PG&E (PCG) 8-A12BRegistration of securities on exchange

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

Pursuant to Section 12(b) or (g) of the

Securities Exchange Act of 1934

PG&E Corporation

(Exact name of registrant as specified in its charter)

Securities to be registered pursuant to Section 12(b) of the Act:

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates:333-236629-01

Securities to be registered pursuant to Section 12(g) of the Act:None

INFORMATION REQUIRED IN REGISTRATION STATEMENT

PG&E Corporation (the “Registrant”) registers hereunder its Equity Units (the “Equity Units”), each with a stated amount of $100. For a description of the Equity Units, reference is made to the information under the heading (i) “Description of the Equity Units” in the prospectus supplement dated June 25, 2020 (the “Prospectus Supplement”) filed by the Registrant with the U.S. Securities and Exchange Commission (the “Commission”) on June 29, 2020 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, to the prospectus dated June 9, 2020 (the “Prospectus”) filed as part of the Registrant’s registration statement on FormS-3 (FileNo. 333-236629-01), which became effective on June 9, 2020 and (ii) “Description of Securities Purchase Contracts and Securities Purchase Units” in the Prospectus. Each Equity Unit is comprised of (i) a prepaid forward stock purchase contract (each, a “Purchase Contract”) of the Registrant and (ii) a 1/48,000th undivided beneficial ownership interest in specifiedzero-coupon U.S. treasury securities maturing on a quarterly basis (each, a Treasury Strips Component”). For a description of the Purchase Contracts, reference is made to the information under the heading (i) “Description of the Purchase Contracts” in the Prospectus Supplement, (ii) “Description of Securities Purchase Contracts and Securities Purchase Units” in the Prospectus and (iii) “Description of Common Stock” in the Prospectus. For a description of the Treasury Strips Component, reference is made to the information under the heading (i) “Description of the U.S. Treasury Strips Components” in the Prospectus Supplement and (ii) “Description of Securities Purchase Contracts and Securities Purchase Units” in the Prospectus. Each such description referred to above, and the Prospectus and Prospectus Supplement, is hereby incorporated herein by reference and made part of this registration statement in its entirety.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.