PG&E 10-K 2025-12-31

Filed 2026-02-12. 24 sections, 800K characters. Original on sec.gov · Markdown · JSON

What changed since the 2024-12-31 10-KNew, removed and reworded risk factor headings, then every item sentence by sentence.

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K

(Mark One)
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2025
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to ___________
Commission File NumberExact Name of Registrant as Specified In Its CharterState or Other Jurisdiction of Incorporation or OrganizationIRS Employer Identification Number
1-12609PG&E CORPORATIONCalifornia94-3234914
1-2348PACIFIC GAS AND ELECTRIC COMPANYCalifornia94-0742640
logo1.jpglogo2.jpg
300 Lakeside Drive300 Lakeside Drive
Oakland,California94612Oakland,California94612
(Address of principal executive offices) (Zip Code)(Address of principal executive offices) (Zip Code)
415973-1000415973-7000
(Registrant’s telephone number, including area code)(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, no par valuePCGThe New York Stock Exchange
First preferred stock, cumulative, par value $25 per share, 6% nonredeemablePCG-PANYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5.50% nonredeemablePCG-PBNYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5% nonredeemablePCG-PCNYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5% redeemablePCG-PDNYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5% series A redeemablePCG-PENYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.80% redeemablePCG-PGNYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.50% redeemablePCG-PHNYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.36% series A redeemablePCG-PINYSE American LLC
6.000% Series A Mandatory Convertible Preferred Stock, no par valuePCG-PrXThe New York Stock Exchange

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:
PG&E Corporation:☒Yes☐No
Pacific Gas and Electric Company:☒Yes☐No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act:
PG&E Corporation:☐Yes☒No
Pacific Gas and Electric Company:☐Yes☒No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
PG&E Corporation:☒Yes☐No
Pacific Gas and Electric Company:☒Yes☐No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
PG&E Corporation:☒Yes☐No
Pacific Gas and Electric Company:☒Yes☐No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
PG&E CorporationPacific Gas and Electric Company
☒Large accelerated filer☐Large accelerated filer
☐Non-accelerated filer☒Non-accelerated filer
☐Smaller reporting company☐Smaller reporting company
☐Accelerated filer☐Accelerated filer
☐Emerging growth company☐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.
PG&E Corporation:☐
Pacific Gas and Electric Company:☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
PG&E Corporation:☒
Pacific Gas and Electric Company:☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
PG&E Corporation:☐
Pacific Gas and Electric Company:☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
PG&E Corporation:☐
Pacific Gas and Electric Company:☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
PG&E Corporation:☐Yes☒No
Pacific Gas and Electric Company:☐Yes☒No
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
PG&E Corporation:☒Yes☐No
Pacific Gas and Electric Company:☒Yes☐No
Aggregate market value of voting and non-voting common equity held by non-affiliates of the registrants as of June 30, 2025, the last business day of the most recently completed second fiscal quarter:
PG&E Corporation common stock$37,246 million
Pacific Gas and Electric Company common stockWholly owned by PG&E Corporation
Common Stock outstanding as of February 4, 2026:
PG&E Corporation:2,675,711,544*
Pacific Gas and Electric Company:264,374,809
*Includes 477,743,590 shares of common stock held by Pacific Gas and Electric Company

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the documents listed below have been incorporated by reference into the indicated parts of this report, as specified in the responses to the item numbers involved:

Designated portions of the Joint Proxy Statement relating to the 2026 Annual Meetings of ShareholdersPart III (Items 10, 11, 12, 13 and 14)

Contents

UNITS OF MEASUREMENT
GLOSSARY
FORWARD-LOOKING STATEMENTS
PART I
ITEM 1. BUSINESS
Triple Bottom Line
Regulatory Environment
Environmental Regulation
Ratemaking Mechanisms
Human Capital
Electric Utility Operations
Natural Gas Utility Operations
Competition
Sustainability and Resiliency
ITEM 1A. RISK FACTORS
ITEM 1B. UNRESOLVED STAFF COMMENTS
ITEM 1C. CYBERSECURITY
ITEM 2. PROPERTIES
ITEM 3. LEGAL PROCEEDINGS
ITEM 4. MINE SAFETY DISCLOSURES
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
RESULTS OF OPERATIONS
LIQUIDITY AND FINANCIAL RESOURCES
REGULATORY MATTERS
LEGISLATIVE AND REGULATORY INITIATIVES
LITIGATION AND OTHER MATTERS
ENVIRONMENTAL MATTERS
RISK MANAGEMENT ACTIVITIES
CRITICAL ACCOUNTING ESTIMATES
NEW ACCOUNTING PRONOUNCEMENTS
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
PG&E Corporation
CONSOLIDATED STATEMENTS OF INCOME
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF CASH FLOWS
CONSOLIDATED STATEMENTS OF EQUITY
Pacific Gas and Electric Company
CONSOLIDATED STATEMENTS OF INCOME
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF CASH FLOWS
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NOTE 3: REGULATORY ASSETS, LIABILITIES, AND BALANCING ACCOUNTS
NOTE 4: DEBT
NOTE 5: SB 901 SECURITIZATION AND CUSTOMER CREDIT TRUST
NOTE 6: COMMON STOCK AND SHARE-BASED COMPENSATION
NOTE 7: PREFERRED STOCK
NOTE 8: EARNINGS PER SHARE
NOTE 9: INCOME TAXES
NOTE 10: DERIVATIVES
NOTE 11: FAIR VALUE MEASUREMENTS
NOTE 12: EMPLOYEE BENEFIT PLANS
NOTE 13: RELATED PARTY AGREEMENTS AND TRANSACTIONS
NOTE 14: WILDFIRE-RELATED CONTINGENCIES
NOTE 15: OTHER CONTINGENCIES AND COMMITMENTS
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID No. 34)
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 9A. CONTROLS AND PROCEDURES
ITEM 9B. OTHER INFORMATION
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
ITEM 16. FORM 10-K SUMMARY
SIGNATURES
SCHEDULE I - CONSOLIDATED FINANCIAL INFORMATION OF PG&E CORPORATION (“PARENT”)
SCHEDULE II - CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS

UNITS OF MEASUREMENT

1 Kilowatt-Hour (kWh)=One kilowatt continuously for one hour
1 Megawatt (MW)=One thousand kilowatts
1 Megawatt-Hour (MWh)=One megawatt continuously for one hour
1 Gigawatt (GW)=One million kilowatts
1 Gigawatt-Hour (GWh)=One gigawatt continuously for one hour
1 Mcf=One thousand cubic feet
1 MMcf=One million cubic feet

GLOSSARY

The following terms and abbreviations appearing in the text of this report have the meanings indicated below.

ABAssembly Bill
Amended ArticlesAmended and Restated Articles of Incorporation of PG&E Corporation and the Utility, each filed on June 22, 2020, and for PG&E Corporation, as amended by the Certificate of Amendment of Articles of Incorporation, filed on May 24, 2022
AROasset retirement obligation
ASCaccounting standards codification
ASUaccounting standard update issued by the Financial Accounting Standards Board
Bankruptcy Courtthe United States Bankruptcy Court for the Northern District of California
CAISOCalifornia Independent System Operator Corporation
Cal FireCalifornia Department of Forestry and Fire Protection
Cal OESCalifornia Governor’s Office of Emergency Services
CARBCalifornia Air Resources Board
CARECalifornia Alternate Rates for Energy Program
CAVAClimate Adaptation and Vulnerability Assessment
CCACommunity Choice Aggregator
CECCalifornia Energy Resources Conservation and Development Commission
CEMACatastrophic Event Memorandum Account
Chapter 11Chapter 11 of Title 11 of the United States Code
Chapter 11 Casesthe voluntary cases commenced by each of PG&E Corporation and the Utility under Chapter 11 on January 29, 2019
Continuation Accountthe account established statewide by SB 254 that expands the existing Wildfire Fund
Corporation Revolving Credit AgreementCredit Agreement, dated as of July 1, 2020, as amended, by and among PG&E Corporation, the several banks and other financial institutions or entities party thereto from time to time and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent
CPUCCalifornia Public Utilities Commission
CRRcongestion revenue rights
DADirect Access
DCPPDiablo Canyon Power Plant
District CourtUnited States District Court for the Northern District of California
DOEUnited States Department of Energy
DOE Loan Guarantee AgreementLoan Guarantee Agreement, dated as of January 17, 2025, between the Utility and the DOE
DWRCalifornia Department of Water Resources
Emergence DateJuly 1, 2020, the effective date of the Plan in the Chapter 11 Cases
EOEPEnhanced Oversight and Enforcement Process
EPAUnited States Environmental Protection Agency
EPSearnings per common share
EPSSEnhanced Powerline Safety Settings
Exchange ActSecurities Exchange Act of 1934, as amended
FASBFinancial Accounting Standards Board
FERCFederal Energy Regulatory Commission
FHPMAFire Hazard Prevention Memorandum Account
Fire Victim TrustThe trust established pursuant to the Plan for the benefit of holders of the Fire Victim Claims into which the Aggregate Fire Victim Consideration (as defined in the Plan) has been, and will continue to be, funded
First Mortgage Bondsbonds issued pursuant to the Indenture of Mortgage, dated as of June 19, 2020 between the Utility and The Bank of New York Mellon Trust Company, N.A., as amended and supplemented
Form 10-KPG&E Corporation’s and the Utility’s joint Annual Report on Form 10-K
FRMMAFire Risk Mitigation Memorandum Account
GAAPUnited States Generally Accepted Accounting Principles
GHGgreenhouse gas
GRCgeneral rate case
HFTDhigh fire threat district
HSMAHazardous Substance Memorandum Account
IOUsinvestor-owned utility(ies)
IRCInternal Revenue Code of 1986, as amended
IRSInternal Revenue Service
LSEsload serving entities
LTIPLong-Term Incentive Plan
MD&AManagement’s Discussion and Analysis of Financial Condition and Results of Operations set forth in Part II, Item 7, of this Form 10-K
MGMAMicrogrids Memorandum Account
MGPmanufactured gas plants
NAVnet asset value
NDCTPNuclear Decommissioning Cost Triennial Proceeding
NEILNuclear Electric Insurance Limited
NEMnet energy metering
NRCNuclear Regulatory Commission
NTSBNational Transportation Safety Board
Oakland General Office300 Lakeside Drive, Oakland, California, 94612
OEISOffice of Energy Infrastructure Safety (successor to the Wildfire Safety Division of the CPUC)
PDproposed decision
PlanPG&E Corporation and the Utility, Knighthead Capital Management, LLC, and Abrams Capital Management, LP Joint Chapter 11 Plan of Reorganization, dated as of June 19, 2020
PSPSPublic Safety Power Shutoff
RAResource Adequacy
Receivables Securitization ProgramThe accounts receivable securitization program entered into by the Utility on October 5, 2020, providing for the sale of a portion of the Utility’s accounts receivable and certain other related rights to the SPV, which, in turn, obtains loans secured by the receivables from financial institutions
ROEreturn on equity
ROU assetright-of-use asset
RPSRenewables Portfolio Standard
RUBAResidential Uncollectibles Balancing Account
SBSenate Bill
SCEEdison International and Southern California Edison Company
SECUnited States Securities and Exchange Commission
SEDSafety and Enforcement Division of the CPUC
SFGOThe Utility’s San Francisco General Office headquarters complex
SOFRSecured Overnight Financing Rate
SPVPG&E AR Facility, LLC
TOtransmission owner
USFSUnited States Forest Service
UtilityPacific Gas and Electric Company
Utility Revolving Credit AgreementCredit Agreement, dated as of July 1, 2020, as amended, by and among the Utility, the several banks and other financial institutions or entities party thereto from time to time and Citibank, N.A., as Administrative Agent and Designated Agent
VIE(s)variable interest entity(ies)
VMBAVegetation Management Balancing Account
WEMAWildfire Expense Memorandum Account
WGSCWildfire and Gas Safety Costs
Wildfire Fundstatewide fund established by AB 1054 that will be available for eligible electric utility companies to pay eligible claims for liabilities arising from wildfires occurring after July 12, 2019 that are caused by the applicable electric utility company’s equipment
WMBAWildfire Mitigation Balancing Account
WMCEWildfire Mitigation and Catastrophic Events
WMPwildfire mitigation plan
WMPMAWildfire Mitigation Plan Memorandum Account

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that are necessarily subject to various risks and uncertainties. These statements reflect management’s judgment and opinions that are based on current estimates, expectations, and projections about future events and assumptions regarding these events and management’s knowledge of facts as of the date of this report. These forward-looking statements relate to, among other matters, estimated liabilities; ratemaking and regulatory proceedings; capital expenditures; cost savings; load growth; customer rates; estimates and assumptions used in critical accounting estimates, including those relating to insurance receivables, regulatory assets and liabilities, environmental remediation, litigation, third-party claims, the Wildfire Fund, and other liabilities; and the level of future equity or debt issuances, and dividends. These statements are also identified by words such as “assume,” “expect,” “intend,” “forecast,” “plan,” “project,” “believe,” “estimate,” “predict,” “anticipate,” “commit,” “goal,” “target,” “will,” “may,” “should,” “would,” “could,” “potential,” “on track,” and similar expressions. PG&E Corporation and the Utility are not able to predict all the factors that may affect future results. Some of the factors that could cause future results to differ materially from those expressed or implied by the forward-looking statements, or from historical results, include, but are not limited to:

  • the timing and outcomes of the Utility’s pending and future ratemaking and regulatory proceedings, including the extent to which PG&E Corporation and the Utility are able to recover their costs through rates as recorded in memorandum accounts or balancing accounts, or as otherwise requested; and the transfer of ownership of the Utility’s assets to municipalities or other public entities, including as a result of the City and County of San Francisco’s valuation petition;

  • the extent to which the Wildfire Fund, the Continuation Account, and the revised prudency standard under AB 1054 effectively mitigate the risk of liability for damages arising from catastrophic wildfires, including whether the Utility maintains an approved WMP and a valid safety certification and whether the Wildfire Fund or the Continuation Account has sufficient remaining funds (which will be reduced as claims are made by California’s other participating electric utility companies);

  • the risks and uncertainties associated with wildfires that have occurred or may occur in the Utility’s service area, including the wildfire that began on October 23, 2019 northeast of Geyserville in Sonoma County, California (the “2019 Kincade fire”), the wildfire that began on July 13, 2021 near the Cresta Dam in the Feather River Canyon in Plumas County, California (the “2021 Dixie fire”), the wildfire that began on September 6, 2022 near Oxbow Reservoir in Placer County, California (the “2022 Mosquito fire”), and any other wildfires for which the causes have yet to be determined; the damage caused by such wildfires; the extent of the Utility’s liability in connection with such wildfires (including the risk that the Utility may be found liable for damages regardless of fault); investigations into such wildfires, including those being conducted by the CPUC; potential liabilities in connection with fines or penalties that could be imposed on the Utility if the CPUC or any other enforcement agency were to bring an enforcement action in respect of any such fire; and the risk that the Utility is not able to recover costs from the Wildfire Fund, the Continuation Account, or other third parties or through rates;

  • the extent to which the Utility’s wildfire mitigation initiatives are effective, including the Utility’s ability to comply with the targets and metrics set forth in its WMP; the effectiveness of its system hardening, including undergrounding;

  • the Utility’s ability to safely, reliably, and efficiently construct, maintain, operate, protect, and decommission its facilities, and provide electricity and natural gas services safely and reliably;

  • significant changes to the electric power and natural gas industries, including technological advancements, electrification, and the transition to a decarbonized economy; the impact of reductions in Utility customer demand for natural gas; the impact of customer demand falling short of the Utility’s forecasts and whether the Utility is successful in addressing the impact of growing distributed and renewable generation resources, increasing demand for electric power due to data centers and electrification of the transportation, buildings, and other sectors of the economy, and the resulting changes in customer demand for its natural gas and electric services;

  • cyber or physical attacks, acts of terrorism, war, and vandalism, on the Utility or its third-party vendors, contractors, or customers (or others with whom they have shared data) which could result in operational disruption; the misappropriation or loss of confidential or proprietary assets, information or data, including customer, employee, financial, or operating system information, or intellectual property; corruption of data; or potential remediation, compliance and other costs, lost revenues, litigation, investigations, or reputational harm;

  • the impact of severe weather events and other natural disasters, including wildfires and other fires, storms, tornadoes, floods, extreme heat events, drought, earthquakes, lightning, tsunamis, rising sea levels, mudslides, pandemics, solar events, electromagnetic events, wind events or other weather-related conditions, climate change, or natural disasters, and other events that can cause unplanned outages, reduce generating output, disrupt the Utility’s service to customers, or damage or disrupt the facilities, operations, or information technology and systems owned by the Utility, its customers, or third parties on which the Utility relies, and the effectiveness of the Utility’s efforts to prevent, mitigate, or respond to such conditions or events; the reparation and other costs that the Utility may incur in connection with such conditions or events; the impact of the adequacy of the Utility’s emergency preparedness; whether the Utility incurs liability to third parties for property damage or personal injury caused by such events; whether the Utility is able to procure replacement power; and whether the Utility is subject to civil, criminal, or regulatory penalties in connection with such events;

  • existing and future regulation and federal, state or local legislation, their implementation, and their interpretation; the cost to comply with such regulation and legislation; and the extent to which the Utility recovers its associated compliance and investment costs and the extent to which such costs are borne by PG&E Corporation, including those regarding:

◦wildfires, including inverse condemnation reform, wildfire self-insurance, the Wildfire Fund, the Continuation Account, and additional wildfire mitigation measures or other reforms targeted at the Utility or its industry;

◦the environment, including the costs incurred to discharge the Utility’s remediation obligations or the costs to comply with standards for GHG emissions, renewable energy targets, energy efficiency standards, distributed energy resources, and electric vehicles;

◦the nuclear industry, including operations, seismic design, security, safety, relicensing, the storage of spent nuclear fuel, decommissioning, and cooling water intake, and whether DCPP operations are extended; and the Utility’s ability to continue operating DCPP until its planned retirement;

◦the regulation of utilities and their affiliates, including the conditions that apply to PG&E Corporation as the Utility’s holding company;

◦privacy and cybersecurity; and

◦taxes and tax audits;

  • the amounts of fines, penalties, remediation or other obligations resulting from current and future self-reports, investigations or other enforcement actions, agency compliance reports, or notices of violation that could be issued related to the Utility’s compliance with laws, rules, regulations, or orders;

  • whether the Utility can control its operating costs within the authorized levels of spending; whether the Utility can continue implementing the Lean operating system and achieve projected savings; the extent to which the Utility incurs unrecoverable costs that are higher than the forecasts of such costs; the risks and uncertainties associated with inflation (including with respect to raw materials), import tariffs, and trade wars; and changes in cost forecasts or the scope and timing of planned work resulting from changes in customer demand for electricity and natural gas or other reasons;

  • the risks and uncertainties associated with PG&E Corporation’s and the Utility’s substantial indebtedness and the limitations on their operating flexibility in the documents governing that indebtedness, including the extent to which the Utility draws on the DOE Loan Guarantee Agreement;

  • the risks and uncertainties associated with the resolution of the matters described in Note 14 of the Notes to the Consolidated Financial Statements under the headings “Wildfire-Related Securities Litigation” and “Indemnification Obligations”;

  • the risks and uncertainties associated with PG&E Corporation’s and the Utility’s other ongoing or future litigation, including the extent to which related costs can be recovered through insurance, rates, or from other third parties;

  • the ultimate amount of unrecoverable environmental costs the Utility incurs associated with the Utility’s natural gas compressor station site located near Hinkley, California and the Utility’s fossil fuel-fired generation sites;

  • the supply and price of electricity, natural gas, and nuclear fuel; the extent to which the Utility can manage and respond to the volatility of energy commodity prices; the ability of the Utility and its counterparties to post or return collateral in connection with price risk management activities; and whether the Utility is able to recover timely its electric generation and energy commodity procurement costs through rates;

  • the ability of PG&E Corporation and the Utility to access capital markets and other sources of debt and equity financing in a timely manner on acceptable terms, volatility in such capital markets, and changes in interest rates;

  • the risks and uncertainties associated with high rates for the Utility’s customers, including reduced customer demand and approved amounts in the Utility’s ratemaking or cost recovery proceedings;

  • actions by credit rating agencies to downgrade PG&E Corporation’s or the Utility’s credit ratings; and

  • the impact of changes in GAAP, standards, rules, or policies, including those related to regulatory accounting, and the impact of changes in their interpretation or application.

For more information about the significant risks that could affect the outcome of the forward-looking statements and PG&E Corporation’s and the Utility’s future financial condition, results of operations, liquidity, and cash flows, see Item 1A: “Risk Factors” and Item 7: “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-K. PG&E Corporation and the Utility do not undertake any obligation to update forward-looking statements, whether in response to new information, future events, or otherwise.

PG&E Corporation’s and the Utility’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and proxy statements are available free of charge on PG&E Corporation’s website, www.pgecorp.com, as promptly as practicable after they are filed with, or furnished to, the SEC. The SEC also maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC located at http://www.sec.gov. Additionally, PG&E Corporation and the Utility routinely provide links to the Utility’s principal regulatory proceedings before the CPUC and the FERC at http://investor.pgecorp.com, under the “Regulatory Filings” tab, so that such filings are available to investors upon filing with the relevant agency. PG&E Corporation and the Utility also routinely post or provide direct links to presentations, documents, and other information that may be of interest to investors at http://investor.pgecorp.com, under the “Wildfire and Safety Updates” and “News & Events: Events & Presentations” tabs, respectively, in order to publicly disseminate such information. It is possible that any of these filings or information included therein could be deemed to be material information. The information contained on PG&E Corporation’s website is not part of this or any other report that PG&E Corporation or the Utility files with, or furnishes to, the SEC. PG&E Corporation and the Utility are providing the addresses of this website solely for the information of investors and do not intend the address to be an active link. PG&E Corporation and the Utility also make available to investors information about the companies’ climate goals and progress in the Corporate Sustainability Report, Climate Strategy Report, and CAVA, which information is not incorporated by reference into this report.

PART I

Item 1. BUSINESS

PG&E Corporation, incorporated in California in 1995, is a holding company whose primary operating subsidiary is Pacific Gas and Electric Company, a public utility operating in Northern and Central California. The Utility was incorporated in California in 1905. PG&E Corporation became the holding company of the Utility and its subsidiaries in 1997. The Utility generates revenues mainly through the sale and delivery of electricity and natural gas to customers. The Utility’s service area is shown in the graphic below.

servicearea.jpg

PG&E Corporation’s and the Utility’s operating revenues, income, and total assets for the most recently completed year can be found below in Item 8. Financial Statements and Supplementary Data.

The principal executive offices of PG&E Corporation and the Utility are located at 300 Lakeside Drive, Oakland, California 94612. PG&E Corporation’s telephone number is (415) 973-1000 and the Utility’s telephone number is (415) 973-7000.

This is a combined Annual Report on Form 10-K for PG&E Corporation and the Utility. PG&E Corporation and the Utility are separate entities.

Triple Bottom Line

PG&E Corporation’s and the Utility’s purpose is to deliver for their hometowns, serve the planet, and lead with love. In support of this purpose, the companies employ a Lean operating model designed to drive more effective and responsive decision-making, reduce the difficulties many employees face in their day-to-day work, and deliver better outcomes for customers and communities.

PG&E Corporation and the Utility measure their progress toward this purpose by considering their impact on the “triple bottom line” of people, planet, and prosperity, which is underpinned by performance; this consideration takes into account not only the economic value they create for customers and investors, but also their responsibility to social and environmental goals. The triple bottom line is designed to balance the interests of the companies’ many stakeholders, and it reflects the broader societal impacts of the companies’ activities.

PG&E Corporation and the Utility will continue to consider the impact on the triple bottom line of people, planet, and prosperity in their daily operations as well as in their long-term strategic decisions. The Utility will continue to seek fair and timely regulatory treatment to support its customer-driven investment plan while pursuing cost-control measures that would allow it to maintain the affordability of its service. The Lean operating system is an important means of realizing PG&E Corporation’s and the Utility’s objective of achieving world-class performance while delivering hometown service.

People

The people element of the triple bottom line represents PG&E Corporation’s and the Utility’s commitment to their workforce, their customers, the residents of local communities in which the companies do business, and other stakeholders.

PG&E Corporation’s and the Utility’s goal is to continually reduce risk to keep customers, the communities they serve, and their workforce (both employees and contractors) safe. Their focus is on continuously building an organization where every work activity is designed to facilitate safe performance, every worker knows and practices safe behaviors, and every individual is encouraged to speak up and stop work if they see unsafe or risky behavior, and has confidence that their concerns and ideas will be heard and pursued. PG&E Corporation and the Utility are committed to significantly improving their safety performance by understanding their risks, prioritizing their work, using controls to reduce risks, and continuously measuring and improving risk reduction.

PG&E Corporation’s and the Utility’s human capital resource objectives are to build and retain an engaged, well trained, and equitably-paid workforce. PG&E Corporation and the Utility place a high priority on delivering customer value and providing a hometown customer experience. The Utility’s customer-driven investment program is aimed at improving safety, increasing electric and gas service reliability, and improving customer satisfaction.

For more information, see “Human Capital” below.

Planet

The planet element of the triple bottom line represents PG&E Corporation’s and the Utility’s commitment to protect and serve the environment. PG&E Corporation and the Utility believe that integrating and managing climate change and other environmental considerations in the companies’ business strategies creates long-term value for PG&E Corporation and the Utility, and for their customers, communities, employees, and other stakeholders.

The Utility is adapting to severe and extreme climate-driven natural hazards. To build resilience to these hazards, the Utility is working to systematically integrate forward-looking climate data and tools into its decision-making. PG&E Corporation and the Utility also work with policymakers and regulators to advance effective climate change policy in California, and work directly with local governments and communities on adaptation solutions.

PG&E Corporation’s and the Utility’s 2022 Climate Strategy Report, which is available to the public, describes the companies’ climate goals and plans to meet those goals. To meet their longer-term climate goals, PG&E Corporation and the Utility intend to scale their efforts to decarbonize the energy system to accommodate increased vehicle and building electrification, integrate a proliferation of distributed energy resources, and achieve increased utilization of renewable energy combined with investments in the grid and energy storage.

PG&E Corporation and the Utility continue to pursue policies and programs that enable safe, reliable, affordable, clean, and resilient energy for their customers. As a result of actions already taken by PG&E Corporation and the Utility, the companies have:

  • Helped customers avoid emissions and manage energy costs through robust energy efficiency programs.

  • Implemented contracts for more than 4.9 GW of battery energy storage capacity, strengthening California’s grid efficiency and reliability.

  • Helped enable the total number of electric vehicles operating in the Utility’s service area to exceed 820,000.

  • Brought the total number of interconnected private solar customers to more than 950,000.

  • Continued to advance decarbonization initiatives for the Utility’s natural gas delivery system, including meeting the CPUC-mandated methane emission reduction target ahead of schedule.

Prosperity

The prosperity element of the triple bottom line represents PG&E Corporation’s and the Utility’s commitment to meeting their financial objectives and providing economic development opportunities and benefits in the communities they serve. Management believes clean energy should be affordable for and inclusive of all economic backgrounds.

Under cost-of-service ratemaking, a utility’s earnings depend on the outcomes of its ratemaking proceedings and its ability to manage costs.

See “Ratemaking Mechanisms” below and “Regulatory Matters” in Item 7. MD&A for more information on specific CPUC and FERC proceedings.

Generally, differences between forecast costs and actual costs can occur for numerous reasons, including the volume of work required and the impact of market forces on the cost of labor and materials. Differences in costs can also arise from changes in laws and regulations at both the state and federal level. Costs can also decrease due to improved efficiencies or waste elimination.

PG&E Corporation and the Utility are committed to taking steps to improve their credit ratings and metrics over time. All three credit ratings agencies have increased PG&E Corporation’s and the Utility’s issuer credit ratings since 2020.

PG&E Corporation's dividend policy entails consistent dividend increases targeting a dividend payout ratio

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Item 1A. RISK FACTORS

PG&E Corporation’s and the Utility’s financial results can be affected by many factors, including estimates and assumptions used in the critical accounting estimates described in Item 7. MD&A, that can cause their actual financial results to differ materially from historical results or from anticipated future financial results. The following discussion of key risk factors should be considered in evaluating an investment in PG&E Corporation and the Utility and should be read in conjunction with Item 7. MD&A and the Consolidated Financial Statements and related notes in Part II, Item 8, Financial Statements and Supplementary Data of this 2025 Form 10-K. Any of these factors, in whole or in part, could materially affect PG&E Corporation’s and the Utility’s financial condition, results of operations, liquidity, and cash flows.

Risks Related to Wildfires

The Wildfire Fund, Continuation Account, and other provisions of AB 1054 and SB 254 may not effectively mitigate the risk of liability for damages arising from catastrophic wildfires.

If the Utility does not have an approved WMP, the Utility will not be issued a safety certification and will consequently not benefit from the presumption of prudency or the disallowance cap under AB 1054 and SB 254. Under AB 1054 and SB 254, the Utility is required to maintain a safety certification issued by the OEIS to be eligible for certain benefits, including a cap on Continuation Account reimbursement and all aspects of the reformed prudent manager standard. The disallowance cap, which caps the amount of liability that the Utility could be required to bear for a catastrophic wildfire, is inapplicable if the Wildfire Fund administrator determines that the electric utility company’s actions or inactions that resulted in the applicable wildfire constituted “conscious or willful disregard for the rights and safety of others,” or the electric utility company fails to maintain a valid safety certification at the time the applicable wildfire ignited. In addition, if the Utility fails to maintain a valid safety certification at the time a wildfire ignites, the initial burden of proof in a prudency proceeding shifts from intervenors to the Utility. The Utility will be required to reimburse amounts that are determined by the CPUC not to be just and reasonable. For more information on the disallowance cap, see Note 14 of the Notes to the Consolidated Financial Statements in Item 8.

Furthermore, for the Continuation Account to be available for payment of eligible claims, the Wildfire Fund administrator must determine that the Continuation Account is necessary, the CPUC must authorize extending the non-bypassable charge, and there must be sufficient funds remaining in the Continuation Account. Funds in the Continuation Account may be depleted more quickly than PG&E Corporation and the Utility anticipate as a result of claims made by California’s other participating electric utility companies. PG&E Corporation and the Utility are also unable to predict whether the administrator will determine that additional contributions are needed, and if so, the timing of those contingent contributions.

If the Utility is unable to maintain a safety certification or if the Continuation Account is exhausted as a result of claims made by California’s other participating electric utility companies or otherwise, the unavailability or insufficiency of the Continuation Account could have a material effect on PG&E Corporation’s and the Utility’s financial condition, results of operations, liquidity, and cash flows. Also, the Utility will not be able to obtain any recovery from the Continuation Account for wildfire-related losses in any year that such losses do not exceed the greater of $1.0 billion in the aggregate and the amount of insurance coverage required under AB 1054.

In addition, there could be a significant delay between the occurrence of a wildfire and when the Utility recognizes accelerated amortization of the Wildfire Fund asset due to the lack of data available to the Utility following a catastrophic event, especially if the wildfire occurs in the service area of another participating electric utility. Participation in the Wildfire Fund and the Continuation Account has had, and is expected to continue to have, a material impact on PG&E Corporation’s and the Utility’s financial condition, results of operations, liquidity, and cash flows, and the benefits of participating in the Wildfire Fund and the Continuation Account may not ultimately outweigh the substantial costs of the Utility’s contributions to the Wildfire Fund or the Continuation Account. See “Key Factors Affecting Financial Results” and “Critical Accounting Estimates” in Item 7. MD&A.

PG&E Corporation’s and the Utility’s liabilities for the 2019 Kincade fire, the 2021 Dixie fire, the 2022 Mosquito fire, or the Wildfire-Related Securities Claims could exceed their estimated liabilities, or they could be liable as a result of future wildfires.

Based on the facts and circumstances available as of the date of this report, PG&E Corporation and the Utility have determined that it is probable they will incur losses in connection with the 2019 Kincade fire, the 2021 Dixie fire, and the 2022 Mosquito fire. PG&E Corporation’s and the Utility’s recorded liability estimates for probable losses in connection with these fires do not include several categories of potential damages that are not reasonably estimable, and are subject to change based on new information. Similarly, PG&E Corporation’s and the Utility’s costs to resolve the Wildfire-Related Securities Claims could exceed their estimated liabilities. PG&E Corporation and the Utility could be subject to significant liability in excess of recoveries that would be expected to have a material impact on PG&E Corporation’s and the Utility’s financial condition, results of operations, liquidity, and cash flows.

PG&E Corporation and the Utility have been the subject of investigations, regulatory enforcement actions, and criminal proceedings in connection with wildfires and could be the subject of additional investigations, regulatory enforcement actions, or criminal proceedings in connection with the 2019 Kincade fire, the 2021 Dixie fire, the 2022 Mosquito fire, or other wildfires. For more information, see Note 14 of the Notes to the Consolidated Financial Statements in Item 8.

Under California law (including Penal Code section 1202.4), if the Utility were convicted of any charges in connection with a wildfire, the sentencing court must order the Utility to “make restitution to the victim or victims in an amount established by court order” that is “sufficient to fully reimburse the victim or victims for every determined economic loss incurred as the result of” the Utility’s underlying conduct, in addition to interest and the victim’s or victims’ attorneys’ fees. This requirement for full reimbursement of economic loss is not waivable by either the government or the victims and is not offset by any compensation that the victims have received or may receive from their insurance carriers. A hearing on the status of restitution in the Butte County District Attorney’s Office’s investigation into the 2018 Camp fire has been continued several times, most recently to April 24, 2026. For more information, see Note 15 of the Notes to the Consolidated Financial Statements in the 2024 Form 10-K.

Additionally, under the doctrine of inverse condemnation, courts have imposed liability against utilities on the grounds that losses borne by the person whose property was damaged through a public-use undertaking should be spread across the community that benefited from such undertaking, even if the utility is unable to recover these costs through rates. In fact, in December 2017, the CPUC denied recovery of costs that San Diego Gas & Electric Company (“SDGE”) stated it had incurred as a result of the doctrine of inverse condemnation. Leg

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Item 1B. UNRESOLVED STAFF COMMENTS

None.

Item 1C. CYBERSECURITY

Risk Management and Strategy

The objective of PG&E Corporation’s and the Utility’s cybersecurity program is to protect information assets and to mitigate against material cybersecurity threats, data and information compromise, and other risk events that could materially affect the business strategy, results of operations, or financial condition of PG&E Corporation and the Utility. PG&E Corporation’s and the Utility’s cybersecurity program’s strategy is to establish multiple layers of defense through logical and physical security controls so that if any particular control proves insufficient, other controls may capture and mitigate that risk, such as:

  • Developing organizational understanding in managing cybersecurity risks to systems, assets, and data by regularly assessing cybersecurity internal controls and program maturity, including engaging independent third parties and participating in external regulatory compliance assessments;

  • Assessing, monitoring, and imposing contractual requirements on third-party service providers for cybersecurity risks and for compliance with PG&E Corporation’s and the Utility’s policies regarding access to company networks, information security, and technology;

  • Configuring and monitoring the system; employing policies, controls, and security tools, including training for employees and contractors; and limiting access and operating firewall rules as necessary and appropriate;

  • Utilizing multiple government and private assessors, consultants, auditors or other third parties, as well as an internal team, for intelligence gathering, security monitoring, threat hunting, and forensic activities;

  • Monitoring emerging data protection laws and regulations and implementing changes to processes designed to comply with any such laws and regulations;

  • Responding to cybersecurity incidents as they are detected by containing consequences, investigating causes and impacts, and implementing mitigations;

  • Maintaining and utilizing plans for resilience, mitigation, and restoring any capabilities or services that were impaired due to a cybersecurity incident;

  • Maintaining cybersecurity liability insurance;

  • Maintaining physical controls on a risk-informed basis, including controlling access or monitoring as appropriate; and

  • Continuously improving the cybersecurity program by incorporating learning from past experiences and testing, reviewing, and enhancing the controls and capabilities discussed above, including conducting regular cybersecurity incident-response exercises.

PG&E Corporation and the Utility have identified cybersecurity as a key enterprise risk, which they manage through their enterprise risk management system.

PG&E Corporation and the Utility have not experienced any cybersecurity incidents in the last three years that have materially affected, or are reasonably likely to materially affect, the business strategy, results of operations, or financial condition of PG&E Corporation and the Utility. For more information regarding how cybersecurity threats could materially affect PG&E Corporation and the Utility, see “The Utility’s operational networks and information technology systems could be impacted by a cyber incident, cybersecurity breach, physical attack, or technology failure” in Item 1A. Risk Factors.

Governance

PG&E Corporation’s and the Utility’s Boards of Directors, particularly their Safety and Nuclear Oversight Committees, have primary responsibility for overseeing cybersecurity risk management, including reviewing the companies’ cybersecurity policies, controls, and procedures. The Safety and Nuclear Oversight Committees participate in cybersecurity risk reviews to promote alignment in operations and asset management in the implementation of mitigation strategies designed to reduce the risk and impact of cybersecurity threats. In the event that the Safety and Nuclear Oversight Committees identify significant exposures, including with respect to cybersecurity, they communicate such exposure to the Boards of Directors to assess PG&E Corporation’s and the Utility’s risk identification, risk management, and mitigation strategies. Management provides briefings to the Safety and Nuclear Oversight Committees at least annually, as well as briefings on important cybersecurity incidents and threats as necessary and appropriate or as requested. These briefings include describing cybersecurity threats, defenses, mitigation strategies, and risk data analytics that may impact the companies’ significant assets.

The Executive Vice President and Chief Information Officer of PG&E Corporation and the Utility and the Senior Vice President, Chief Security Officer, and Chief Data and Analytics Officer of the Utility have collectively over 50 years of prior work experience in various roles involving information technology and cybersecurity functions. They are responsible for assessing and managing cybersecurity risks in collaboration with the enterprise risk management team. Such persons are informed about cybersecurity vulnerabilities and incidents through daily and weekly operating reviews conducted by management and personnel closest to the work as part of the Lean operating system and as otherwise appropriate.

Item 2. PROPERTIES

The Utility owns or has obtained the right to occupy or use real property comprising the Utility’s electricity and natural gas distribution facilities, electric generation facilities, natural gas gathering facilities and generation facilities, and natural gas and electricity transmission facilities, which are described in Item 1. Business, under “Electric Utility Operations”, “Natural Gas Utility Operations,” and “Nuclear Operations.” The Utility occupies or uses real property primarily through various leases, easements, rights-of-way, permits, or licenses from private landowners or governmental authorities. Virtually all of the Utility’s plant property is subject to the lien of a first mortgage bond indenture.

In June 2025, the Utility closed on its acquisition of the Oakland General Office property, which serves as the headquarters of PG&E Corporation and the Utility. For more information, see Note 2 of the Notes to the Consolidated Financial Statements in Item 8.

Item 3. LEGAL PROCEEDINGS

In addition to the following proceedings, PG&E Corporation and the Utility are parties to various lawsuits and regulatory proceedings in the ordinary course of their business. For more information regarding material lawsuits and proceedings, see “Litigation and Other Matters” in Item 7. MD&A, Item 1A. Risk Factors and Notes 9, 14, and 15 of the Notes to the Consolidated Financial Statements in Item 8**.**

SEC rules require disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that the company reasonably believes will exceed a specified threshold. Consistent with SEC rules, each of PG&E Corporation and the Utility has elected to use $1 million as the quantitative threshold for disclosure of such proceedings.

CZU Lightning Complex Fire Notices of Violation

Between November 2020 and January 2021, several governmental entities raised concerns regarding the Utility’s emergency response to the 2020 CZU Lightning Complex fire, including Cal Fire, the California Coastal Commission, the Central Coast Regional Water Quality Control Board, and the Santa Cruz County Board of Supervisors alleging environmental, vegetation management, and unpermitted work violations. The Utility continues to work with the California Coastal Commission and the Central Coast Regional Water Quality Control Board to resolve any outstanding issues. Violations can result in penalties, remediation, and other relief.

Based on the information available, PG&E Corporation and the Utility believe it is probable that a liability has been incurred. Accordingly, PG&E Corporation and the Utility have recorded charges for amounts that are not material. PG&E Corporation and the Utility do not believe that the resolution of these matters will have a material impact on their financial condition, results of operations, or cash flows.

Butte Canal Breach

On August 9, 2023, a canal in Butte County owned by the Utility breached. The Central Valley Regional Water Quality Control Board has alleged environmental violations in connection with the breach. Violations can result in penalties, remediation, and other relief.

Based on the information available, PG&E Corporation and the Utility believe it is probable that a liability has been incurred, but the amount of the liability is not reasonably estimable. PG&E Corporation and the Utility do not believe that the resolution of this matter will have a material impact on their financial condition, results of operations, or cash flows.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following individuals serve as executive officers of PG&E Corporation and the Utility (as applicable), as of February 11, 2026.

NameAgeEntity At Which Officer is an Executive OfficerTitleTime in Position
Patricia K. Poppe57PG&E CorporationChief Executive Officer, PG&E CorporationJanuary 2021 to present
President and Chief Executive Officer, CMS Energy CorporationJuly 2016 to December 2020
Carolyn J. Burke58PG&E CorporationExecutive Vice President and Chief Financial Officer, PG&E CorporationMay 2023 to present
Chief Financial Officer & Executive Vice President, Chevron Phillips Chemical Company LLCFebruary 2019 to September 2022
Jason M. Glickman45PG&E Corporation, UtilityExecutive Vice President, Strategy and Growth, PG&E Corporation and UtilityJanuary 2026 to present
Executive Vice President, Engineering, Planning, and Strategy, UtilityMay 2021 to December 2025
Global Head of Utilities and Renewables, Bain & CompanyMarch 2020 to April 2021
Partner, Bain & CompanyJanuary 2014 to April 2021
Carla J. Peterman47PG&E CorporationPresident, PG&E Corporation, and Executive Vice President, Customer and Corporate Affairs, PG&E CorporationJanuary 2026 to present
Executive Vice President, Corporate Affairs and Chief Sustainability Officer, PG&E CorporationOctober 2021 to December 2025
Executive Vice President, Corporate Affairs, PG&E CorporationJune 2021 to September 2021
Senior Vice President, Strategy and Regulatory Affairs, Southern California Edison CompanySeptember 2019 to May 2021
Commissioner, California Public Utilities CommissionDecember 2012 to December 2018
Marlene M. Santos65PG&E Corporation, UtilityExecutive Vice President, Enterprise Transformation Officer, PG&E Corporation and UtilityJanuary 2026 to present
Executive Vice President and Chief Customer and Enterprise Solutions Officer, UtilityOctober 2023 to December 2025
Executive Vice President and Chief Customer Officer, UtilityMarch 2021 to October 2023
President, Gulf Power CompanyJanuary 2019 to March 2021
John R. Simon61PG&E CorporationExecutive Vice President, General Counsel and Chief Ethics & Compliance Officer, PG&E CorporationAugust 2020 to present
Sumeet Singh47PG&E Corporation, UtilityChief Executive Officer, Pacific Gas and Electric Company, and Executive Vice President, Energy Delivery, UtilityJanuary 2026 to present
Executive Vice President, Operations and Chief Operating Officer, UtilityMarch 2023 to December 2025
Executive Vice President, Chief Risk and Chief Safety Officer, PG&E Corporation and UtilityJanuary 2022 to February 2023
Senior Vice President and Chief Risk Officer, PG&E Corporation and UtilityFebruary 2021 to December 2021
Interim President and Chief Risk Officer, Pacific Gas and Electric Company; Senior Vice President and Chief Risk Officer, PG&E CorporationJanuary 2021 to January 2021
Senior Vice President and Chief Risk Officer, PG&E Corporation and UtilityAugust 2020 to December 2021
Alejandro T. Vallejo49PG&E Corporation, UtilityExecutive Vice President, Chief People Officer, PG&E Corporation and UtilitySeptember 2025 to present
Chief Risk Officer and Senior Vice President, Ethics and Compliance, PG&E Corporation and UtilityAugust 2023 to September 2025
Vice President, Compliance and Ethics, and Deputy General Counsel, UtilityDecember 2020 to July 2023
Ajay Waghray64PG&E Corporation, UtilityExecutive Vice President and Chief Information Officer, PG&E Corporation and UtilityJanuary 2024 to present
Executive Vice President and Chief Information Officer, PG&E CorporationJuly 2023 to December 2023
Senior Vice President and Chief Information Officer, PG&E CorporationSeptember 2020 to June 2023
Stephanie N. Williams43UtilityVice President, Chief Financial Officer and Controller, UtilityJanuary 2023 to present
Vice President and Controller, PG&E CorporationJanuary 2023 to present
Vice President, Finance and Planning, UtilityJanuary 2020 to January 2023
Senior Director, Business Finance Electric Operations, UtilityMarch 2019 to December 2019

PART II

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

As of February 4, 2026, there were 38,490 holders of record of PG&E Corporation common stock. A substantially greater number of holders of PG&E Corporation common stock are “street name” or beneficial holders, whose shares of record are held by banks, brokers, and other financial institutions. PG&E Corporation common stock is listed on the New York Stock Exchange and is traded under the symbol “PCG.” Shares of common stock of the Utility are wholly owned by PG&E Corporation and do not trade in the public market.

For information regarding dividends, see “Liquidity and Financial Resources - Dividends” in Item 7. MD&A and PG&E Corporation’s Consolidated Statements of Equity, the Utility’s Consolidated Statements of Shareholders’ Equity, and Note 6 of the Notes to the Consolidated Financial Statements in Item 8.

Item 6. [RESERVED]

Not applicable.

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

This is a combined report of PG&E Corporation and the Utility and includes separate Consolidated Financial Statements for each of these two entities. This combined MD&A should be read in conjunction with the Consolidated Financial Statements and the Notes to the Consolidated Financial Statements included in Item 8.

Generally, PG&E Corporation’s and the Utility’s revenues vary based on the outcomes of ratemaking proceedings and the amount of pass-through costs incurred. See “Ratemaking Mechanisms” in Item 1. Description of the Business regarding how the Utility’s revenues are determined. Factors that cause costs to vary include the cost of purchased power and fuel; the costs of procurement storage, transportation of natural gas; weather; criminal, civil and regulatory charges for wildfires; the outcomes of ratemaking proceedings; and increases in interest expense as a result of additional debt issuances.

The discussion related to the results of operations and liquidity for 2024 compared to 2023 is incorporated by reference to Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in PG&E Corporation’s and the Utility’s combined Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC in February 2025.

Key Factors Affecting Financial Results

PG&E Corporation and the Utility believe that their financial condition, results of operations, liquidity, and cash flows may be materially affected by the following factors:

  • The Uncertainties in Connection with Wildfires, Wildfire Mitigation, and Associated Cost Recovery. PG&E Corporation’s and the Utility’s financial condition, results of operations, liquidity, and cash flows may be materially affected by the costs and effectiveness of the Utility’s wildfire mitigation initiatives; the extent of damages from wildfires that do occur; the financial impacts of wildfires; and PG&E Corporation’s and the Utility’s ability to mitigate those financial impacts with insurance, self-insurance, the Wildfire Fund, the Continuation Account, and regulatory recovery.

In response to the wildfire threat facing California, PG&E Corporation and the Utility have taken aggressive steps designed to mitigate the threat of catastrophic wildfires. The Utility’s wildfire mitigation initiatives include EPSS, PSPS, vegetation management, asset inspections, system hardening, situational awareness tools, and ignition response. These initiatives reduce but do not eliminate the Utility’s wildfire risk.

Despite these extensive measures, the Utility’s equipment may still be involved in the ignition of future wildfires, including catastrophic wildfires. This risk is exacerbated by a variety of factors, including climate change and severe weather events (in particular, extended periods of seasonal dryness coupled with periods of high wind velocities and other storms), as well as infrastructure and vegetation conditions. Once an ignition has occurred, the Utility may be unable to control the extent of damages, which is determined primarily by environmental and vegetation conditions, third-party suppression efforts, and the location of the wildfire.

PG&E Corporation and the Utility have and will continue to incur substantial expenditures in connection with these initiatives. For more information on incurred expenditures, see Note 3 of the Notes to the Consolidated Financial Statements. The extent to which the Utility will be able to recover these expenditures and other potential costs through rates is uncertain. The Utility could also face fines, penalties, enforcement action, or other adverse legal or regulatory consequences for noncompliance related to wildfire mitigation efforts.

The financial impact of past wildfires is significant. As of December 31, 2025, PG&E Corporation and the Utility have incurred significant liabilities for past wildfires (aggregate liability estimates of $1.325 billion for the 2019 Kincade fire, $2.15 billion for the 2021 Dixie fire, and $350 million for the 2022 Mosquito fire). These estimates do not include all categories of potential damages and losses.

PG&E Corporation and the Utility may be able to mitigate the financial impact of future wildfires in excess of insurance coverage or self-insurance through the Wildfire Fund, the Continuation Account, or cost recovery through rates. Each of these mitigations involves uncertainties, and liabilities could exceed available recoveries. Recorded liabilities in connection with the 2019 Kincade fire and the 2021 Dixie fire have exceeded potential amounts recoverable under applicable insurance policies. See “Loss Recoveries” in Note 14 of the Notes to the Consolidated Financial Statements in Part II, Item 8.

If the eligible claims for liabilities arising from wildfires were to exceed $1.0 billion in any Wildfire Fund or Continuation Account coverage year (“Coverage Year”), the Wildfire Fund or the Continuation Account, as applicable, may be available to reimburse the Utility such excess amount. The Utility’s ability to recover wildfire costs depends on the Wildfire Fund or the Continuation Account having sufficient remaining funds, and the Wildfire Fund or the Continuation Account may also be depleted more quickly than expected as a result of claims made by California’s other participating electric utility companies. Whether the Utility will be required to reimburse the Wildfire Fund or the Continuation Account depends on its ability to demonstrate to the CPUC that paid wildfire-related costs were just and reasonable.

With respect to the Wildfire Fund, SCE has disclosed that a liability for the wildfire that began on January 7, 2025, in Eaton Canyon in Los Angeles County, California (the “Eaton fire”) is probable but not reasonably estimable. PG&E Corporation and the Utility expect to reduce their 20-year estimated life of the Wildfire Fund and assess the Wildfire Fund asset for accelerated amortization based on reliable, publicly available information, including when and if SCE accrues a liability or a Wildfire Fund receivable, respectively (see Note 2 of the Notes to the Consolidated Financial Statements in Part II, Item 8).

Recoveries for the 2019 Kincade fire are also subject to a 40% limitation on the allowed amount of claims arising before emergence from bankruptcy. The Utility has recorded an aggregate Wildfire Fund receivable of $1.150 billion for the 2021 Dixie fire, of which it had received $851 million as of December 31, 2025.

With respect to the Continuation Account, additional uncertainties include whether the Wildfire Fund administrator determines that the Continuation Account is necessary, whether the CPUC authorizes extending the non-bypassable charge, whether the administrator determines that additional contributions are needed and, if so, the timing of those contingent contributions.

The Utility will be permitted to recover its wildfire-related claims in excess of available insurance and legal fees through rates unless the CPUC or the FERC, as applicable, determines that the Utility has not met the applicable prudency standard. The revised prudency standard under AB 1054 has not been interpreted or applied by the CPUC, and it is possible that the CPUC could interpret the standard or apply it to the relevant facts differently from how the Utility has interpreted and applied the standard, in which case the Utility may not be able to recover some or all of the expenses that it has recorded as receivables. As of December 31, 2025, the Utility has recorded receivables for regulatory recovery of $632 million for the 2021 Dixie fire and $61 million for the 2022 Mosquito fire. See “2021 Dixie Fire” and “2022 Mosquito Fire” in Note 14 of the Notes to the Consolidated Financial Statements in Part II, Item 8 for more information.

  • The Timing and Outcome of Ratemaking Proceedings, Other Proceedings, and Legislation. Regulatory ratemaking proceedin

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Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information responding to Item 7A is set forth under the heading “Risk Management Activities,” in MD&A in Item 7 and in Note 10: Derivatives and Note 11: Fair Value Measurements of the Notes to the Consolidated Financial Statements in Item 8.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

PG&E CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(in millions, except per share amounts)

Year ended December 31,
202520242023
Operating Revenues
Electric$18,318$17,811$17,424
Natural gas6,6176,6087,004
Total operating revenues24,93524,41924,428
Operating Expenses
Cost of electricity2,6092,2612,443
Cost of natural gas1,1071,1921,754
Operating and maintenance11,34911,80811,924
SB 901 securitization charges, net35331,267
Wildfire-related claims, net of recoveries1009464
Wildfire Fund expense352383567
Depreciation, amortization, and decommissioning4,6344,1893,738
Total operating expenses20,18619,96021,757
Operating Income4,7494,4592,671
Interest income520604606
Interest expense(3,028)(3,051)(2,850)
Other income, net182300272
Income Before Income Taxes2,4232,312699
Income tax benefit(280)(200)(1,557)
Net Income2,7032,5122,256
Preferred stock dividend requirement1103714
Income Available for Common Shareholders$2,593$2,475$2,242
Weighted Average Common Shares Outstanding, Basic2,1972,1412,064
Weighted Average Common Shares Outstanding, Diluted2,2022,1472,138
Net Income Per Common Share, Basic$1.18$1.16$1.09
Net Income Per Common Share, Diluted$1.18$1.15$1.05

See accompanying Notes to the Consolidated Financial Statements.

PG&E CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

Year ended December 31,
202520242023
Net Income$2,703$2,512$2,256
Other Comprehensive Income (Loss)
Pension and other postretirement benefit plans obligations (net of taxes of $4, $3, and $6, respectively)(11)(7)(16)
Net unrealized gain (losses) on available-for-sale securities (net of taxes of $2, $0, and $3, respectively)518
Total other comprehensive income (loss)(6)(6)(8)
Comprehensive Income2,6972,5062,248
Preferred stock dividend requirement1103714
Comprehensive Income Attributable to Common Shareholders$2,587$2,469$2,234

See accompanying Notes to the Consolidated Financial Statements.

PG&E CORPORATION

CONSOLIDATED BALANCE SHEETS

(in millions)

Balance at
December 31, 2025December 31, 2024
ASSETS
Current Assets
Cash and cash equivalents$713$940
Restricted cash and restricted cash equivalents (includes $225 million and $263 million related to VIEs at respective dates)259273
Accounts receivable
Customers (net of allowance for doubtful accounts of $408 million and $418 million at respective dates) (includes $1.9 billion related to VIEs, net of allowance for doubtful accounts of $408 million and $418 million at respective dates)2,2672,220
Accrued unbilled revenue (includes $1.3 billion related to VIEs at respective dates)1,4631,487
Regulatory balancing accounts6,3007,227
Other (net of allowance for doubtful accounts of $69 million and $35 million at respective dates)1,7191,810
Regulatory assets305234
Inventories
Gas stored underground and fuel oil7552
Materials and supplies745768
Wildfire Fund asset297301
Wildfire self-insurance asset1,043905
Other644999
Total current assets15,83017,216
Property, Plant, and Equipment
Property, Plant, and Equipment128,989118,262

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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCE DISCLOSURE

Not applicable.

Item 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Based on an evaluation of PG&E Corporation’s and the Utility’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025, PG&E Corporation’s and the Utility’s respective principal executive officers and principal financial officers have concluded that such controls and procedures were effective as of such date to ensure that information required to be disclosed by PG&E Corporation and the Utility in reports that the companies file or submit under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and (ii) accumulated and communicated to PG&E Corporation’s and the Utility’s management, including PG&E Corporation’s and the Utility’s respective principal executive officers and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control over Financial Reporting

Management of PG&E Corporation and the Utility have prepared an annual report on internal control over financial reporting. Management’s report, together with the report of the independent registered public accounting firm, appears in Item 8 of this 2025 Form 10-K under the heading “Management’s Report on Internal Control Over Financial Reporting” and “Report of Independent Registered Public Accounting Firm.”

Registered Public Accounting Firm’s Report on Internal Control over Financial Reporting

Deloitte & Touche LLP, an independent registered public accounting firm, has audited PG&E Corporation’s and the Utility’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. See “Report of Independent Registered Public Accounting Firm” in Part II, Item 8 of this 2025 Form 10-K.

Changes in Internal Control over Financial Reporting

There were no changes in internal control over financial reporting that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, PG&E Corporation’s or the Utility’s internal control over financial reporting.

Item 9B. OTHER INFORMATION

On November 3, 2025, John R. Simon, who serves as the Executive Vice President, General Counsel and Chief Ethics and Compliance Officer of PG&E Corporation, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, for the sale of up to 50,000 shares of PG&E Corporation common stock. The trading arrangement will terminate on the earlier of August 1, 2026 or the execution of the sale of all 50,000 shares.

On November 4, 2025, Patricia K. Poppe, who serves as the Chief Executive Officer of PG&E Corporation, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), for the sale of up to 62,500 shares of PG&E Corporation common stock. The trading arrangement will terminate on the earlier of July 31, 2026 or the execution of the sale of all 62,500 shares.

On November 13, 2025, Sumeet Singh, who serves as the Chief Executive Officer, Pacific Gas and Electric Company, and Executive Vice President, Energy Delivery of the Utility, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), for the sale of an indeterminate number of shares of PG&E Corporation common stock. The number of shares that may be sold under this Rule 10b5-1 trading arrangement will vary based on the number of shares that Mr. Singh receives when his performance share units (“PSUs”) vest. Assuming that the PSUs vest at 100% of target, this Rule 10b5-1 plan would entail the sale of 52,450 shares, but the actual number could vary based on the number of PSUs that vest. In addition, the maximum number of shares to be sold will be reduced by shares withheld to satisfy tax withholding obligations that arise in connection with the vesting and settlement. The trading arrangement will terminate on the earlier of May 15, 2026 or the execution of the sale of all covered shares.

On November 25, 2025, Kerry W. Cooper, who serves as the Chair of the Board of PG&E Corporation, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), for the sale of up to 10,000 shares of PG&E Corporation common stock. The trading arrangement will terminate on the earlier of December 31, 2026 or the execution of the sale of all 10,000 shares.

On December 11, 2025, Carla J. Peterman, who serves as the President, PG&E Corporation, and Executive Vice President, Customer & Corporate Affairs of PG&E Corporation, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), for the sale of an indeterminate number of shares of PG&E Corporation common stock. The number of shares that may be sold under this Rule 10b5-1 trading arrangement will vary based on the number of shares that Ms. Peterman receives when her PSUs vest. Assuming that the PSUs vest at 100% of target, this Rule 10b5-1 plan would entail the sale of 96,095 shares, but the actual number could vary based on the number of PSUs that vest. In addition, the maximum number of shares to be sold will be reduced by shares withheld to satisfy tax withholding obligations that arise in connection with the vesting and settlement. The trading arrangement will terminate on the earlier of November 30, 2026 or the execution of the sale of all covered shares.

Certain officers have made elections to participate in, and are participating in, the PG&E Corporation Retirement Savings Plan, which includes a PG&E Corporation Common Stock Fund investment option, and non-qualified deferred compensation plans, which may have a similar option and are described in PG&E Corporation’s and the Utility’s joint proxy statement. Also, certain officers have made, and may from time to time make, elections to have shares withheld to cover withholding taxes upon the vesting of restricted stock units or performance share units, or to pay the exercise price and withholding taxes for stock options, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may constitute “non-Rule 10b5-1 trading arrangements” (as defined in Item 408(c) of Regulation S-K).

Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information regarding executive officers of PG&E Corporation and the Utility is set forth under “Information About Our Executive Officers” at the end of Part I of this 2025 Form 10-K.

PG&E Corporation and the Utility have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of their securities by directors, officers, and employees. PG&E Corporation and the Utility have a policy of not issuing or purchasing securities while in possession of material nonpublic information but do not have written procedures for the repurchase of their securities. PG&E Corporation and the Utility believe their insider trading policies and procedures are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and applicable listing standards. A copy of the insider trading policy is filed as Exhibit 19 to this Form 10-K.

Other information required by this Item 10 will be included in the Joint Proxy Statement relating to the 2026 Annual Meetings of Shareholders to be filed with the SEC within 120 days after the companies’ fiscal year end of December 31, 2025 under the headings “Election of Directors of PG&E Corporation and Pacific Gas and Electric Company” (under the subheadings “Nominees,” “Committee Responsibilities,” “Committee Membership Requirements,” and “Delinquent Section 16(a) Reports,”) and “User Guide” (under the subheading “2026 Annual Meetings,”) which information is incorporated herein by reference.

Website Availability of Code of Ethics, Corporate Governance and Other Documents

PG&E Corporation and the Utility have adopted the following documents:

  • A Code of Conduct applicable to all officers and employees;

  • A Code of Conduct applicable to directors;

  • A Code of Conduct applicable to suppliers and contractors;

  • Corporate Governance Guidelines (separate guidelines for PG&E Corporation and the Utility); and

  • Charters for committees of the Board, including charters for the Audit Committees, the PG&E Corporation Sustainability and Governance Committee, the PG&E Corporation Finance and Innovation Committee and the PG&E Corporation People and Compensation Committee.

Each of these documents is available on PG&E Corporation’s website at https://www.pgecorp.com/about/corporate-governance.html or https://www.pgecorp.com/about/compliance-and-ethics.html.

Any amendment to or waiver from either Code of Conduct that applies to the respective executive officers or directors of PG&E Corporation or the Utility will be posted on PG&E Corporation’s website, www.pgecorp.com.

Item 11. EXECUTIVE COMPENSATION

Information responding to Item 11, for each of PG&E Corporation and the Utility, will be included under the headings “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Summary Compensation Table - 2025,” “Grants of Plan-Based Awards in 2025,” “Outstanding Equity Awards at Fiscal Year End - 2025,” “Option Exercises and Stock Vested during 2025,” “Pension Benefits - 2025,” “Non-Qualified Deferred Compensation - 2025,” “Potential Payments Upon Resignation, Retirement, Termination, Change in Control, Death, or Disability,” “Compensation of Non-Employee Directors,” and “Principal Executive Officers’ (PEO) Pay Ratio - 2025,” in the Joint Proxy Statement relating to the 2026 Annual Meetings of Shareholders, which information is incorporated herein by reference.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information regarding the beneficial ownership of securities for each of PG&E Corporation and the Utility will be set forth under the headings “Share Ownership Information – Security Ownership of Management” and “Share Ownership Information – Principal Shareholders” in the Joint Proxy Statement relating to the 2026 Annual Meetings of Shareholders, which information is incorporated herein by reference.

Equity Compensation Plan Information

The following table provides information as of December 31, 2025 concerning shares of PG&E Corporation common stock authorized for issuance under PG&E Corporation’s existing equity compensation plans.

(a)(b)(c)
Plan CategoryNumber of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and RightsWeighted Average Exercise Price of Outstanding Options, Warrants and RightsNumber of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity compensation plans approved by shareholders22,859,547(1)$41.27(2)51,401,320(3)
Equity compensation plans not approved by shareholders———
Total equity compensation plans22,859,547(1)$41.27(2)51,401,320(3)

(1) Includes 162 phantom stock units, 10,842,071 restricted stock units and 11,384,846 performance shares. The weighted average exercise price reported in column (b) does not take these awards into account. For performance shares, amounts reflected in this table assume payout in shares at 200% of target for operational and financial metrics or, for performance shares granted in 2022, amounts reflect the estimated payout percentage of 110% for performance shares using operational and financial metrics, and 200% of target for the total shareholder return metric. The actual number of shares issued can range from zero percent to 200% of target depending on achievement of performance objectives. Restricted stock units and performance shares are generally settled in net shares. Upon vesting, shares with a value equal to required tax withholding will be withheld and, in lieu of issuing the shares, taxes will be paid on behalf of employees. Shares not issued due to share withholding or performance achievement below maximum will be available again for issuance.

(2) This is the weighted average exercise price for the 632,468 options outstanding as of December 31, 2025.

(3) Represents the total number of shares available for issuance under all PG&E Corporation’s equity compensation plans as of December 31, 2025. Stock-based awards granted under these plans include restricted stock units, performance shares, stock options, and phantom stock units. The PG&E Corporation 2014 LTIP, which became effective on May 12, 2014, authorized up to 17 million shares to be issued pursuant to awards granted under the LTIP. In addition, 5.5 million shares related to awards outstanding under the 2006 LTIP at December 31, 2013, or awards granted under the PG&E Corporation 2006 LTIP from January 1, 2014, through May 11, 2014, were cancelled, forfeited, or expired and became available for issuance under the LTIP. A further 30 million shares were authorized for issuance under the PG&E Corporation 2014 LTIP on July 1, 2020, as part of the Plan. Lastly, an additional 44 million shares were authorized for issuance under the PG&E Corporation 2021 LTIP on June 1, 2021.

For more information, see Note 6 of the Notes to the Consolidated Financial Statements in Item 8.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information responding to Item 13, for each of PG&E Corporation and the Utility, will be included under the headings “Related Person Transactions,” “Independence,” and “Committee Membership Requirements” in the Joint Proxy Statement relating to the 2026 Annual Meetings of Shareholders, which information is incorporated herein by reference.

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information responding to Item 14, for each of PG&E Corporation and the Utility, will be included under the heading “Information Regarding the Independent Auditor for PG&E Corporation and Pacific Gas and Electric Company” in the Joint Proxy Statement relating to the 2026 Annual Meetings of Shareholders, which information is incorporated herein by reference.

PART IV

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

a. The following documents are filed as a part of this report:

1.The following Consolidated Financial Statements, supplemental information and report of independent registered public accounting firm are filed as part of this report in Item 8:

Consolidated Statements of Income for the Years Ended December 31, 2025, 2024, and 2023 for each of PG&E Corporation and Pacific Gas and Electric Company.

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025, 2024, and 2023 for each of PG&E Corporation and Pacific Gas and Electric Company.

Consolidated Balance Sheets at December 31, 2025 and 2024 for each of PG&E Corporation and Pacific Gas and Electric Company.

Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024, and 2023 for each of PG&E Corporation and Pacific Gas and Electric Company.

Consolidated Statements of Equity for the Years Ended December 31, 2025, 2024, and 2023 for PG&E Corporation.

Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2025, 2024, and 2023 for Pacific Gas and Electric Company.

Notes to the Consolidated Financial Statements.

Management’s Report on Internal Controls.

Reports of Independent Registered Public Accounting Firm (Deloitte & Touche LLP).

2.The following financial statement schedules are filed as part of this report:

Consolidated Financial Information of PG&E Corporation (“Parent”) as of December 31, 2025 and 2024 and for the Years Ended December 31, 2025, 2024, and 2023.

Consolidated Valuation and Qualifying Accounts for each of PG&E Corporation and Pacific Gas and Electric Company for the Years Ended December 31, 2025, 2024, and 2023.

3.Exhibits required by Item 601 of Regulation S-K

Exhibit NumberExhibit Description
3.1Conformed Version of Amended and Restated Articles of Incorporation of PG&E Corporation, filed June 22, 2020, as amended by the Certificate of Amendment of Articles of Incorporation of PG&E Corporation, filed May 24, 2022 (incorporated by reference to PG&E Corporation’s Form 10-K for the year ended December 31, 2022 (File No. 1-12609), Exhibit 3.1)
3.2Certificate of Determination of 6.000% Series A Mandatory Convertible Preferred Stock of PG&E Corporation, filed with the Secretary of State of the State of California and effective as of December 5, 2024 (incorporated by reference to PG&E Corporation’s Form 8-K dated December 2, 2024 (File No. 1-12609) , Exhibit 3.1)
3.3Bylaws of PG&E Corporation, Amended and Restated as of December 12, 2024 (incorporated by reference to PG&E Corporation’s Form 8-K dated December 12, 2024 (File No. 1-12609), Exhibit 3.1)
3.4Amended and Restated Articles of Incorporation of Pacific Gas and Electric Company, effective as of June 22, 2020 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated June 20, 2020 (File No. 1-2348), Exhibit 3.2)
3.5Bylaws of Pacific Gas and Electric Company, Amended and Restated as of December 11, 2025 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated December 11, 2025 (File No. 1-2348), Exhibit 3.1)
4.1 (a)Description of PG&E Corporation’s Securities - Common Stock and Preferred Stock
4.1 (b)Description of Pacific Gas and Electric Company’s Securities - Preferred Stock
4.1 (c)Form of Certificate for 6.000% Series A Mandatory Convertible Preferred Stock (included within Exhibit 3.2 above) (incorporated by reference to PG&E Corporation’s Form 8-K dated December 2, 2024 (File No. 1-2609), Exhibit 3.1)
4.2Indenture, dated as of April 22, 2005, supplementing, amending and restating the Indenture of Mortgage, dated as of March 11, 2004 (as supplemented) between Pacific Gas and Electric Company and The Bank of New York Trust Company, N.A. (incorporated by reference to Pacific Gas and Electric Company’s Form 10-Q for the quarter ended March 31, 2005 (File No. 1-2348), Exhibit 4.1)
4.2.1Sixteenth Supplemental Indenture, dated as of December 1, 2011 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated December 1, 2011 (File No. 1-2348), Exhibit 4.1)
4.2.2Seventeenth Supplemental Indenture, dated as of April 16, 2012 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated April 16, 2012 (File No. 1-2348), Exhibit 4.1)
4.2.3Eighteenth Supplemental Indenture, dated as of August 16, 2012 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated August 16, 2012 (File No. 1-2348), Exhibit 4.1)
4.2.4Nineteenth Supplemental Indenture, dated as of June 14, 2013 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated June 14, 2013 (File No. 1-2348), Exhibit 4.1)
4.2.5Twenty-First Supplemental Indenture, dated as of February 21, 2014 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated February 21, 2014 (File No. 1-2348), Exhibit 4.1)
4.2.6Twenty-Third Supplemental Indenture, dated as of August 18, 2014 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated August 18, 2014 (File No. 1-2348), Exhibit 4.1)
4.2.7Twenty-Fourth Supplemental Indenture, dated as of November 6, 2014 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated November 6, 2014 (File No. 1-2348), Exhibit 4.1)
4.2.8[Twe

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Item 16. FORM 10-K SUMMARY

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrants have duly caused this Annual Report on Form 10-K for the year ended December 31, 2025 to be signed on their behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrants and in the capacities and on the dates indicated.

PG&E CORPORATIONPACIFIC GAS AND ELECTRIC COMPANY
(Registrant)(Registrant)
/s/ PATRICIA K. POPPE/s/ SUMEET SINGH
Patricia K. PoppeSumeet Singh
By:Chief Executive OfficerBy:Chief Executive Officer, Pacific Gas and Electric Company, and Executive Vice President, Energy Delivery
Date:February 11, 2026Date:February 11, 2026
SignatureTitleDate
A. Principal Executive Officers
/s/ PATRICIA K. POPPEChief Executive OfficerFebruary 11, 2026
Patricia K. Poppe(PG&E Corporation)
/s/ SUMEET SINGHChief Executive Officer, Pacific Gas and Electric Company, and Executive Vice President, Energy DeliveryFebruary 11, 2026
Sumeet Singh(Pacific Gas and Electric Company)
B. Principal Financial Officers
/s/ CAROLYN J. BURKEExecutive Vice President and Chief Financial OfficerFebruary 11, 2026
Carolyn J. Burke(PG&E Corporation)
/s/ STEPHANIE N. WILLIAMSVice President and Controller (PG&E Corporation)February 11, 2026
Stephanie N. WilliamsVice President, Chief Financial Officer, and Controller (Pacific Gas and Electric Company)
C. Principal Accounting Officer
/s/ STEPHANIE N. WILLIAMSVice President and Controller (PG&E Corporation)February 11, 2026
Stephanie N. WilliamsVice President, Chief Financial Officer, and Controller (Pacific Gas and Electric Company)
D. Directors (PG&E Corporation and Pacific Gas and Electric Company, unless otherwise noted)
*/s/ RAJAT BAHRIDirectorFebruary 11, 2026
Rajat Bahri
*/s/ CHERYL F. CAMPBELLDirectorFebruary 11, 2026
Cheryl F. CampbellChair of the Board (Pacific Gas and Electric Company)
*/s/ EDWARD G. CANNIZZARODirectorFebruary 11, 2026
Edward G. Cannizzaro
*/s/ KERRY W. COOPERDirectorFebruary 11, 2026
Kerry W. CooperChair of the Board (PG&E Corporation)
*/s/ LEO P. DENAULTDirectorFebruary 11, 2026
Leo P. Denault
*/s/ JESSICA L. DENECOURDirectorFebruary 11, 2026
Jessica L. Denecour
*/s/ MARK E. FERGUSON IIIDirectorFebruary 11, 2026
Mark E. Ferguson III
*/s/ W. CRAIG FUGATEDirectorFebruary 11, 2026
W. Craig Fugate
*/s/ ARNO L. HARRISDirectorFebruary 11, 2026
Arno L. Harris
*/s/ CARLOS M. HERNANDEZDirectorFebruary 11, 2026
Carlos M. Hernandez
*/s/ JOHN O. LARSENDirectorFebruary 11, 2026
John O. Larsen
*/s/ PATRICIA K. POPPEDirectorFebruary 11, 2026
Patricia K. Poppe
*/s/ WILLIAM L. SMITHDirectorFebruary 11, 2026
William L. Smith
*/s/ BENJAMIN F. WILSONDirectorFebruary 11, 2026
Benjamin F. Wilson
*/s/ SUMEET SINGHDirector (Pacific Gas and Electric Company)February 11, 2026
Sumeet Singh
*By:/s/ JOHN R. SIMONFebruary 11, 2026
John R. Simon, Attorney-in-Fact

PG&E CORPORATION

SCHEDULE I — CONSOLIDATED FINANCIAL INFORMATION OF PG&E CORPORATION (“PARENT”)

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

Years Ended December 31,
(in millions, except per share amounts)202520242023
Administrative service revenue$194$146$154
Operating expenses(207)(167)(165)
Interest income111513
Interest expense(315)(270)(365)
Other expense(145)(17)(21)
Equity in earnings of subsidiaries3,0652,6972,530
Income Before Income Taxes2,6032,4042,146
Income tax benefit(86)(94)(96)
Net Income$2,689$2,498$2,242
Preferred stock dividend requirement9623—
Income Available for Common Shareholders$2,593$2,475$2,242
Other Comprehensive Income (Loss)
Pension and other postretirement benefit plans obligations (net of taxes of $0, $3, and $6, at respective dates)(3)(7)(16)
Net unrealized gain on available-for-sale securities (net of taxes of $0, $0, and $0, respectively)—1—
Total other comprehensive income (loss)(3)(6)(16)
Comprehensive Income$2,590$2,469$2,226
Weighted Average Common Shares Outstanding, Basic2,1972,1412,064
Weighted Average Common Shares Outstanding, Diluted2,2022,1472,138
Net Earnings Per Common Share, Basic$1.18$1.16$1.09
Net Earnings Per Common Share, Diluted$1.18$1.15$1.05

PG&E CORPORATION

SCHEDULE I — CONSOLIDATED FINANCIAL INFORMATION OF PG&E CORPORATION (“PARENT”) – (Continued)

CONSOLIDATED BALANCE SHEETS

Balance at December 31,
(in millions)20252024
ASSETS
Current Assets
Cash and cash equivalents$360$235
Restricted cash and restricted cash equivalents11
Advances to affiliates5413
Income taxes receivable392
Total current assets454251
Other Noncurrent Assets
Investments in subsidiaries45,11042,829
Other investments182175
Deferred income taxes682633
Total other noncurrent assets45,97443,637
TOTAL ASSETS$46,428$43,888
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable – other14636
Income taxes payable—1
Other current liabilities444420
Total current liabilities590457
Noncurrent Liabilities
Long-term debt5,6225,612
Other noncurrent liabilities151141
Total noncurrent liabilities5,7735,753
Shareholders’ Equity
Mandatory convertible preferred stock1,5791,579
Common stock39,16839,086
Reinvested earnings(650)(2,966)
Accumulated other comprehensive loss(32)(21)
Total shareholders’ equity40,06537,678
TOTAL LIABILITIES AND EQUITY$46,428$43,888

PG&E CORPORATION

SCHEDULE I – CONSOLIDATED FINANCIAL INFORMATION OF PG&E CORPORATION (“PARENT”) – (Continued)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

Year ended December 31,
202520242023
Cash Flows from Operating Activities:
Net income$2,689$2,498$2,242
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation amortization82534
Equity in earnings of subsidiaries(3,065)(2,699)(2,530)
Deferred income taxes and tax credits, net(49)(94)(116)
Current income taxes payable(33)—9
Other55940
Net cash used in operating activities(321)(233)(351)
Cash Flows From Investing Activities:
Investment in subsidiaries(1,575)(5,360)(1,290)
Dividends received from subsidiaries (1)2,3502,0251,775
Net cash provided by (used in) investing activities775(3,335)485
Cash Flows From Financing Activities:
Repayments under term loan credit facilities—(500)(2,181)
Proceeds from issuance of convertible notes, net of discount and issuance costs of $0, $0, and $27 at respective dates——2,123
Proceeds from issuance of long-term debt, net of premium and issuance costs of $0, $4, and $0 at respective dates—1,496—
Common stock issued—1,128—
Mandatory convertible preferred stock issued—1,579—
Mandatory convertible preferred stock dividends paid(97)——
Common stock dividend paid(220)(86)—
Other(12)(8)(6)
Net cash provided by (used in) financing activities(329)3,609(64)
Net change in cash, cash equivalents, restricted cash, and restricted cash equivalents1254170
Cash, cash equivalents, restricted cash, and restricted cash equivalents at January 1236195125
Cash, cash equivalents, restricted cash, and restricted cash equivalents at December 31$361$236$195
Less: Restricted cash and restricted cash equivalents(1)(1)(3)
Cash and cash equivalents at December 31$360$235$192
Supplemental disclosures of cash flow information
Cash paid for:
Interest, net of amounts capitalized$(306)$(215)$(309)
Supplemental disclosures of noncash investing and financing activities
Changes to PG&E Corporation common stock and treasury stock in connection with the share exchange with the Fire Victim Trust$—$—$(2,517)
Common stock dividends declared but not yet paid1115521
Mandatory convertible preferred stock dividends declared but not yet paid2323—

(1) Because of its nature as a holding company, PG&E Corporation classifies dividends received from subsidiaries as an investing cash flow.

PG&E CORPORATION

SCHEDULE II – CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS

For the Years Ended December 31, 2025, 2024, and 2023

(in millions)Additions
DescriptionBalance at Beginning of PeriodCharged to Costs and ExpensesCharged to Other AccountsDeductions (2)Balance at End of Period
Valuation and qualifying accounts deducted from assets:
2025:
Allowance for uncollectible accounts (1)$418$362$—$372$408
2024:
Allowance for uncollectible accounts (1)$445$312$—$339$418
2023:
Allowance for uncollectible accounts (1)$166$624$—$345$445

(1) Allowance for uncollectible accounts is deducted from “Accounts receivable - Customers.”

(2) Deductions consist principally of write-offs, net of collections of receivables previously written off.

PACIFIC GAS AND ELECTRIC COMPANY

SCHEDULE II – CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS

For the Years Ended December 31, 2025, 2024, and 2023

(in millions)Additions
DescriptionBalance at Beginning of PeriodCharged to Costs and ExpensesCharged to Other AccountsDeductions (2)Balance at End of Period
Valuation and qualifying accounts deducted from assets:
2025:
Allowance for uncollectible accounts (1)$418$362$—$372$408
2024:
Allowance for uncollectible accounts (1)$445$312$—$339$418
2023:
Allowance for uncollectible accounts (1)$166$624$—$345$445

(1) Allowance for uncollectible accounts is deducted from “Accounts receivable - Customers.”

(2) Deductions consist principally of write-offs, net of collections of receivables previously written off.