PG&E 8K Announces Launch of Concurrent Offerings of Common Stock and Mandatory Convertible Preferred Stock

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:

December 2, 2024

(Date of earliest event reported)


Commission File Number	Exact Name of Registrant as specified in its charter	State or Other Jurisdiction of Incorporation or Organization	IRS Employer Identification Number
001-12609	PG&E CORPORATION	California	94-3234914
001-02348	PACIFIC GAS AND ELECTRIC COMPANY	California	94-0742640



300 Lakeside Drive		300 Lakeside Drive
OAKLAND, California 94612		OAKLAND, California 94612
(Address of principal executive offices) (Zip Code)		(Address of principal executive offices) (Zip Code)

(415) 973-1000		(415) 973-7000
(Registrant’s telephone number, including area code)		(Registrant’s telephone number, including area code)

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
Common stock, no par value	PCG	The New York Stock Exchange
First preferred stock, cumulative, par value $25 per share, 6% nonredeemable	PCG-PA	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5.50% nonredeemable	PCG-PB	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5% nonredeemable	PCG-PC	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5% redeemable	PCG-PD	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5% series A redeemable	PCG-PE	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.80% redeemable	PCG-PG	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.50% redeemable	PCG-PH	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.36% redeemable	PCG-PI	NYSE American LLC

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	PG&E Corporation	☐

Emerging growth company	Pacific Gas and Electric 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.


PG&E Corporation		☐

Pacific Gas and Electric Company		☐

Item 1.01.

Entry into a Material Definitive Agreement.

Offering of Common Stock

On December 2, 2024, PG&E Corporation entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters named in Schedule I thereto (the “Underwriters”), pursuant to which PG&E Corporation agreed to sell to the Underwriters an aggregate of 48,661,801 shares of common stock, no par value per share (the “Common Stock) to the Underwriters (the “Offering”). Under the terms of the Underwriting Agreement, PG&E Corporation also granted to the Underwriters an option, exercisable in whole or in part at any time for a period of 30 days from the date of the Underwriting Agreement, to purchase up to an additional 7,299,269 shares of Common Stock from PG&E Corporation (the “Option”). On December 3, 2024, the Underwriters exercised the Option in full.

The Offering closed on December 4, 2024. A validity opinion issued by PG&E Corporation’s counsel with respect to the Common Stock sold in the Offering is filed as Exhibit 5.1 hereto.

The shares of Common Stock were sold pursuant to a shelf registration statement on Form S-3 (File No. 333-277286), which was filed with the Securities and Exchange Commission (the “SEC”) on February 22, 2024 and became automatically effective. A prospectus supplement, dated December 2, 2024, relating to the shares of Common Stock and supplementing the prospectus dated February 22, 2024, was filed with the SEC pursuant to Rule 424(b) under the Securities Act.

The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated by reference herein.

Item 8.01.

Other Events.

On December 2, 2024, PG&E Corporation issued press releases announcing the launch and subsequent pricing of the Offering, attached hereto as Exhibits 99.1 and 99.2, respectively and incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

1.1		Underwriting Agreement, dated as of December 2, 2024, by and among PG&E Corporation and J.P. Morgan Securities LLC, Barclays Capital Inc. and Citigroup Global Markets Inc. as representatives of the several underwriters named therein.

5.1		Opinion of Hunton Andrews Kurth LLP.

23.1		Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.1).

99.1		Press Release, dated December 2, 2024.

99.2		Press Release, dated December 2, 2024.

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: December 4, 2024	By:	/s/ Carolyn J. Burke
	Name:	Carolyn J. Burke
	Title:	Executive Vice President and Chief Financial Officer

	PACIFIC GAS AND ELECTRIC COMPANY

Date: December 4, 2024	By:	/s/ Stephanie N. Williams
	Name:	Stephanie N. Williams
	Title:	Vice President, Chief Financial Officer and Controller

PG&E (PCG) 8-KPG&E Corporation Announces Launch of Concurrent Offerings of Common Stock and Mandatory Convertible Preferred Stock