ☐ | |
| Item 8.01. | Other Events |
On July 27, 2026, Pacific Gas and Electric Company (the “Utility”) entered into an Underwriting Agreement for the issue and sale of (i) $700,000,000 aggregate principal amount of 5.250% First Mortgage Bonds due 2032 (the “2032 Bonds”) and (ii) $1,000,000,000 aggregate principal amount of 5.850% First Mortgage Bonds due 2036 (the “2036 Bonds”, together with the 2032 Bonds, the “Mortgage Bonds”). On August 4, 2026, 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 |
Description | |
| 1.1 | Underwriting Agreement, dated as of July 27, 2026, by and among Pacific Gas and Electric Company, Barclays Capital Inc., BMO Capital Markets Corp., J.P. Morgan Securities LLC, and SMBC Nikko Securities America, Inc. | |
| 4.1 | Thirty-Fifth Supplemental Indenture, dated as of August 4, 2026, 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 2036 Bonds) | |
| 5.1 | Opinion of Hunton Andrews Kurth LLP, dated August 4, 2026 | |
| 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: August 4, 2026 | By: | /s/ Carolyn J. Burke | ||||
| Name: | Carolyn J. Burke | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
| PACIFIC GAS AND ELECTRIC COMPANY | ||||||
| Date: August 4, 2026 | By: | /s/ Stephanie N. Williams | ||||
| Name: | Stephanie N. Williams | |||||
| Title: | Vice President, Chief Financial Officer and Controller | |||||