PG&E (PCG) 10-K risk factor changes: FY2025 vs FY2024

MD&A and the Consolidated Financial Statements and related notes in Part II, Item 8, Financial Statements and Supplementary Data of this [removed: 2024] [added: 2025] Form 10-K.

[removed: - [The extent to which the] [added: The] Wildfire [removed: Fund] [added: Fund, Continuation Account,] and [removed: revised recoverability standard under] [added: other provisions of] AB 1054 [added: and SB 254 may not] effectively mitigate the risk of liability for damages arising from catastrophic [removed: wildfires;](#ic60d0ca8e16f419a9afc7a3747b2d67f_73)][added: wildfires.]

Risks [removed: related] [added: Related] to [removed: enforcement matters, investigations,] [added: Regulatory Proceedings, Investigations,] and [removed: regulatory proceedings, including risks related to:][added: Enforcement Matters]

[removed: - [Outcomes of] [added: The Utility is subject to extensive regulations and] enforcement proceedings in connection with [removed: extensive regulations to] [added: compliance with regulations,] which [removed: the Utility is subject;](#ic60d0ca8e16f419a9afc7a3747b2d67f_121)][added: could result in penalties.]

[removed: - [The inability] [added: The ability] of PG&E Corporation to use some or all of [removed: its] [added: these] net operating loss carryforwards and [added: certain] other tax attributes [added: may be subject] to [removed: offset future income;](#ic60d0ca8e16f419a9afc7a3747b2d67f_148)][added: limitations.]

[removed: The] [added: For more information on wildfire recovery risk, see “The] Wildfire [removed: Fund] [added: Fund, Continuation Account,] and other provisions of AB 1054 [added: and SB 254] may not effectively mitigate the risk of liability for damages arising from catastrophic [removed: wildfires.][added: wildfires” above and Note 14 of the Notes to the Consolidated Financial Statements in Item 8.]

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 [added: disallowance cap under] AB 1054 [removed: disallowance cap.][added: and SB 254.]

Under AB [removed: 1054,] [added: 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 [removed: Wildfire Fund] [added: Continuation Account] reimbursement and all aspects of the reformed prudent manager standard.

The [removed: AB 1054 Wildfire Fund] 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.

[removed: Such funds could] [added: Funds in the Continuation Account may] be depleted more quickly than PG&E [removed: Corporation’s] [added: Corporation] and the [removed: Utility’s 20-year estimate for the life of the Wildfire Fund (see Note 2 of the Notes to the Consolidated Financial Statements in Item 8), including] [added: Utility anticipate] as a result of claims made by California’s other participating electric utility companies.

[removed: If the Utility is unable to maintain a safety certification or if the Wildfire Fund is exhausted, the ineffectiveness of the Wildfire Fund] [added: These consequences] 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 [removed: Wildfire Fund] [added: Continuation Account] for wildfire-related losses in any year that [added: 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 [removed: impairment for] [added: accelerated amortization of] the [removed: reduction in future coverage] [added: 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 [added: and the Continuation Account has had, and] is expected to [removed: have] [added: 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 [added: and the Continuation Account] may not ultimately outweigh the substantial costs of the Utility’s contributions to the Wildfire [removed: Fund.][added: Fund or the Continuation Account.]

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

PG&E Corporation’s and the Utility’s recorded [removed: liabilities] [added: liability estimates] for probable losses in connection with these fires [removed: correspond to the lower end of the range of reasonably estimable losses unless there is a better estimate,] do not include several categories of potential damages that are not reasonably estimable, and are subject to change based on new information.

[removed: The] [added: 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.

In fact, in December 2017, the CPUC denied recovery of costs that San Diego Gas & Electric Company [added: (“SDGE”)] stated it had incurred as a result of the doctrine of inverse condemnation.

Once an ignition has occurred, the Utility is unable to control the extent of damages, which [added: are] primarily determined by environmental conditions (including weather and vegetation conditions), third-party suppression efforts, and the location of the wildfire.

For more information about the 2019 Kincade fire, the 2021 Dixie fire, [removed: and] the 2022 Mosquito fire, [added: and the Wildfire-Related Securities Claims,] see Note 14 of the Notes to the Consolidated Financial Statements in Item 8.

PG&E Corporation’s and the Utility’s accrued losses for the 2019 Kincade fire and the 2021 Dixie fire of [removed: $1.225] [added: $1.325] billion and [removed: $1.925] [added: $2.15] billion exceed the amounts of available liability insurance coverage of $430 million and [removed: $527] [added: $521] million, respectively.

As of December 31, [removed: 2024,] [added: 2025,] the Utility has recorded probable recoveries of [removed: $602] [added: $632] million and [removed: $60] [added: $61] million for the 2021 Dixie fire and 2022 Mosquito fire, respectively, through FERC TO rates or as costs recorded to the WEMA.

For example, the Utility may not be able to effectively implement its WMPs if it experiences unanticipated difficulties [removed: relative to] sourcing, engaging, training, overseeing, or retaining contract workers it needs to fulfill its mitigation obligations under the WMPs.

[removed: The CPUC will assess penalties on] [added: If] the [removed: Utility if there is a finding] [added: OEIS determines] that the Utility has failed to substantially comply with its [removed: WMPs.][added: WMP, the CPUC will assess penalties.]

- an overpressure event occurring on natural gas facilities due to equipment failure, incorrect operating procedures or failure to follow correct operating procedures, or welding or fabrication-related defects, that [removed: results in the failure of downstream transmission pipelines or distribution] [added: causes] assets [added: to fail] and [added: results in] uncontained natural gas flow;

- a motor vehicle or aviation incident [removed: involving a Utility vehicle or aircraft, respectively (or one operated on behalf of the Utility)] resulting in serious injuries to or fatalities of the workforce or the public, property damage, or other consequences;

- an ineffective records management program that results in the failure to construct, [removed: operate] [added: operate,] and maintain a utility system safely and prudently;

For more information, see “The Utility’s operational networks and information technology systems could be impacted by a cyber incident, cybersecurity breach, [removed: or] physical [removed: attack”] [added: attack, or technology failure”] below.

Further, the Utility often enters into agreements for third-party contractors to perform work, such as patrolling and inspection of facilities, vegetation management, or the construction or demolition [removed: or] [added: of] facilities.

Various jurisdictions within California have enacted prohibitions or restrictions on use and consumption of natural gas, for example in buildings, that [added: have reduced, and] will [added: continue to] reduce the use of natural gas.

The Utility’s operational networks and information technology systems could be impacted by a cyber incident, cybersecurity breach, [removed: or] physical [removed: attack.][added: attack, or technology failure.]

Physical attacks targeting the Utility’s physical assets or personnel [removed: could cause] [added: have caused] damage, [removed: disrupt] [added: disrupted] operations, [removed: or cause injuries.][added: and caused injuries and could do so in the future.]

Any failure, interruption, or decrease in the functionality of the Utility’s operational networks could cause harm to the public or employees, significantly disrupt operations, negatively impact the Utility’s ability to safely generate, transport, deliver and store energy and gas or otherwise operate in a safe and efficient manner or at all, [removed: and] damage the Utility’s assets or operations or those of third [removed: parties.][added: parties, increase costs, and impact the Utility’s ability to track or collect revenues and to maintain effective internal controls over financial reporting.]

[removed: The Utility also relies on complex] [added: These] information technology systems [removed: that] allow [removed: it] [added: the Utility] to create, collect, use, disclose, store, and otherwise process sensitive information, including [removed: the Utility’s financial information, customer energy usage and billing information, and personal information] regarding customers, [removed: employees and their dependents, contractors,] [added: employees,] and other [removed: individuals, and portions of such sensitive information may be required to be encrypted by the Utility.][added: individuals.]

PG&E Corporation and the Utility face various cybersecurity threats, including attempts to gain unauthorized access to their systems and networks, [added: including access to confidential information about the Utility, its customers and employees,] denial-of-service attacks, threats to their information technology infrastructure, [removed: ransomware] [added: ransomware,] and phishing [removed: attacks, and attempts to gain unauthorized access to confidential or sensitive information about the Utility, customers and employees.][added: attacks.]

PG&E Corporation, the Utility and their third-party vendors have been subject to, and will likely continue to be subject to, threats, [removed: breaches] [added: breaches,] and attempts to gain unauthorized access to the Utility’s [removed: information technology] systems [removed: or confidential or sensitive data (including information about customers] and [removed: employees), or to] [added: networks, which could] disrupt the Utility’s operations.

[removed: The] [added: Accordingly, the] Utility may not be able to prevent unauthorized access to its operational networks, information technology systems or data, or the disruption of its operations.

Operations at the Utility’s two nuclear generation units at DCPP could cease before their planned retirement dates in 2029 and [removed: 2030.][added: 2030 as a result of new legislation, regulations, orders, or their interpretation, or as a result of operational costs.]

Additionally, the Utility could experience workforce disruptions [removed: from personnel in those positions] as a result of labor [removed: activity, pandemics,] [added: union activity] or [removed: governmental regulation of pandemic protections.][added: pandemics.]

In particular, the risk posed by wildfires, including during the recent wildfire seasons, has increased in the Utility’s service area as a result of an ongoing extended period of drought, bark beetle infestations in the California forest, and [removed: wildfire fuel increases] [added: vegetation growth] due to rising temperatures and record rainfall following the drought, and strong wind events, among other environmental factors.

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.

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.

See “Key Factors Affecting Financial Results” and “Critical Accounting Estimates” in Item 7.

Similarly, PG&E Corporation’s and the Utility’s costs to resolve the Wildfire-Related Securities Claims could exceed their estimated liabilities.

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.

An Enhanced Oversight and Enforcement Process proceeding could result in the Utility losing its license to operate as a utility.

PG&E Corporation and the Utility may also be affected by changes in laws or regulations, or their application, which could impact their business model, rates, rate base, cost recoveries, revenues, or spending, which in turn could materially affect PG&E Corporation’s and the Utility’s financial condition, results of operations, liquidity, and cash flows.

For example, the CCPA requires a business to implement reasonable security procedures to safeguard personal information against unauthorized access, use, or disclosure.

The Utility has been and could in the future be subject to regulatory or governmental enforcement actions with respect to its compliance with such rules.

These investigations or enforcement actions could result in a judgment against the Utility.

Failure to comply with laws and regulations could result in material fines, penalties, customer refunds, other payments, increased oversight, and changes in the Utility’s operations and business model, reputational harm, and other negative consequences.

The Utility relies on technology to operate its business, including complex operational, interconnected networks and information technology systems that support critical functions.

The Utility also depends on information technology systems to help it monitor and operate the electric grid, detect ignitions and collect other wildfire-related information, process transactions, track and collect revenues, manage customer billing and energy usage data, maintain internal control over financial reporting, and produce accurate and timely financial statements and regulatory filings.

These systems can be damaged or disrupted by malicious events such as cyber or physical attacks, or by technology failure.

Additionally, artificial intelligence, including generative artificial intelligence, may be used to facilitate or perpetrate these cybersecurity threats.

The systems and networks of PG&E Corporation and the Utility may also be damaged or disrupted by technology failures due to errors in software or platforms or the inability to appropriately support, update, expand, recover or integrate technology within PG&E Corporation and the Utility’s networks.

PG&E Corporation and the Utility add, modify and replace information technology systems and technology vendors from time to time.

The Utility is engaged in complex projects regarding its billing and enterprise resource planning systems.

Modifying existing systems or implementing new or replacement systems or providers is costly and involves risks, including the risks involved in integrating with the Utility’s existing systems and processes, implementing associated changes in accounting procedures and controls, and ensuring that data conversion is accurate and consistent.

PG&E Corporation’s and the Utility’s business activities are concentrated in one industry and in one region.

PG&E Corporation’s and the Utility’s business activities are concentrated in one industry (electric and gas utility) and in one region (Northern and Central California).

As a result, their business performance may be affected by events, environmental conditions and economic factors unique to such industry or region, or by regional regulation, legislation or judicial decisions, without the benefit of geographic or business diversification.

Local land use policies and forestry management practices also contribute to these risks by limiting precautionary or remedial activities.

Severe weather events, particularly wildfires, have had a material effect on PG&E Corporation's and the Utility's financial condition, results of operations, liquidity and cash flows, including through significant claims being made against the Utility.

The Utility’s environmental remediation costs could exceed its liability estimates.

See “PG&E Corporation and the Utility could be adversely affected by legislative and regulatory developments, including through increased compliance costs and penalties” above.

Moreover, under cost-of-service ratemaking, the Utility’s earnings depend in large part on its ability to manage costs, and if it is unable to manage costs effectively for the foregoing or any other reasons, PG&E Corporation's and the Utility's financial condition, results of operations, liquidity and cash flows may be adversely affected.

Concerns about affordability could also result in new legislation, see “PG&E Corporation and the Utility could be adversely affected by legislative and regulatory developments, including through increased compliance costs and penalties” above.

PG&E Corporation's and the Utility's substantial indebtedness may limit their ability to procure additional financing in the future and elevated interest rates, as experienced from 2022 to 2024, may further increase their interest expense.

In addition, adverse changes in PG&E Corporation’s or the Utility’s credit ratings may increase their cost of capital or restrict their access to the financial markets.

PG&E Corporation may also continue to incur significant net operating loss carryforwards and other tax attributes.

Risk Factors Summary

The following is a summary of the principal risks that could adversely affect our business, operations, and financial results.

These risks are discussed more fully below.

Risks related to wildfires, including risks related to:

- [The 2019 Kincade fire,](#ic60d0ca8e16f419a9afc7a3747b2d67f_76) [the 2021 Dixie fire, the 2022 Mosquito fire, or future wildfires;](#ic60d0ca8e16f419a9afc7a3747b2d67f_76)

- [Recovery of excess costs in connection with wildfires; and](#ic60d0ca8e16f419a9afc7a3747b2d67f_79)

- [Implementation of wildfire mitigation initiatives.](#ic60d0ca8e16f419a9afc7a3747b2d67f_82)

Risks related to operations and information technology, including risks related to:

- [The hazardous nature of the Utility’s electricity and natural gas operations;](#ic60d0ca8e16f419a9afc7a3747b2d67f_88)

- [Changes in the electric power and natural gas industries;](#ic60d0ca8e16f419a9afc7a3747b2d67f_91)

- [A cyber incident, cybersecurity breach, or physical attack;](#ic60d0ca8e16f419a9afc7a3747b2d67f_94)

- [The operation and decommissioning of the Utility’s nuclear generation facilities; and](#ic60d0ca8e16f419a9afc7a3747b2d67f_97)

- [Attracting and retaining specialty personnel.](#ic60d0ca8e16f419a9afc7a3747b2d67f_100)

Risks related to environmental factors, including risks related to:

- [Severe weather events, extended drought](#ic60d0ca8e16f419a9afc7a3747b2d67f_106)[,](#ic60d0ca8e16f419a9afc7a3747b2d67f_106) [and climate change and events resulting from these conditions (including wildfires); and](#ic60d0ca8e16f419a9afc7a3747b2d67f_106)

- [Extensive environmental laws.](#ic60d0ca8e16f419a9afc7a3747b2d67f_109)

- [The Enhanced Oversight and Enforcement Process;](#ic60d0ca8e16f419a9afc7a3747b2d67f_115)

- [Legislative and regulatory developments;](#ic60d0ca8e16f419a9afc7a3747b2d67f_118)

- [Outcomes of regulatory and ratemaking proceedings and the Utility’s ability to manage its costs; and](#ic60d0ca8e16f419a9afc7a3747b2d67f_124)

- [Attempts to acquire the Utility's assets and customers through municipalization or bypass.](#ic60d0ca8e16f419a9afc7a3747b2d67f_127)

Risks related to financial conditions, including risks related to:

- [PG&E Corporation’s and the Utility’s substantial indebtedness;](#ic60d0ca8e16f419a9afc7a3747b2d67f_133)

- [Restrictions in indebtedness documents;](#ic60d0ca8e16f419a9afc7a3747b2d67f_136)

- [Potential additional dilution to holders of PG&E Corporation common stock;](#ic60d0ca8e16f419a9afc7a3747b2d67f_139)

- [Ownership and transfer restrictions associated with PG&E Corporation capital stock;](#ic60d0ca8e16f419a9afc7a3747b2d67f_142)

- [PG&E Corporation’s reliance on dividends, distributions, and other payments from the Utility;](#ic60d0ca8e16f419a9afc7a3747b2d67f_151)

- [The Utility’s ability to manage its costs effectively;](#ic60d0ca8e16f419a9afc7a3747b2d67f_157)

- [Increased customer rates; and](#ic60d0ca8e16f419a9afc7a3747b2d67f_160)

- [Inflation and supply chain issues.](#ic60d0ca8e16f419a9afc7a3747b2d67f_163)

Furthermore, the Wildfire Fund will only be available for payment of eligible claims so long as there are sufficient funds remaining in the Wildfire Fund.

For example, victims of wildfires in Southern California in January 2025 have filed lawsuits alleging that Southern California Edison’s equipment was associated with the ignition of such fires.

There have been numerous other wildfires in the Utility’s service area, of which the Utility has not been alleged or determined to be a cause.

The Utility could be alleged or determined to be a cause of one or more of these wildfires.

The Utility continues to dispute the applicability of inverse condemnation to the Utility, but the Utility may not be successful in challenging the applicability of inverse condemnation in litigation against PG&E Corporation or the Utility.

For more information on wildfire recovery risk, see “The Wildfire Fund and other provisions of AB 1054 may not effectively mitigate the risk of liability for damages arising from catastrophic wildfires” above and Note 14 of the Notes to the Consolidated Financial Statements in Item 8.

In addition, on a risk-informed basis, the Utility is making efforts to reduce the frequency and impacts of PSPS.

The Utility may be subject to mandated changes to, or restrictions on, its operational practices, regulatory fines and penalties, claims for damages, and reputational harm if the Utility does not execute PSPS in compliance with applicable rules and regulations.

The Utility establishes the criteria under which it implements PSPS in its territory.

To the extent the Utility’s criteria for implementing PSPS are not sufficient to mitigate the risk of wildfires, the Utility does not fully implement PSPS when criteria are met due to other overriding conditions or the Utility’s regulators mandate changes to, or restrictions on, its criteria or other operational PSPS practices, the Utility will face a higher likelihood of catastrophic wildfires in its territory during high-risk weather conditions.

- the release of radioactive materials caused by a nuclear accident, seismic activity, natural disaster, or terrorist act;

The discussion related to the results of operations and liquidity for [removed: 2023] [added: 2024] compared to [removed: 2022] [added: 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, [removed: 2023,] [added: 2024,] which was filed with the SEC in February [removed: 2024.][added: 2025.]

- *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, [added: the Continuation Account,] and regulatory recovery.

In response to the wildfire threat facing California, PG&E Corporation and the Utility have taken aggressive steps [added: designed] to mitigate the threat of catastrophic wildfires.

The Utility’s wildfire mitigation initiatives include EPSS, PSPS, vegetation management, asset inspections, [removed: and] system [removed: hardening (such as undergrounding).][added: hardening, situational awareness tools, and ignition response.]

PG&E Corporation and the Utility have [removed: incurred] 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 [removed: Statements in Item 8.][added: Statements.]

The Utility could [added: also] face fines, penalties, enforcement action, or other adverse legal or regulatory consequences for noncompliance related to wildfire mitigation efforts.

Despite these extensive measures, the [removed: potential that the] Utility’s equipment [removed: will] [added: may still] be involved in the ignition of future wildfires, including catastrophic [removed: wildfires, is significant.][added: wildfires.]

This risk [removed: may be attributable to, and] [added: is] exacerbated [removed: by,] [added: by] a variety of factors, including climate [added: change and severe weather events] (in particular, extended periods of seasonal dryness coupled with periods of high wind velocities and other storms), [removed: infrastructure,] [added: 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 [removed: primarily] determined [added: primarily] by environmental [removed: conditions (including weather] and vegetation [removed: conditions),] [added: conditions,] third-party suppression efforts, and the location of the wildfire.

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, [added: the Continuation Account,] or cost recovery through rates.

See “Loss Recoveries” in Note 14 of the Notes to the Consolidated Financial Statements in [added: Part II,] Item 8.

As of December 31, [removed: 2024,] [added: 2025,] the Utility has recorded [removed: insurance] receivables [removed: of $430 million] for [removed: the 2019 Kincade fire, $527] [added: regulatory recovery of $632] million for the 2021 Dixie [removed: fire,] [added: fire] and [removed: $90] [added: $61] million for the 2022 Mosquito fire.

If the eligible claims for liabilities arising from wildfires were to exceed $1.0 billion in any Wildfire Fund [added: or Continuation Account] coverage year (“Coverage Year”), the [removed: Utility] [added: Wildfire Fund or the Continuation Account, as applicable,] may be [removed: eligible] [added: available] to [removed: make a claim against] [added: reimburse] the [removed: Wildfire Fund under AB 1054 for] [added: Utility] such excess amount.

[removed: Finally, recoveries] [added: Recoveries] for the 2019 Kincade fire [removed: would be] [added: 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 [removed: $925 million] [added: $1.150 billion] for the 2021 Dixie fire, of which it had received [removed: $169] [added: $851] million as of December 31, [removed: 2024.][added: 2025.]

See [removed: “Wildfire Fund under AB 1054” in] Note [removed: 14] [added: 3] of the Notes to the Consolidated Financial Statements in [added: Part II,] Item 8.

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 [removed: all] [added: some] or [removed: a portion] [added: all] of [added: the] expenses that it has recorded as receivables.

See “2021 Dixie [removed: Fire,”] [added: Fire”] and “2022 Mosquito Fire” in Note 14 of the Notes to the Consolidated Financial Statements in [added: Part II,] Item 8 for more information.

- *The Timing and Outcome of Ratemaking [removed: and] [added: Proceedings,] Other [removed: Proceedings.*] [added: Proceedings, and Legislation.*] Regulatory ratemaking proceedings are a key aspect of the Utility’s business.

Although the Utility generally seeks to recover its recorded costs on a timely basis, [removed: in recent years, the amount of the costs recorded in] [added: greater] memorandum and balancing [removed: accounts has increased.][added: account balances increase the Utility’s financing costs.]

See Notes 3 and 15 of the Notes to the Consolidated Financial Statements in [added: Part II,] Item 8, and “Regulatory Matters” below.

The Utility [removed: plans] [added: intends] to achieve such savings by improving the planning and execution of its [removed: work] [added: business] through increased efficiencies, including waste elimination through the Lean operating system.

PG&E Corporation and the Utility also work to [removed: minimize] [added: reduce] financing costs by identifying and executing on opportunities to efficiently finance the business, which [removed: depends] [added: depend] on capital market conditions.

For more information about the risks that could materially affect PG&E Corporation’s and the Utility’s financial condition, results of operations, liquidity, and cash flows, or that could cause future results to differ [added: materially] from historical results, see Item [removed: 1A.][added: 1A: “Risk Factors” and “Forward-Looking Statements” above.]

PG&E Corporation had a U.S. federal net operating loss carryforward of approximately [removed: $33.7] [added: $38.3] billion and a California net operating loss carryforward of approximately [removed: $34.9] [added: $34.1] billion as of December 31, [removed: 2024.][added: 2025.]

Under Section 382 of the IRC, if a corporation (or a consolidated group) undergoes an “ownership change,” net operating loss carryforwards and other tax attributes may be subject to certain [removed: limitations.][added: limitations (which could limit PG&E Corporation’s or the Utility’s ability to use these deferred tax assets to offset taxable income).]

PG&E Corporation’s and the Utility’s Amended and Restated Articles of Incorporation, each filed on June 22, 2020, and [removed: for] PG&E [removed: Corporation, as amended by the] [added: Corporation’s] Certificate of Amendment of Articles of Incorporation, filed on May 24, 2022 (the “Amended [removed: Articles”)] [added: Articles”),] contain restrictions on the direct or indirect acquisition or accumulation of PG&E Corporation’s stock.

Accordingly, although PG&E Corporation had [removed: 2,671,320,389] [added: 2,675,711,544] common shares outstanding as of February [removed: 5, 2025,] [added: 4, 2026,] only [removed: 2,193,576,799] [added: 2,197,967,954] common shares (the number of outstanding shares of common stock less the number of shares held directly by the Utility) count as outstanding for purposes of the ownership restrictions in the Amended Articles with the result that the ownership limitation based on the unadjusted outstanding stock of PG&E Corporation is lower than 4.75% and can vary based on the relative value of the common stock and mandatory convertible preferred stock on any particular date.

For example, based on the closing prices of PG&E Corporation’s common stock and preferred stock as of February [removed: 5, 2025,] [added: 4, 2026,] a person’s effective Percentage Stock Ownership limitation for purposes of the Amended Articles as of February [removed: 5, 2025] [added: 4, 2026] was 3.92% of the combined value of PG&E Corporation’s outstanding common and preferred stock.

The following discussion presents PG&E Corporation’s and the Utility’s operating results for [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

| (in millions) | | | [added: 2025 | | | | | |] 2024 | | | | | | [removed: 2023] | | | [added: | | | | | |]

| Consolidated Total | | | $ | [added: 2,593 | | | | | $ |] 2,475 | | | | | $ | [removed: 2,242] [added: 118] | | [added: | | | 5 | | % |]

| Utility | | | [added: 3,065 | | | | | |] 2,698 | | | | | | [removed: 2,530] [added: 367] | | | [added: | | | 14 | | % |]

The table below shows the Utility’s Consolidated Statements of Income for [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

| | | | Year Ended December 31, | | | | | | | | | [added: | | | Net Change (1) | | | | | | Percentage Change | | |]

| (in millions) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | [added: | | |]

| Electric operating revenues | | | $ | [added: 18,318 | | | | | $ |] 17,811 | | | | | $ | [removed: 17,424] [added: 507] | | [added: | | | 3 | | % |]

| Natural gas operating revenues | | | [added: 6,617 | | | | | |] 6,608 | | | | | | [removed: 7,004] [added: 9] | | | [added: | | | — | | % |]

These initiatives reduce but do not eliminate the Utility’s wildfire risk.

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.

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).

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.

- *There has been increased California state legislative activity and political dialogue in recent years regarding wildfires, energy affordability, and related topics.* The substance and timing of any legislation or other executive or regulatory measures relating to these matters, if such measures are implemented, could have a material impact on PG&E Corporation’s and the Utility’s business, cash flows, results of operations, and financial condition.

Increased volatility in capital markets and continued elevated interest rates may impact PG&E Corporation’s and the Utility’s ability to obtain financing on acceptable terms or raise the cost of financing, which in turn may negatively impact their financial results.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| (in millions) | | | 2025 | | | | | | 2024 | | | | | | Net Change | | | | | | Percentage Change | | |

| PG&E Corporation | | | (472) | | | | | | (223) | | | | | | (249) | | | | | | 112 | | % |

The line items with significant net changes are described below.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

- approximately $650 million in revenues to recover the costs associated with extended operations at DCPP in 2025, with no comparable amount in 2024;

- approximately $380 million in revenue recognition authorized in the 2024 Transmission Revenue Requirement Reclassification Memo Account (“TRRRMA”) final decision in 2025, with no comparable amount in 2024; and

- $348 million in revenues to recover the cost of electricity procurement in 2025, as compared to 2024.

- $85 million less in revenues to recover the cost of natural gas in 2025, as compared to 2024.

The Cost of electricity increased by $348 million in 2025 as compared to 2024.

This increase was primarily the result of higher procurement costs, including local RA contract costs, FERC approved transmission owner rate case settlement costs, and higher nuclear fuel amortization, partially offset by increased CAISO market net sales, increased sales of various RPS resources, and lower net costs associated with fuel for utility owned generation and contracted generation.

This decrease was primarily the result of lower GHG emission volumes, favorable price risk management activity resulting from reduced natural gas market volatility, and a reduction in contracted transport capacity, partially offset by higher natural gas procurement costs attributed to increased prices and demand, along with additional contracted storage capacity.

- approximately $540 million of previously deferred expenses authorized in the 2022 WMCE proceeding as part of interim rate relief (see “2022 WMCE Application” below) in 2024, with no comparable costs in 2025;

- approximately $570 million in costs associated with extended operations at DCPP in 2025, with no comparable costs in 2024;

- approximately $150 million in previously deferred expenses related to VMBA disallowances in the 2023 WMCE final decision (see “2023 WMCE Application” below) in 2025, with no comparable costs in 2024.

The increase was primarily due to the growth in plant balance from capital additions and the recognition of deferred depreciation expense.

The Utility’s Interest income decreased by $80 million, or 14%, in 2025 compared to 2024.

The decrease was primarily due to a decrease in interest rates and a decrease in interest bearing account balances in 2025, compared to 2024.

The Utility’s Income tax benefit increased by $89 million, or 85%, in 2025 compared to 2024.

The increase was primarily due to an increased tax repairs deduction and an additional deduction for certain costs attributable to electric generation.

| | | | 2025 | | | | | | 2024 | | |

| Nontaxable or nondeductible items | | | 1.1 | | % | | | | 0.4 | | % |

| Changes in unrecognized tax benefits | | | 0.1 | | % | | | | 1.9 | | % |

PG&E Corporation’s and the Utility’s credit agreements and the DOE Loan Guarantee Agreement contain various restrictive financial covenants.

PG&E Corporation does not expect to undertake any equity issuances through 2030.

While the Utility has continued to work with the DOE, the Utility is not able to predict the timing or amount of any funds it may receive from the facility in the future.

For more information about the DOE Loan Guarantee Agreement, see “Liquidity and Financial Resources” in Item 7: “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the 2024 Form 10-K.

This increase was primarily due to:

The Utility’s wildfire mitigation efforts have also benefited in recent years from improved ignition response and situational awareness tools like weather stations and risk modeling.

These initiatives have significantly reduced the number of CPUC-reportable ignitions and the number of acres burned from utility-related ignitions.

The success of the Utility’s wildfire mitigation efforts depends on many factors, including whether the Utility can retain or contract for the workforce necessary to execute its wildfire mitigation actions.

If additional requirements are imposed that go beyond current expectations, such requirements could have a substantial impact on the costs of the Utility’s wildfire mitigation initiatives.

The Utility is subject to a number of legal and regulatory requirements related to its wildfire mitigation efforts, which require periodic inspections of electric assets and ongoing reporting related to this work.

Although the Utility believes that it has complied substantially with these requirements, it continually reviews and has identified instances of noncompliance.

The Utility intends to update the CPUC and the OEIS as its review progresses.

As of December 31, 2024, PG&E Corporation and the Utility had recorded aggregate liabilities of $1.225 billion, $1.925 billion, and $100 million for claims in connection with the 2019 Kincade fire, the 2021 Dixie fire, and the 2022 Mosquito fire, respectively, and in each case before available insurance, and, in the case of the 2021 Dixie fire and the 2022 Mosquito fire, other probable cost recoveries.

These liability amounts correspond to the lower end of the range of reasonably estimable probable losses.

The Wildfire Fund is available to the Utility to pay eligible claims for liabilities arising from wildfires, provided that the Utility satisfies the conditions to the Utility’s ongoing participation in the Wildfire Fund set forth in AB 1054 and that the Wildfire Fund has sufficient remaining funds.

However, the impact of AB 1054 on PG&E Corporation and the Utility is subject to numerous uncertainties, including the Utility’s ability to demonstrate to the CPUC that wildfire-related costs paid from the Wildfire Fund were just and reasonable and therefore not subject to reimbursement, and whether the benefits of participating in the Wildfire Fund ultimately outweigh its substantial costs.

As of December 31, 2024, the Utility has recorded receivables for regulatory recovery of $602 million for the 2021 Dixie fire and $60 million for the 2022 Mosquito fire.

The CPUC also authorizes the Utility to collect revenues to recover costs that the Utility is allowed to pass through to customers, including its costs to procure electricity and natural gas for customers and to administer public purpose and customer programs.

Risk Factors and “Forward-Looking Statements” above for a list of some of the factors that may cause actual results to differ materially.

PG&E Corporation

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| PG&E Corporation | | | (223) | | | | | | (288) | | |

Utility

These decreases were primarily due to:

- a decrease in revenues to recover the cost of electricity procurement (which decreased by $182 million) and the cost of natural gas (which decreased by $562 million) and the cost of public purpose programs (which decreased by approximately $50 million) in 2024.

(See “Cost of Electricity”, “Cost of Natural Gas”, and “Operating and Maintenance” below);

- a decrease of approximately $345 million in revenues to recover insurance costs related to the Utility’s adoption of self-insurance in 2024;

- a decrease of approximately $310 million in revenues authorized in the 2021 WMCE proceeding (see “2021 WMCE Application” below); and

- a decrease of approximately $230 million in revenues to recover costs associated with a lower allowance for doubtful accounts from residential customers in 2024.

Partially offset by:

- approximately $1.0 billion in increased base revenues authorized in the 2023 GRC;

- an increase of approximately $310 million in revenues authorized through the FERC formula rate;

- approximately $85 million related to the 2021 NDCTP final decision that ordered the Utility to issue a refund of the Non-Qualified Trust to customers in 2023 with no comparable refund in 2024.

The cost of electricity decreased by $182 million in 2024 as compared to 2023.

These decreases were primarily the result of lower natural gas market prices included as fuels costs for applicable Utility or third-party generating facilities, partially offset by lower net CAISO market sales revenues.

These decreases were primarily the result of lower natural gas procurement costs, partially offset by less favorable price risk management results, both of which were due to lower natural gas market prices for the period.

These decreases were primarily due to:

- a decrease of approximately $345 million in insurance costs related to the Utility’s adoption of self-insurance in 2024;

- a decrease of approximately $230 million in costs associated with a lower allowance for doubtful accounts from residential customers in 2024.

- a decrease of approximately $50 million in pass-through costs related to public purpose programs in 2024.

- the write-off of approximately $60 million of costs as a result of the CPUC’s final decision denying the Pacific Generation application in 2024; and

- an increase in labor and benefit costs in 2024.

SB 901 Securitization Charges, Net

The Utility’s SB 901 securitization charges, net decreased by $1.23 billion, or 97%, in 2024 compared to 2023.

These decreases were due to the recognition of $1.27 billion in net SB 901 securitization charges, primarily representing the amounts that are refundable to ratepayers as a result of tax benefits realized within income tax expense related to the Fire Victim Trust’s sale of PG&E Corporation common stock in 2023, with no comparable activity in 2024.

[removed: ][added: ]

PG&E Corporation’s and the Utility’s operating revenues, income, and total assets [added: for the most recently completed year] can be found below in Item 8.

[removed: Each of] PG&E Corporation and the Utility [removed: is a] [added: are] separate [removed: entity.][added: entities.]

PG&E Corporation and the Utility measure their progress toward [removed: the] [added: 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.

PG&E Corporation’s and the Utility’s human capital resource objectives are to build and retain an engaged, well trained, [removed: diverse,] and equitably-paid workforce.

[removed: The] [added: PG&E Corporation and the] Utility [removed: is] [added: are] committed to [removed: delivering] [added: building] a safe, reliable, sustainable, and climate-resilient energy system at [removed: the lowest possible] [added: an affordable] cost [removed: in the face of increasingly severe and extreme climate-driven natural hazards.][added: for customers.]

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 [removed: a shift to] [added: increased] vehicle [added: 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.

- [removed: Managed] [added: Implemented] contracts for more than [removed: 4.6] [added: 4.9] GW of battery energy storage [removed: to be deployed over the next several years and operated 183 MW of Utility-owned battery storage,] [added: capacity,] strengthening California’s grid efficiency and reliability.

- Brought the total number of interconnected private solar customers to more than [removed: 880,000 and total number of customers who have installed battery storage at their homes or businesses to more than 120,000.][added: 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 [removed: schedule and accelerated initiatives to meet its voluntary 2030 reduction goal.][added: schedule.]

PG&E Corporation and the Utility are committed to taking steps to improve their credit ratings and metrics over [removed: time, including by reducing PG&E Corporation’s debt by $2 billion by the end of 2026.][added: time.]

[removed: In December 2024,] PG&E [removed: Corporation announced a new] [added: Corporation's] dividend policy [removed: entailing] [added: entails] consistent dividend increases targeting a dividend payout ratio of approximately 20% of core earnings [added: (a non-GAAP financial measure)] by 2028.

For more information, see [removed: “Liquidity and Financial Resources – Dividends” in Item 7, MD&A and] Note 6 of the Notes to the Consolidated Financial Statements.

Total capital expenditures recorded in [removed: 2024] [added: 2025] were [removed: $10.6] [added: $13.4] billion.

The Utility’s total capital expenditures (including accruals) are forecasted to be [removed: $12.9 billion for 2025, $12.0] [added: $12.4] billion for 2026, [removed: $13.6] [added: $13.4] billion for 2027, [added: $15.4 billion for 2028, $16.3 billion for 2029,] and [removed: $14.0] [added: $16.0] billion for [removed: 2028.][added: 2030.]

The Utility has identified [removed: additional] opportunities for investment in the coming years in addition to its forecast, including investments in [added: transmission for data centers and system investments,] transportation electrification capacity, [removed: FERC-jurisdictional assets, electric distribution capacity,] hydroelectric facilities, energy storage, information technology, and automation.

Additionally, [removed: $3.21] [added: $2.85] billion of fire risk mitigation capital expenditures [removed: has been] [added: will be] excluded from the Utility’s equity [removed: base] rate [added: base] pursuant to [removed: AB 1054.][added: SB 254.]

The Utility has set a goal to increase customer capital investments while also limiting customer bill impacts, including by achieving operating cost savings, seeking efficient financing, and benefiting from electric load [removed: growth.][added: growth that reduces other customers’ bills.]

The Utility expects [added: data centers,] electric vehicle adoption, [removed: data centers,] and building electrification to drive load growth.

Teams throughout PG&E Corporation and the Utility hold daily, weekly, and monthly operating reviews designed to align the performance of employees closest to the work with the goals and objectives of [removed: senior leadership.][added: the companies.]

Waste elimination, the fifth Lean play, [removed: was deployed in 2023 and enables the companies to identify] [added: involves identifying] and [removed: eliminate] [added: eliminating] inefficiencies in both process and workflow in a sustainable manner and [removed: drive] [added: driving] the continued adoption of consistent processes and improvements to financial visibility and controls.

[removed: In 2023, the] [added: The] Utility [removed: implemented PG&E’s] [added: continues to mature its PG&E] Safety Excellence Management System, which is a [removed: more] systematic approach to assess risk and evaluate or implement controls for safe operation based on industry standards.

[removed: In response, the] [added: The] Utility has [removed: implemented] [added: responded to wildfire risk by implementing] operational changes and [removed: investments that reduce wildfire risk,] [added: investing in safety,] including:

Since its inception in late 2017, the PSPS program has become more targeted through the use of [added: sectionalizers, which enable] more [added: targeted de-energizations, and more] granular risk [removed: models, including incorporating more detailed data inputs.][added: models.]

- *Vegetation management:* The Utility inspects its overhead electric distribution and transmission facilities on an annual basis to identify and [removed: clear] [added: mitigate] vegetation that might grow or fall into utility equipment.

Hardening methods also include replacing bare overhead [removed: conductor] [added: conductors] with covered [removed: conductor] [added: conductors] and installing stronger poles, removing lines, [removed: and] serving customers through remote grids, or converting lines from overhead to underground.

The Utility’s equipment was not involved in the ignition of any major wildfires in [removed: 2024.][added: 2025.]

The Utility experienced [removed: an increased] [added: a decreased] number of CPUC-reportable ignitions in [removed: 2024,] [added: 2025,] compared to [removed: 2022 and 2023,] [added: 2024,] due to [removed: hotter, drier weather conditions.][added: continued operational improvements.]

In recent years, the Utility has introduced or expanded its use of several measures including [added: clearing defensible space around transmission structures,] downed conductor detection, partial voltage force outs, and transmission operational controls which further decreased wildfire ignition [removed: risk and took additional steps to improve customer reliability such as vegetation management activities to reduce vegetation-caused outages, upgrading the system to improve sectionalization, and installing fault indicators to reduce restoration times.][added: risk.]

The Utility’s [removed: non-nuclear] generation operations focus on safety, compliance, environmental stewardship, and asset reliability.

The Utility focuses on continuous [removed: improvement and] [added: improvement,] risk informed [removed: decision-making to maximize asset value for customers, while] [added: decision-making, and] adhering to industry standards for asset risk management and lifecycle optimization.

[removed: At the state level, the] [added: The] Utility is regulated primarily [added: at the state level] by the [removed: CPUC.][added: CPUC and at the federal level by the FERC and the NRC.]

The CPUC [removed: is a regulatory agency that] regulates privately owned public utilities in California.

[removed: Similar to penalties imposed by the CPUC, penalty] [added: Penalty] payments for citations issued pursuant to the gas and electric safety citation programs are the responsibility of shareholders and may not be recovered through rates or otherwise charged to customers.

The OEIS is a state agency responsible for reviewing and approving [added: or rejecting] the Utility’s WMP and for evaluating the Utility’s implementation of the WMP.

For more [removed: information] [added: information,] see Item 1A.

The Utility is also subject to the regulations adopted by other [added: state and] federal agencies responsible for implementing [removed: federal] environmental laws.

[removed: Under federal and California laws, the] [added: The] Utility [added: maintains a comprehensive compliance program but] may be [removed: responsible] [added: liable] for remediation of hazardous substances even if it did not deposit those substances on the site.

The Utility’s remediation activities are overseen by the [removed: DTSC,] [added: California Department of Toxic Substances Control,] several California regional water quality control boards, and various other federal, state, and local agencies.

The Utility operates under a “cost-of-service” ratemaking model, which means that rates for electric and natural gas utility services are generally set at levels that are intended to allow the Utility to recover its costs of providing service and [added: have a reasonable opportunity] to earn a return on invested capital.

The Utility is adapting to severe and extreme climate-driven natural hazards.

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

The Utility plans to submit a 10-year Electric Undergrounding Plan to the OEIS for review.

The Utility will then submit an application requesting conditional approval of the plan’s costs to the CPUC.

For more information see “Competition” below.

The Utility has set a goal to limit average annual customer rate increases to 3%.

The Utility has enabled EPSS in all high fire risk areas.

Additional inspections are conducted within a subset of HFTD areas.

The Utility continues to leverage remote sensing technology to enhance data driven inspection planning and safe work execution.

- *Asset inspections:* Asset inspections identify equipment conditions before failure.

The Utility’s asset inspection programs continue to grow more risk-informed, thorough, standardized, digitized, and verifiable.

The Utility is also continuing to invest in a safe and reliable gas system.

The Utility’s asset safety efforts include pipeline replacements, strength testing, and real-time monitoring systems.

Additionally, the Utility educates the public and its workforce regarding safe digging practices and maintains rapid outage response protocols to protect public safety and minimize service disruptions.

As a result, the Utility’s net income is not impacted by fluctuations in sales.

The CPUC conducts a GRC for the Utility every four years.

In lieu of the traditional rate-based return on investment, the Utility receives a fixed payment of $100 million plus a volumetric payment of $13 per MWh generated by DCPP.

The fixed payment may be adjusted downward in the event of extended unplanned outages.

The amounts of the fixed and volumetric payments are escalated annually by the CPUC.

If the Utility’s costs average less than 99% of a market-based benchmark, then the Utility returns 80% of such savings to customers, subject to a cap; if the Utility’s costs average more than 102% of the benchmark, the Utility recovers 50% of such excess costs.

The automatic extension does not cover general wage increases, which must be separately bargained and agreed to for 2026 and beyond.

Under prior agreements, wages increased annually by 3.75% from 2022 through 2025.

The Utility’s strategy to deliver safety outcomes remains focused on employees, contractors, and public safety through identification, elimination, and mitigation of high-energy hazards.

The Employee Resource Groups are open to all employees.

In 2025, the Utility estimated total net deliveries of electricity to retail customers were 24,052 GWh.

This amount represents the total amount of electricity generated and procured, net of electricity sold into the CAISO open market or to third parties.

Utility-owned resources generated approximately 60% of its net delivered electricity.

Of the 2025 estimated total net deliveries of electricity to retail customers from generated and procured resources, approximately 71% was generated from GHG-free resources (34% qualifying renewable energy resources, 32% nuclear, and 5% large hydroelectric), and 29% was generated from natural gas generation resources.

The Utility’s percentage of GHG-free generation decreased in 2025, compared to 2024, because DCPP’s generation became attributable to all customers statewide (rather than only the Utility’s customers).

This change does not represent a decrease in the Utility’s ownership of the DCPP resource; rather, the generation associated with this resource became attributed among other LSEs’ portfolios.

The Utility calculates net deliveries of electricity according to the Power Content Label methodology based on CEC guidelines.

In September 2025 the CPUC also conditionally authorized the Utility to recover the costs, up to a cap, associated with increasing the nameplate generating capacity of its Helms Pumped Storage Facility.

Trends in Market Demand

The Utility’s ability to accurately predict the location and pace of electric load growth is limited, due to factors such as extent of customer demand, the policy environment, and macroeconomics.

Load growth can reduce other customers' rates when the incremental revenue for the new load is greater than the incremental cost to serve that load.

The degree to which load growth reduces other customers’ rates will depend on the pricing for the new load, which in turn depends on the unit cost of power for the new load, the costs to construct infrastructure to connect new load, the Utility’s cost to serve the new load, and the amount of power used.

The Utility is engaged with regulators and other stakeholders on policies, such as cost allocation and rate design frameworks, that support conditions for load growth to improve affordability for customers.

In 2025, the changes to state law authorized the program through 2045.

Complying entities may also satisfy a portion of their compliance obligation through the purchase of offset credits.

The Utility is currently developing the next CAVA, which is expected to be more granular than the previous climate vulnerability assessment and will be submitted to the CPUC in 2027.

Their focus is on making it enjoyable to work with and for PG&E Corporation and the Utility.

This commitment extends beyond compliance with various state and federal environmental, health, and safety laws and regulations.

PG&E Corporation and the Utility are also committed to helping heal the planet.

- Delivered electricity to retail customers in 2024 that was over 90% GHG free (see “Electricity Resources” below for more information).

- Helped enable the total number of electric vehicles operating in the Utility’s service area to exceed 675,000; installed more than 3,800 charging ports for electric vehicles at schools, public charging locations, and in support of fleets; and deployed the first-in-the-nation 100% electric school bus fleet that is also equipped with groundbreaking vehicle-to-grid technology.

These customers use their storage systems as critical backup power and for resiliency.

The Utility also launched an initiative to purchase California-produced renewable natural gas for its natural gas customers, toward a target to procure renewable natural gas to serve 15% of its bundled residential and small commercial demand by 2030.

The Utility also plans to submit a cost recovery application for its 10-year distribution undergrounding program pursuant to SB 884.

PG&E Corporation and the Utility are committed to building a safe, reliable, sustainable, and climate-resilient energy system at the lowest possible cost for customers.

However, the scale of this growth will depend on the Utility’s ability to construct necessary infrastructure and the extent of customer demand.

In 2023, the Utility spent $4.18 billion with certified diverse suppliers, representing 36.6% of its total spend.

For instance, the Lean operating system helped the Utility identify patterns in the conditions of ignitions and led to the implementation of EPSS, which drove a significant reduction in facility ignitions.

PG&E Corporation’s and the Utility’s performance is also driven by an increased focus on alignment of shared outcomes among its leadership and within the organization.

PG&E Corporation and the Utility have implemented a regional service model to bring the Utility closer to the hometowns it serves.

Through the regional service model, the Utility has restructured its service area into five regions, with leaders assigned for each region to deliver improved public and employee safety, customer service, and operational reliability outcomes.

California has experienced unprecedented weather conditions in recent years and the Utility’s service area remains susceptible to additional wildfire activity.

In recent years, the Utility expanded the EPSS program to all high fire risk areas and reviewed and adjusted settings to improve coordination among devices on a circuit to reduce the number of customers impacted by an outage.

After EPSS was initiated, both the size and number of CPUC-reportable ignitions were reduced substantially on EPSS-enabled circuits, compared to the prior three-year average.

The Utility has also installed sectionalizers for more targeted de-energizations of circuits and transmission lines.

These more targeted scoping criteria are engineered to reduce the number of customers impacted by any particular PSPS event.

In 2024, the Utility executed six PSPS events impacting a total of approximately 50,000 customers.

- *Asset inspections:* Since 2018, the Utility has reoriented its asset inspections programs toward asset condition and consequence risk, particularly wildfire risk, and these programs have become more thorough, standardized, digitized, and verifiable.

The Utility uses risk-informed inspection cycles.

In 2024, the Utility continued to refine its inspection techniques, transitioning to the use of aerial drones to perform inspections on circuits located in HFTD areas.

As a result of the improved inspection program, the Utility’s inspections in 2024 have further enhanced its ability to identify equipment conditions.

The Utility has set a goal to underground 10,000 miles of electric distribution lines in high wildfire risk areas.

Undergrounding can substantially reduce ignition risk and improve reliability during storms or periods of high wildfire risk.

In 2024, the Utility undergrounded 259 miles of lines.

When feasible, remote grids can be a more cost-effective option to reduce fire risks by permanently disconnecting end-of-line customers from the grid and serving them with utility owned, locally sited resources.

The Utility brought online five additional remote grids in 2024, for a total of 11 remote grids overall.

The Utility also uses multiple weather models on a daily basis that indicate which circuits to enable with safety settings and which to put in normal protection settings, optimizing for wildfire risk reduction when needed and enhancing reliability when wildfire risk is low.

PG&E Corporation and the Utility are continuing to invest in a safe and reliable gas system and are working toward targeted electrification, greening the gas supply, and shaping California energy policy.

The Utility has focused on continuously improving its gas operations safety record.

Since the San Bruno natural gas pipeline explosion in 2010, the Utility’s asset safety efforts have included replacing distribution mains and transmission pipelines, as well as strength testing transmission pipelines.

The Utility uses in-line inspections to assess the integrity of transmission pipelines.

The Utility also uses safety and control systems to monitor, gather, and process real-time data on its gas system.

The Utility has engaged in educating employees, contractors, and the public regarding safe digging programs and practices for their awareness during construction and when digging near the Utility’s underground gas and electric assets.

The Utility also installed safety devices that automatically detect increasing pressure on systems and stop the flow of gas to avoid outages and overpressure events.

Additionally, the Utility continues to streamline its efforts to respond to outages on a timely basis.

The Utility’s outage response is designed to keep the public safe while limiting customer outages and returning service safely and as quickly as possible.

For more information regarding material lawsuits and proceedings, see “Litigation [added: and Other] Matters” in Item 7.

[removed: Each] [added: Consistent with SEC rules, each] of PG&E Corporation and the Utility has elected [added: to] use $1 million as the quantitative threshold for disclosure of [removed: environmental proceedings described in Item 103(c)(3)(iii) of Regulation S-K.][added: such proceedings.]

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.

| | | | For the Fiscal Year Ended December 31, [removed: 2024] [added: 2025] | | |

| [removed: ] [added: ] | | | | | | | | | | | | | | | [removed: ] [added: ] | | | | | | | | | | | |

| Aggregate market value of voting and non-voting common equity held by non-affiliates of the registrants as of June 30, [removed: 2024,] [added: 2025,] the last business day of the most recently completed second fiscal quarter: | | | | | |

| PG&E Corporation common stock | | | [removed: $45,624] [added: $37,246] million | | |

| Common Stock outstanding as of February [removed: 5, 2025:] [added: 4, 2026:] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Designated portions of the Joint Proxy Statement relating to the [removed: 2025] [added: 2026] Annual Meetings of Shareholders | | | Part III (Items 10, 11, 12, 13 and 14) | | |

| [UNITS OF [removed: MEASUREMENT](#ic60d0ca8e16f419a9afc7a3747b2d67f_19)] [added: MEASUREMENT](#i835808b2ab3d404b8e9803a024be2466_4410)] | | |

| [FORWARD-LOOKING [removed: STATEMENTS](#ic60d0ca8e16f419a9afc7a3747b2d67f_28)] [added: STATEMENTS](#i835808b2ab3d404b8e9803a024be2466_28)] | | |

| [ITEM 1. [removed: BUSINESS](#ic60d0ca8e16f419a9afc7a3747b2d67f_34)] [added: BUSINESS](#i835808b2ab3d404b8e9803a024be2466_34)] | | |

| [Triple Bottom [removed: Line](#ic60d0ca8e16f419a9afc7a3747b2d67f_37)] [added: Line](#i835808b2ab3d404b8e9803a024be2466_37)] | | |

| [Regulatory [removed: Environment](#ic60d0ca8e16f419a9afc7a3747b2d67f_40)] [added: Environment](#i835808b2ab3d404b8e9803a024be2466_40)] | | |

| [Environmental [removed: Regulation](#ic60d0ca8e16f419a9afc7a3747b2d67f_43)] [added: Regulation](#i835808b2ab3d404b8e9803a024be2466_43)] | | |

| [Ratemaking [removed: Mechanisms](#ic60d0ca8e16f419a9afc7a3747b2d67f_46)] [added: Mechanisms](#i835808b2ab3d404b8e9803a024be2466_46)] | | |

| [Human [removed: Capital](#ic60d0ca8e16f419a9afc7a3747b2d67f_49)] [added: Capital](#i835808b2ab3d404b8e9803a024be2466_49)] | | |

| [Electric Utility [removed: Operations](#ic60d0ca8e16f419a9afc7a3747b2d67f_52)] [added: Operations](#i835808b2ab3d404b8e9803a024be2466_52)] | | |

| [Natural Gas Utility [removed: Operations](#ic60d0ca8e16f419a9afc7a3747b2d67f_55)] [added: Operations](#i835808b2ab3d404b8e9803a024be2466_55)] | | |

| [Sustainability and [removed: Resiliency](#ic60d0ca8e16f419a9afc7a3747b2d67f_4252)] [added: Resiliency](#i835808b2ab3d404b8e9803a024be2466_61)] | | |

| [ITEM 1A. RISK [removed: FACTORS](#ic60d0ca8e16f419a9afc7a3747b2d67f_64)] [added: FACTORS](#i835808b2ab3d404b8e9803a024be2466_67)] | | |

| [ITEM 1B. UNRESOLVED STAFF [removed: COMMENTS](#ic60d0ca8e16f419a9afc7a3747b2d67f_166)] [added: COMMENTS](#i835808b2ab3d404b8e9803a024be2466_163)] | | |

| [ITEM 1C. [removed: CYBERSECURITY](#ic60d0ca8e16f419a9afc7a3747b2d67f_169)] [added: CYBERSECURITY](#i835808b2ab3d404b8e9803a024be2466_166)] | | |

| [ITEM 3. LEGAL [removed: PROCEEDINGS](#ic60d0ca8e16f419a9afc7a3747b2d67f_175)] [added: PROCEEDINGS](#i835808b2ab3d404b8e9803a024be2466_172)] | | |

| [ITEM 4. MINE SAFETY [removed: DISCLOSURES](#ic60d0ca8e16f419a9afc7a3747b2d67f_178)] [added: DISCLOSURES](#i835808b2ab3d404b8e9803a024be2466_175)] | | |

| [INFORMATION ABOUT OUR EXECUTIVE [removed: OFFICERS](#ic60d0ca8e16f419a9afc7a3747b2d67f_181)] [added: OFFICERS](#i835808b2ab3d404b8e9803a024be2466_7146825585110)] | | |

| [ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#ic60d0ca8e16f419a9afc7a3747b2d67f_187)] [added: SECURITIES](#i835808b2ab3d404b8e9803a024be2466_184)] | | |

| [ITEM 6. SELECTED FINANCIAL [removed: DATA](#ic60d0ca8e16f419a9afc7a3747b2d67f_190)] [added: DATA](#i835808b2ab3d404b8e9803a024be2466_187)] | | |

| [ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#ic60d0ca8e16f419a9afc7a3747b2d67f_199)] [added: OPERATIONS](#i835808b2ab3d404b8e9803a024be2466_196)] | | |

| [LIQUIDITY AND FINANCIAL [removed: RESOURCES](#ic60d0ca8e16f419a9afc7a3747b2d67f_346)] [added: RESOURCES](#i835808b2ab3d404b8e9803a024be2466_322)] | | |

| [LEGISLATIVE AND REGULATORY [removed: INITIATIVES](#ic60d0ca8e16f419a9afc7a3747b2d67f_445)] [added: INITIATIVES](#i835808b2ab3d404b8e9803a024be2466_451)] | | |

| [RISK MANAGEMENT [removed: ACTIVITIES](#ic60d0ca8e16f419a9afc7a3747b2d67f_460)] [added: ACTIVITIES](#i835808b2ab3d404b8e9803a024be2466_466)] | | |

| [CRITICAL [removed: ACCOUNTING](#ic60d0ca8e16f419a9afc7a3747b2d67f_469)] [added: ACCOUNTING](#i835808b2ab3d404b8e9803a024be2466_475)] ESTIMATES | | |

| [NEW ACCOUNTING [removed: PRONOUNCEMENTS](#ic60d0ca8e16f419a9afc7a3747b2d67f_502)] [added: PRONOUNCEMENTS](#i835808b2ab3d404b8e9803a024be2466_508)] | | |

| [ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#ic60d0ca8e16f419a9afc7a3747b2d67f_505)] [added: RISK](#i835808b2ab3d404b8e9803a024be2466_511)] | | |

| [ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#ic60d0ca8e16f419a9afc7a3747b2d67f_511)] [added: DATA](#i835808b2ab3d404b8e9803a024be2466_517)] | | |

| [CONSOLIDATED STATEMENTS OF [removed: INCOME](#ic60d0ca8e16f419a9afc7a3747b2d67f_520)] [added: INCOME](#i835808b2ab3d404b8e9803a024be2466_526)] | | |

| [CONSOLIDATED STATEMENTS OF COMPREHENSIVE [removed: INCOME](#ic60d0ca8e16f419a9afc7a3747b2d67f_523)] [added: INCOME](#i835808b2ab3d404b8e9803a024be2466_529)] | | |

| [CONSOLIDATED BALANCE [removed: SHEETS](#ic60d0ca8e16f419a9afc7a3747b2d67f_529)] [added: SHEETS](#i835808b2ab3d404b8e9803a024be2466_535)] | | |

| [CONSOLIDATED STATEMENTS OF CASH [removed: FLOWS](#ic60d0ca8e16f419a9afc7a3747b2d67f_535)] [added: FLOWS](#i835808b2ab3d404b8e9803a024be2466_541)] | | |

| [CONSOLIDATED STATEMENTS OF [removed: EQUITY](#ic60d0ca8e16f419a9afc7a3747b2d67f_538)] [added: EQUITY](#i835808b2ab3d404b8e9803a024be2466_544)] | | |

| [Pacific Gas and Electric [removed: Company](#ic60d0ca8e16f419a9afc7a3747b2d67f_544)] [added: Company](#i835808b2ab3d404b8e9803a024be2466_550)] | | |

| [CONSOLIDATED STATEMENTS OF [removed: INCOME](#ic60d0ca8e16f419a9afc7a3747b2d67f_550)] [added: INCOME](#i835808b2ab3d404b8e9803a024be2466_556)] | | |

| PG&E Corporation: | | | | | | | | | | | | | | | | | | | | | | | | 2,675,711,544* | | |

| [GLOSSARY](#i835808b2ab3d404b8e9803a024be2466_22) | | |

| [PART I](#i835808b2ab3d404b8e9803a024be2466_31) | | |

| [Competition](#i835808b2ab3d404b8e9803a024be2466_58) | | |

| [ITEM 2. PROPERTIES](#i835808b2ab3d404b8e9803a024be2466_169) | | |

| [PART II](#i835808b2ab3d404b8e9803a024be2466_181) | | |

| [OVERVIEW](#i835808b2ab3d404b8e9803a024be2466_202) | | |

| [RESULTS OF OPERATIONS](#i835808b2ab3d404b8e9803a024be2466_265) | | |

| [REGULATORY MATTERS](#i835808b2ab3d404b8e9803a024be2466_349) | | |

| [LITIGATION AND OTHER MATTERS](#i835808b2ab3d404b8e9803a024be2466_346) | | |

| [ENVIRONMENTAL MATTERS](#i835808b2ab3d404b8e9803a024be2466_460) | | |

| [PG&E Corporation](#i835808b2ab3d404b8e9803a024be2466_520) | | |

| [NOTE 4: DEBT](#i835808b2ab3d404b8e9803a024be2466_736) | | |

| [NOTE 10: DERIVATIVES](#i835808b2ab3d404b8e9803a024be2466_802) | | |

| [PART III](#i835808b2ab3d404b8e9803a024be2466_1003) | | |

| [PART IV](#i835808b2ab3d404b8e9803a024be2466_1021) | | |

| [SIGNATURES](#i835808b2ab3d404b8e9803a024be2466_1057) | | |

| Cal OES | | | California Governor’s Office of Emergency Services | | |

| Continuation Account | | | the account established statewide by SB 254 that expands the existing Wildfire Fund | | |

| FASB | | | Financial Accounting Standards Board | | |

| PD | | | proposed decision | | |

| SCE | | | Edison International and Southern California Edison Company | | |

| SOFR | | | Secured Overnight Financing Rate | | |

- 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”;

| PG&E Corporation: | | | | | | | | | | | | | | | | | | | | | | | | 2,671,320,389* | | |

| [GLOSSARY](#ic60d0ca8e16f419a9afc7a3747b2d67f_22) | | |

| [PART 1](#ic60d0ca8e16f419a9afc7a3747b2d67f_31) | | |

| [Competition](#ic60d0ca8e16f419a9afc7a3747b2d67f_58) | | |

| [ITEM 2. PROPERTIES](#ic60d0ca8e16f419a9afc7a3747b2d67f_172) | | |

| [PART II](#ic60d0ca8e16f419a9afc7a3747b2d67f_184) | | |

| [OVERVIEW](#ic60d0ca8e16f419a9afc7a3747b2d67f_205) | | |

| [RESULTS OF OPERATIONS](#ic60d0ca8e16f419a9afc7a3747b2d67f_268) | | |

| [LITIGATION MATTERS](#ic60d0ca8e16f419a9afc7a3747b2d67f_352) | | |

| [REGULATORY MATTERS](#ic60d0ca8e16f419a9afc7a3747b2d67f_355) | | |

| [ENVIRONMENTAL MATTERS](#ic60d0ca8e16f419a9afc7a3747b2d67f_454) | | |

| [PG&E Corporation](#ic60d0ca8e16f419a9afc7a3747b2d67f_514) | | |

| [NOTE 4: DEBT](#ic60d0ca8e16f419a9afc7a3747b2d67f_703) | | |

| [NOTE 10: DERIVATIVES](#ic60d0ca8e16f419a9afc7a3747b2d67f_757) | | |

| [PART III](#ic60d0ca8e16f419a9afc7a3747b2d67f_970) | | |

| [PART IV](#ic60d0ca8e16f419a9afc7a3747b2d67f_988) | | |

| [SIGNATURES](#ic60d0ca8e16f419a9afc7a3747b2d67f_1024) | | |

| 1 Kilowatt (kW) | | | \= | | | One thousand watts | | |

| 1 Kilovolt (kV) | | | \= | | | One thousand volts | | |

| 1 MVA | | | \= | | | One megavolt ampere | | |

| 1 Bcf | | | \= | | | One billion cubic feet | | |

| 1 MDth | | | \= | | | One thousand decatherms | | |

| BPPs | | | Bundled Procurement Plans | | |

| DTSC | | | California Department of Toxic Substances Control | | |

| NBT | | | Net Billing Tariff | | |

| PERA | | | Public Employees Retirement Association | | |

| TCJA | | | Tax Cuts and Jobs Act of 2017 | | |

- the Utility’s ability to attract or retain specialty personnel;

- whether PG&E Corporation or the Utility undergoes an “ownership change” within the meaning of Section 382 of the IRC, as a result of which tax attributes could be limited;

- the severity, extent and duration of pandemics and the Utility’s ability to collect on customer receivables; and

Risk Factors and Item 7.

MD&A.

Specifically, within two hours during business hours or four hours outside of business hours of the determination that an incident is attributable or allegedly attributable to the Utility’s electric facilities and has resulted in property damage estimated to exceed $200,000, a fatality or injury requiring medical attention from a healthcare professional at a hospital or other medical facility, or media coverage from a major news outlet, or a government entity investigating whether the infrastructure owned or operated by the utility caused a wildfire, the Utility is required to submit an electric incident report including information about such incident to the CPUC.

The information included in an electric incident report is limited and may not include important information about the facts and circumstances about the incident due to the limited scope of the reporting requirements and timing of the report and is necessarily limited to information to which the Utility has access at the time of the report.

Ignitions are also reportable under CPUC Decision 14-02-015 when they involve self-propagating fire of material other than electrical or communication facilities; the fire traveled greater than one linear meter from the ignition point; and the Utility has knowledge that the fire occurred.

PG&E Corporation and the Utility have not experienced any cybersecurity incidents in the last three years that have materially [removed: affected] [added: 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, [removed: or] physical [removed: attack.”] [added: attack, or technology failure”] in Item 1A.

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.

In total, the Utility occupies approximately 7.5 million square feet of real property, including 5.5 million square feet owned by the Utility.

The Utility leases the Lakeside Building and has exercised an option to purchase the Property.

The Utility will continue to lease the Property until closing in June 2025.

The Utility owns over 135,000 acres of land, including approximately 100,000 acres of watershed lands.

In 2002, the Utility agreed to implement its Land Conservation Commitment (“LCC”) to permanently preserve the six “beneficial public values” on all the watershed lands through conservation easements or equivalent protections, as well as to make approximately 40,000 acres of the watershed lands available for donation to qualified organizations.

The six “beneficial public values” being preserved by the LCC include: natural habitat of fish, wildlife, and plants; open space; outdoor recreation by the general public; sustainable forestry; agricultural uses; and historic values.

In 2024, the Utility met its goal to permanently preserve the approximate 140,000 acres of watershed lands, after securing all required regulatory approvals.

The following individuals serve as executive officers of PG&E [removed: Corporation,] [added: Corporation and the Utility (as applicable),] as of February [removed: 12, 2025.][added: 11, 2026.]

| Patricia K. Poppe | | | | | | [removed: 56] [added: 57] | | | | | | [added: PG&E Corporation | | | | | |] Chief Executive [removed: Officer] [added: Officer, PG&E Corporation] | | | | | | January [removed: 4,] 2021 to present | | |

| | | | | | | | | | | | | [added: | | | | | |] President and Chief Executive Officer, CMS Energy Corporation | | | | | | July 2016 to December 2020 | | |

| Carolyn J. Burke | | | | | | [removed: 57] [added: 58] | | | | | | [added: PG&E Corporation | | | | | |] Executive Vice President and Chief Financial [removed: Officer] [added: Officer, PG&E Corporation] | | | | | | May [removed: 4,] 2023 to present | | |

| | | | | | | | | | | | | [added: | | | | | |] Chief Financial Officer & Executive Vice President, Chevron Phillips Chemical Company LLC | | | | | | February 2019 to September 2022 | | |

| [removed: Kaled H. Awada] [added: Sumeet Singh] | | | | | | [removed: 50] [added: 47] | | | | | | [removed: Executive Vice President,] [added: PG&E Corporation, Utility | | | | | |] Chief [removed: People] [added: Executive] Officer, [removed: PG&E Corporation and] Pacific Gas and Electric [removed: Company] [added: Company, and Executive Vice President, Energy Delivery, Utility] | | | | | | January [removed: 16, 2024] [added: 2026] to present | | |

| [removed: Jason M. Glickman] | | | | | | [removed: 44] | | | | | | [added: | | | | | |] Executive Vice President, Engineering, Planning, and Strategy, [removed: Pacific Gas and Electric Company] [added: Utility] | | | | | | May [removed: 3,] 2021 to [removed: present] [added: December 2025] | | |

| | | | | | | | | | | | | [added: | | | | | |] Global Head of Utilities and Renewables, Bain & Company | | | | | | March 2020 to April 2021 | | |

| | | | | | | | | | | | | [added: | | | | | |] Partner, Bain & Company | | | | | | January 2014 to April 2021 | | |

| [removed: Carla J. Peterman] | | | | | | [removed: 46] | | | | | | [added: | | | | | |] Executive Vice President, Corporate Affairs and Chief Sustainability [removed: Officer] [added: Officer, PG&E Corporation] | | | | | | October [removed: 1,] 2021 to [removed: present] [added: December 2025] | | |

| | | | | | | | | | | | | [added: | | | | | |] Executive Vice President, Corporate [removed: Affairs] [added: Affairs, PG&E Corporation] | | | | | | June 2021 to September 2021 | | |

| | | | | | | | | | | | | [added: | | | | | |] Senior Vice President, Strategy and Regulatory Affairs, Southern California Edison [added: Company] | | | | | | September 2019 to May 2021 | | |

| | | | | | | | | | | | | [added: | | | | | |] Commissioner, California Public Utilities Commission | | | | | | December 2012 to December 2018 | | |

| [removed: Marlene M. Santos] | | | | | | [removed: 64] | | | | | | [added: | | | | | |] Executive Vice President and Chief Customer and Enterprise Solutions Officer, [removed: Pacific Gas and Electric Company] [added: Utility] | | | | | | October [removed: 16,] 2023 to [removed: present] [added: December 2025] | | |

| | | | | | | | | | | | | [added: | | | | | |] Executive Vice President and Chief Customer Officer, [removed: Pacific Gas and Electric Company] [added: Utility] | | | | | | March [removed: 15,] 2021 to October [removed: 15,] 2023 | | |

| | | | | | | | | | | | | [added: | | | | | |] President, Gulf Power Company | | | | | | January 2019 to March 2021 | | |

| John R. Simon | | | | | | [removed: 60] [added: 61] | | | | | | [added: PG&E Corporation | | | | | |] Executive Vice President, General Counsel and Chief Ethics & Compliance [removed: Officer] [added: Officer, PG&E Corporation] | | | | | | August [removed: 15,] 2020 to present | | |

| [removed: Sumeet Singh] | | | | | | [removed: 46] | | | | | | [added: | | | | | |] Executive Vice President, Operations and Chief Operating Officer, [removed: Pacific Gas and Electric Company] [added: Utility] | | | | | | March [removed: 1,] 2023 to [removed: present] [added: December 2025] | | |

| | | | | | | | | | | | | [added: | | | | | |] Executive Vice President, Chief Risk and Chief Safety Officer, PG&E Corporation and [removed: Pacific Gas and Electric Company] [added: Utility] | | | | | | January [removed: 1,] 2022 to February [removed: 28,] 2023 | | |

| | | | | | | | | | | | | [removed: Senior Vice] [added: | | | | | | Interim] President and Chief Risk Officer, [removed: PG&E Corporation and] Pacific Gas and Electric [removed: Company] [added: Company; Senior Vice President and Chief Risk Officer, PG&E Corporation] | | | | | | [removed: February 1,] [added: January] 2021 to [removed: December 31,] [added: January] 2021 | | |

| | | | | | | | | | | | | [removed: Interim President and Chief Risk Officer, Pacific Gas and Electric Company;] [added: | | | | | |] Senior Vice President and Chief Risk Officer, PG&E Corporation [added: and Utility] | | | | | | [removed: January 1,] [added: February] 2021 to [removed: January 31,] [added: December] 2021 | | |

| | | | | | | | | | | | | [added: | | | | | |] Senior Vice President and Chief Risk Officer, PG&E Corporation and [removed: Pacific Gas and Electric Company] [added: Utility] | | | | | | August 2020 to December [removed: 31,] 2021 | | |

| Ajay Waghray | | | | | | [removed: 63] [added: 64] | | | | | | [added: PG&E Corporation, Utility | | | | | |] Executive Vice President and Chief Information Officer, PG&E Corporation and [removed: Pacific Gas and Electric Company] [added: Utility] | | | | | | January [removed: 1,] 2024 to present | | |

| | | | | | | | | | | | | [added: | | | | | |] Executive Vice President and Chief Information Officer, PG&E Corporation | | | | | | July [removed: 1,] 2023 to December [removed: 31,] 2023 | | |

| | | | | | | | | | | | | [added: | | | | | |] Senior Vice President and Chief Information [removed: Officer] [added: Officer, PG&E Corporation] | | | | | | September [removed: 21,] 2020 to June [removed: 30,] 2023 | | |

| Jason M. Glickman | | | | | | [removed: 44] [added: 45] | | | | | | [added: PG&E Corporation, Utility | | | | | |] Executive Vice President, [removed: Engineering, Planning, and] Strategy [added: and Growth, PG&E Corporation and Utility] | | | | | | [removed: May 3, 2021] [added: January 2026] to present | | |

| Marlene M. Santos | | | | | | [removed: 64] [added: 65] | | | | | | [added: PG&E Corporation, Utility | | | | | |] Executive Vice [removed: President and Chief Customer and] [added: President,] Enterprise [removed: Solutions Officer] [added: Transformation Officer, PG&E Corporation and Utility] | | | | | | [removed: October 16, 2023] [added: January 2026] to present | | |

| | | | | | | | | | | | | [added: | | | | | | Chief Risk Officer and] Senior Vice [removed: President] [added: President, Ethics] and [removed: Chief Risk Officer,] [added: Compliance,] PG&E Corporation and [removed: Pacific Gas and Electric Company] [added: Utility] | | | | | | August [removed: 2020] [added: 2023] to [removed: December 31, 2021] [added: September 2025] | | |

| Stephanie N. Williams | | | | | | [removed: 42] [added: 43] | | | | | | [added: Utility | | | | | |] Vice President, Chief Financial Officer and [removed: Controller] [added: Controller, Utility] | | | | | | January [removed: 10,] 2023 to present | | |

| | | | | | | | | | | | | [added: | | | | | |] Vice President and Controller, PG&E Corporation | | | | | | January [removed: 10,] 2023 to present | | |

| | | | | | | | | | | | | [added: | | | | | |] Vice President, Finance and [removed: Planning] [added: Planning, Utility] | | | | | | January 2020 to January [removed: 10,] 2023 | | |

| | | | | | | | | | | | | [added: | | | | | |] Senior Director, Business Finance Electric [removed: Operations] [added: Operations, Utility] | | | | | | March 2019 to [removed: January 10, 2022] [added: December 2019] | | |

| [removed: Kaled H. Awada] [added: Alejandro T. Vallejo] | | | | | | [removed: 50] [added: 49] | | | | | | [added: PG&E Corporation, Utility | | | | | |] Executive Vice President, Chief People Officer, PG&E Corporation and [removed: Pacific Gas and Electric Company] [added: Utility] | | | | | | [removed: January 16, 2024] [added: September 2025] to present | | |

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| Name | | | | | | Age | | | | | | Entity At Which Officer is an Executive Officer | | | | | | Title | | | | | | Time in Position | | |

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| Carla J. Peterman | | | | | | 47 | | | | | | PG&E Corporation | | | | | | President, PG&E Corporation, and Executive Vice President, Customer and Corporate Affairs, PG&E Corporation | | | | | | January 2026 to present | | |

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| | | | | | | | | | | | | | | | | | | Vice President, Compliance and Ethics, and Deputy General Counsel, Utility | | | | | | December 2020 to July 2023 | | |

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Except as otherwise noted, all positions have been held at PG&E Corporation.

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| Name | | | | | | Age | | | | | | Positions Held Over Last Five Years | | | | | | Time in Position | | |

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| | | | | | | | | | | | | Vice President, Customer Experience, Rates and Regulations, Consumers Energy Company | | | | | | January 2011 to July 2016 | | |

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| | | | | | | | | | | | | Senior positions, including Executive Vice President, Strategy & Administration, Dynegy, Inc. | | | | | | August 2011 to April 2018 | | |

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| | | | | | | | | | | | | Executive Vice President & Chief Human Resources Officer, Tenneco Inc. | | | | | | September 2018 to November 2022 | | |

| | | | | | | | | | | | | Global Vice President, Human Resources, Aptiv PLC | | | | | | May 2015 to August 2018 | | |

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| | | | | | | | | | | | | Consultant, Bain & Company | | | | | | August 2007 to December 2013 | | |

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| | | | | | | | | | | | | Chief Integration Officer, NextEra Energy, Inc. | | | | | | March 2015 to December 2018 | | |

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| | | | | | | | | | | | | Executive Vice President, Law, Strategy, and Policy | | | | | | June 2019 to August 2020 | | |

| | | | | | | | | | | | | Executive Vice President | | | | | | May 2019 to June 2019 | | |

| | | | | | | | | | | | | Interim Chief Executive Officer | | | | | | January 2019 to May 2019 | | |

| | | | | | | | | | | | | Executive Vice President and General Counsel | | | | | | March 2017 to January 2019 | | |

| | | | | | | | | | | | | Executive Vice President, Corporate Services and Human Resources | | | | | | August 2015 to February 2017 | | |

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| | | | | | | | | | | | | Gas Safety & Integrity Officer, Energy, Picarro, Inc. | | | | | | February 2020 to August 2020 | | |

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| | | | | | | | | | | | | Senior positions within the Utility including Vice President, Asset, Risk Management and Community Wildfire Safety Program from May 2019 to January 2020, Vice President, Community Wildfire Safety Program, from September 2018 to May 2019, Vice President, Gas Asset and Risk Management from September 2015 to August 2018 | | | | | | September 2015 to January 2020 | | |

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| | | | | | | | | | | | | Founder, Agni Growth Ventures, LLC | | | | | | January 2019 to September 2021 | | |

| | | | | | | | | | | | | Executive Vice President and Chief Technology Officer, Assurant Inc. | | | | | | May 2016 to December 2018 | | |

The following individuals serve as executive officers of the Utility as of February 12, 2025.

Except as otherwise noted, all positions have been held at the Utility.

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| | | | | | | | | | | | | Global Head of Utilities and Renewables, Bain & Company | | | | | | March 2020 to April 2021 | | |

| | | | | | | | | | | | | Partner, Bain & Company | | | | | | January 2014 to April 2021 | | |

| | | | | | | | | | | | | Consultant, Bain & Company | | | | | | August 2007 to December 2013 | | |

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As of February [removed: 5, 2025,] [added: 4, 2026,] there were [removed: 40,511] [added: 38,490] holders of record of PG&E Corporation common stock.

[added: | | | |] PG&E [removed: CORPORATION][added: Corporation | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | |

| Electric | | | $ | [removed: 17,811] [added: 18,318] | | | | | $ | [removed: 17,424] [added: 17,811] | | | | | $ | [removed: 15,060] [added: 17,424] | | | | |

| Natural gas | | | [removed: 6,608] [added: 6,617] | | | | | | [removed: 7,004] [added: 6,608] | | | | | | [removed: 6,620] [added: 7,004] | | | | | |

| Total operating revenues | | | [removed: 24,419] [added: 24,935] | | | | | | [removed: 24,428] [added: 24,419] | | | | | | [removed: 21,680] [added: 24,428] | | | | | |

| Cost of electricity | | | [removed: 2,261] [added: 2,609] | | | | | | [removed: 2,443] [added: 2,261] | | | | | | [removed: 2,756] [added: 2,443] | | | | | |

| Cost of natural gas | | | [removed: 1,192] [added: 1,107] | | | | | | [removed: 1,754] [added: 1,192] | | | | | | [removed: 2,100] [added: 1,754] | | | | | |

| Operating and maintenance | | | [removed: 11,808] [added: 11,349] | | | | | | [removed: 11,924] [added: 11,808] | | | | | | [removed: 9,809] [added: 11,924] | | | | | |

| SB 901 securitization charges, net | | | [removed: 33] [added: 35] | | | | | | [removed: 1,267] [added: 33] | | | | | | [removed: 608] [added: 1,267] | | | | | |

| Wildfire-related claims, net of recoveries | | | [removed: 94] [added: 100] | | | | | | [removed: 64] [added: 94] | | | | | | [removed: 237] [added: 64] | | | | | |

| Wildfire Fund expense | | | [removed: 383] [added: 352] | | | | | | [removed: 567] [added: 383] | | | | | | [removed: 477] [added: 567] | | | | | |

| Depreciation, amortization, and decommissioning | | | [removed: 4,189] [added: 4,634] | | | | | | [removed: 3,738] [added: 4,189] | | | | | | [removed: 3,856] [added: 3,738] | | | | | |

| Total operating expenses | | | [removed: 19,960] [added: 20,186] | | | | | | [removed: 21,757] [added: 19,960] | | | | | | [removed: 19,843] [added: 21,757] | | | | | |

| Operating Income | | | [removed: 4,459] [added: 4,749] | | | | | | [removed: 2,671] [added: 4,459] | | | | | | [removed: 1,837] [added: 2,671] | | | | | |

| Interest income | | | [removed: 604] [added: 520] | | | | | | [removed: 606] [added: 604] | | | | | | [removed: 162] [added: 606] | | | | | |

| Interest expense | | | [removed: (3,051)] [added: (3,028)] | | | | | | [removed: (2,850)] [added: (3,051)] | | | | | | [removed: (1,917)] [added: (2,850)] | | | | | |

| Other income, net | | | [removed: 300] [added: 182] | | | | | | [removed: 272] [added: 300] | | | | | | [removed: 394] [added: 272] | | | | | |

| Income Before Income Taxes | | | [removed: 2,312] [added: 2,423] | | | | | | [removed: 699] [added: 2,312] | | | | | | [removed: 476] [added: 699] | | | | | |

| Income tax benefit | | | [removed: (200)] [added: (280)] | | | | | | [removed: (1,557)] [added: (200)] | | | | | | [removed: (1,338)] [added: (1,557)] | | | | | |

| Net Income | | | [removed: 2,512] [added: 2,703] | | | | | | [removed: 2,256] [added: 2,512] | | | | | | [removed: 1,814] [added: 2,256] | | | | | |

| Preferred stock dividend requirement | | | [removed: 37] [added: —] | | | | | | [removed: 14] [added: —] | | | | | | [removed: 14] [added: —] | | | | | | [added: (14) | | | | | | — | | | | | | (14) | | |]

| Income Available for Common Shareholders | | | $ | [removed: 2,475] [added: 2,593] | | | | | $ | [removed: 2,242] [added: 2,475] | | | | | $ | [removed: 1,800] [added: 2,242] | | | | |

| Weighted Average Common Shares Outstanding, Basic | | | [removed: 2,141] [added: 2,197] | | | | | | [removed: 2,064] [added: 2,141] | | | | | | [removed: 1,987] [added: 2,064] | | | | | |

| Weighted Average Common Shares Outstanding, Diluted | | | [removed: 2,147] [added: 2,202] | | | | | | [removed: 2,138] [added: 2,147] | | | | | | [removed: 2,132] [added: 2,138] | | | | | |

| Net Income Per Common Share, Basic | | | $ | [removed: 1.16] [added: 1.18] | | | | | $ | [removed: 1.09] [added: 1.16] | | | | | $ | [removed: 0.91] [added: 1.09] | | | | |

| Net Income Per Common Share, Diluted | | | $ | [removed: 1.15] [added: 1.18] | | | | | $ | [removed: 1.05] [added: 1.15] | | | | | $ | [removed: 0.84] [added: 1.05] | | | | |

| | | | Year [removed: ended] [added: Ended] December 31, | | | | | | | | | | | | | | | [added: | | |]

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net Income | | | $ | [removed: 2,512] [added: 2,703] | | | | | $ | [removed: 2,256] [added: 2,512] | | | | | $ | [removed: 1,814] [added: 2,256] | |

| Pension and other postretirement benefit plans obligations (net of taxes of [added: $4,] $3, [removed: $6,] and [removed: $8, at respective dates)] [added: $6, respectively)] | | | [removed: (7)] [added: (11)] | | | | | | [removed: (16)] [added: (7)] | | | | | | [removed: 21] [added: (16)] | | |

| Net unrealized gain (losses) on available-for-sale securities (net of taxes of [added: $2,] $0, [removed: $3,] and $3, respectively) | | | [removed: 1] [added: 5] | | | | | | [removed: 8] [added: 1] | | | | | | [removed: (6)] [added: 8] | | |

| Total other comprehensive income (loss) | | | (6) | | | | | | [removed: (8)] [added: (6)] | | | | | | [removed: 15] [added: (8)] | | |

| Comprehensive Income | | | [removed: 2,506] [added: 2,697] | | | | | | [removed: 2,248] [added: 2,506] | | | | | | [removed: 1,829] [added: 2,248] | | |

| [removed: Preferred] [added: Preferred] stock dividend requirement [removed: of subsidiary] | | | [removed: 37] [added: 110] | | | | | | [removed: 14] [added: 37] | | | | | | [removed: 14] [added: 14] | | | [added: | | |]

| Comprehensive Income Attributable to Common Shareholders | | | $ | [removed: 2,469] [added: 2,587] | | | | | $ | [removed: 2,234] [added: 2,469] | | | | | $ | [removed: 1,815] [added: 2,234] | |

| | | | December 31, [removed: 2024] [added: 2025] | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | | | | | | | | | |

| [removed: Cash] [added: Cash] and cash equivalents [removed: | | | $ | 940 | |] [added: at December 31] | | | [removed: $] [added: $] | [removed: 635] [added: 713] | | | | | [added: $] | [added: 940] | | | | | [added: $] | [added: 635] | |

| Restricted cash and restricted cash equivalents (includes [removed: $263] [added: $225] million and [removed: $282] [added: $263] million related to VIEs at respective dates) | | | [removed: 273] [added: 259] | | | | | | [removed: 297] [added: 273] | | | | | | | | | | | | | | |

| Customers (net of allowance for doubtful accounts of [removed: $418] [added: $408] million and [removed: $445] [added: $418] million at respective dates) (includes $1.9 billion [removed: and $1.7 billion] related to VIEs, net of allowance for doubtful accounts of [removed: $418] [added: $408] million and [removed: $445] [added: $418] million at respective dates) | | | [removed: 2,220] [added: 2,267] | | | | | | [removed: 2,048] [added: 2,220] | | | | | | | | | | | | | | |

| Accrued unbilled revenue (includes $1.3 billion [removed: and $1.1 billion] related to VIEs at respective dates) | | | [removed: 1,487] [added: 1,463] | | | | | | [removed: 1,254] [added: 1,487] | | | | | | | | | | | | | | |

| Property, Plant, and Equipment | | | 128,989 | | | | | | 118,262 | | | | | | | | | | | | | | |

| Proceeds from sales and maturities of self-insurance investments | | | 1,181 | | | | | | — | | | | | | — | | |

| Mandatory convertible preferred stock dividends paid | | | (97) | | | | | | — | | | | | | — | | |

| Capital expenditures financed through current assets and non-current liabilities | | | 592 | | | | | | — | | | | | | — | | |

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| Common stock dividends declared | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (277) | | | | | | — | | | | | | (277) | | | | | | — | | | | | | (277) | | |

| Balance at December 31, 2025 | | | $ | 1,579 | | | | | 2,197,942,874 | | | | | | $ | 31,636 | | | | | — | | | | | | $ | — | | | | | $ | (650) | | | | | $ | (25) | | | | | $ | 32,540 | | | | | $ | 252 | | | | | $ | 32,792 | |

| Property, Plant, and Equipment | | | 128,989 | | | | | | 118,262 | | |

| Proceeds from sales and maturities of self-insurance investments | | | 1,181 | | | | | | — | | | | | | — | | |

| Capital expenditures financed through current assets and non-current liabilities | | | 592 | | | | | | — | | | | | | — | | |

| Balance at December 31, 2025 | | | $ | 258 | | | | | $ | 1,322 | | | | | $ | 37,505 | | | | | $ | (1,225) | | | | | $ | (23) | | | | | $ | 37,837 | |

The Utility’s ARO assumes that DCPP operates until 2030.

The Utility accounts for government grants in accordance with ASU 2025-10, *Government Grants (Topic 832).*

During the year ended December 31, 2025, the Consolidated Statements of Income reflected $13 million, as a deduction to Cost of electricity for income related to government grants for incurred eligible costs to purchase nuclear fuel.

Under the agreement, the Utility received monthly performance-based disbursements of $7 per MWh generated, capped at $300 million.

The final proceeds were received in 2024, and no further disbursements will be made.

In 2024, a re-evaluation resulted in the estimated life increasing from 15 to 20 years.

PG&E Corporation and the Utility have an established process to re-evaluate the estimated life of the fund whenever they obtain new significant fire-loss data.

PG&E Corporation and the Utility consider significant fire-loss data to include Cal Fire’s annual release of the prior year’s fire-loss data, internally developed data about wildfires and wildfire conditions in their own service area, and other participating electric utilities’ public disclosures of probable and estimable wildfire-related losses in their service area.

PG&E Corporation and the Utility are not able to independently verify other utilities’ estimates.

During each re-evaluation, PG&E Corporation and the Utility update their assumptions and the dataset of historical fire-losses for wildfires caused by electrical equipment, as applicable.

Based upon the outcome of the newly run Monte Carlo simulations, PG&E Corporation and the Utility may determine to increase or decrease, as applicable, the estimated life of the fund.

PG&E Corporation and the Utility apply adjustments to the estimated life of the fund on a prospective basis.

In addition to estimating the life of the fund, PG&E Corporation and the Utility also assess the Wildfire Fund asset for accelerated amortization when they record or increase a Wildfire Fund receivable or when reliable information becomes publicly available, including when another participating electric utility discloses a Wildfire Fund receivable.

PG&E Corporation and the Utility expect to begin accounting for the Continuation Account if the Wildfire Fund administrator determines that the Continuation Account is necessary and the CPUC approves the extension of non-bypassable charges to customers.

On June 3, 2025, the Utility completed the purchase of the legal parcel that contains the Oakland General Office.

The purchase price was $906 million, of which the Utility had prepaid a total of $400 million.

At closing, the Utility assumed a $172 million noncurrent liability for a property assessment carried by the property and paid an additional $349 million, which was adjusted for closing costs.

The cash payment is included within the Capital expenditures line item in PG&E Corporation’s and Utility’s Consolidated Statements of Cash Flows, and the property assessment and prepayments are included in Supplemental disclosures of noncash investing and financing activities.

(2) Includes amounts related to the customer credit trust and wildfire self-insurance.

As of December 31, 2025, the Utility’s future expected financing lease payments are not material.

| 2030 | | | 34 | | |

| Thereafter | | | 165 | | |

| Total | | | $ | 445 | |

PG&E Corporation and the Utility have applied enhanced disclosure requirements, including, but not limited to, those with respect to PG&E Corporation and the Utility’s income tax rate reconciliation and income taxes paid.

Derivatives and Hedging and Revenue from Contracts with Customers

In September 2025, the FASB issued ASU No. 2025-07, *Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606*), which amended the existing guidance to (a) reduce the cost and complexity of evaluating whether contracts with features based on the operations or activities of one of the parties to the contract are derivatives, (b) better portray the economics of those contracts in the financial statements, and (c) reduce diversity in practice resulting from the broad application of the current guidance and changing business environment.

The amendments also are expected to reduce diversity in practice by clarifying the applicability of Topic 606, Revenue from Contracts with Customers, to share-based noncash consideration from a customer for the transfer of goods or services.

Intangibles – Goodwill and Other – Internal Use Software

In September 2025, the FASB issued ASU No. 2025-06, *Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40),* which amended the existing guidance to modernize the accounting for software costs that are accounted for under Subtopic 350-40, *Intangibles—Goodwill and Other—Internal-Use Software*.

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| Electric | | | 86,639 | | | | | | 80,345 | | | | | | | | | | | | | | |

| Gas | | | 31,623 | | | | | | 29,830 | | | | | | | | | | | | | | |

| Income taxes receivable | | | 1 | | | | | | 24 | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| Disallowed capital expenditures | | | — | | | | | | — | | | | | | 15 | | |

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| Balance at December 31, 2021 | | | $ | — | | | | | 1,985,400,540 | | | | | | $ | 35,129 | | | | | 477,743,590 | | | | | | $ | (4,854) | | | | | $ | (9,284) | | | | | $ | (20) | | | | | $ | 20,971 | | | | | $ | 252 | | | | | $ | 21,223 | |

| Treasury stock disposition | | | — | | | | | | — | | | | | | — | | | | | | (230,000,000) | | | | | | 2,337 | | | | | | — | | | | | | — | | | | | | 2,337 | | | | | | — | | | | | | 2,337 | | |

| | | | | | | | | | | | | | | | | | |

| Electric | | | 86,639 | | | | | | 80,345 | | |

| Gas | | | 31,623 | | | | | | 29,830 | | |

| Income taxes receivable | | | — | | | | | | 22 | | |

| | | | | | | | | | | | | | | | | | |

| Disallowed capital expenditures | | | — | | | | | | — | | | | | | 15 | | |

| | | | | | | | | | | | | | | | | | |

| Proceeds from intercompany note to PG&E Corporation | | | — | | | | | | — | | | | | | 145 | | |

| Proceeds from issuance of SB 901 recovery bonds, net of financing fees of $0, $0 and $36 at respective dates | | | — | | | | | | — | | | | | | 7,464 | | |

| Proceeds from AB 1054 recovery bonds, net issuance costs of $10, $0, and $11 at respective dates | | | 1,409 | | | | | | — | | | | | | 972 | | |

| Balance at December 31, 2021 | | | $ | 258 | | | | | $ | 1,322 | | | | | $ | 28,286 | | | | | $ | (4,247) | | | | | $ | (9) | | | | | $ | 25,610 | |

| Preferred stock dividend requirement in arrears | | | — | | | | | | — | | | | | | — | | | | | | (59) | | | | | | — | | | | | | (59) | | |

| Preferred stock dividend requirement | | | — | | | | | | — | | | | | | — | | | | | | (13) | | | | | | — | | | | | | (13) | | |

Segment Reporting

As of December 31, 2024, the Utility had contributed $911 million to Pacific Energy Risk Solutions, LLC, its wholly-owned subsidiary and captive insurance company for the administration of wildfire liability self-insurance.

Based on an evaluation of PG&E Corporation’s and the Utility’s disclosure controls and procedures [added: (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act)] as of December 31, [removed: 2024,] [added: 2025,] PG&E Corporation’s and the Utility’s respective principal executive officers and principal financial officers have concluded that such controls and procedures [removed: are] [added: were] effective [added: 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 report, together with the report of the independent registered public accounting firm, appears in Item 8 of this [removed: 2024] [added: 2025] Form 10-K under the heading “Management’s Report on Internal Control Over Financial Reporting” and “Report of Independent Registered Public Accounting Firm.”

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, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control* — *Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

There were no changes in internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2024] [added: 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.

See “Report of Independent Registered Public Accounting Firm” in Part II, Item 8 of this 2025 Form 10-K.

On November [removed: 14, 2024,] [added: 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 [added: conditions] of Rule 10b5-1(c), for the sale of up to [removed: 6,800] [added: 10,000] shares of PG&E Corporation common stock.

The trading arrangement will terminate on the earlier of December [removed: 16, 2025] [added: 31, 2026] or the execution of the sale of all [removed: 6,800] [added: 10,000] shares.

Peterman, who serves as the [added: President, PG&E Corporation, and] Executive Vice President, [added: Customer &] Corporate Affairs [removed: and Chief Sustainability Officer] of PG&E Corporation, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense [added: 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 [removed: performance share units (“PSUs”)] [added: PSUs] vest.

[removed: The] [added: 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 [removed: June 27, 2025] [added: May 15, 2026] or the execution of the sale of all covered shares.

[removed: Santos,] [added: On November 13, 2025, Sumeet Singh,] who serves as the [added: Chief] Executive [removed: Vice President] [added: Officer, Pacific Gas] and [removed: Chief Customer] [added: Electric Company,] and [removed: Enterprise Solutions Officer] [added: Executive Vice President, Energy Delivery] of the Utility, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense [added: 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 [removed: Ms. Santos] [added: Mr. Singh] receives when [removed: her PSUs] [added: his performance share units (“PSUs”)] vest.

[removed: The] [added: 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 [removed: June 27, 2025] [added: 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 [removed: Plan (the 401(k) plan),] [added: 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 [removed: 10b5-1 under the Exchange Act] [added: 10b5-1(c)] or may constitute [removed: non-Rule] [added: “non-Rule] 10b5-1 trading [removed: arrangements] [added: arrangements”] (as defined in Item 408(c) of Regulation S-K).

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.

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.

On December 11, 2025, Carla J.

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.

On November 15, 2024, Carla J.

On November 18, 2024, Marlene M.

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 [removed: 2024] [added: 2025] Form 10-K.

Other information required by this Item 10 will be included in the Joint Proxy Statement relating to the [removed: 2025] [added: 2026] Annual Meetings of Shareholders [added: 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 [removed: “2025] [added: “2026] Annual Meetings,”) which information is incorporated herein by reference.

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

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 - [removed: 2024,”] [added: 2025,”] “Grants of Plan-Based Awards in [removed: 2024,”] [added: 2025,”] “Outstanding Equity Awards at Fiscal Year End - [removed: 2024,”] [added: 2025,”] “Option Exercises and Stock Vested during [removed: 2024,”] [added: 2025,”] “Pension Benefits - [removed: 2024,”] [added: 2025,”] “Non-Qualified Deferred Compensation - [removed: 2024,”] [added: 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 - [removed: 2024,”] [added: 2025,”] in the Joint Proxy Statement relating to the [removed: 2025] [added: 2026] Annual Meetings of Shareholders, which information is incorporated herein by reference.

Information regarding the beneficial ownership of securities for each of PG&E Corporation and the Utility [removed: is] [added: 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 [removed: 2025] [added: 2026] Annual Meetings of Shareholders, which information is incorporated herein by reference.

The following table provides information as of December 31, [removed: 2024] [added: 2025] concerning shares of PG&E Corporation common stock authorized for issuance under PG&E Corporation’s existing equity compensation plans.

| Equity compensation plans approved by shareholders | | | | | | [removed: 22,729,405] [added: 22,859,547] | | | (1) | | | | | | $ | 41.27 | | (2) | | | | | | [removed: 55,900,800] [added: 51,401,320] | | | (3) | | |

(1) Includes [removed: 161] [added: 162] phantom stock units, [removed: 9,541,306] [added: 10,842,071] restricted stock units and [removed: 12,443,975] [added: 11,384,846] performance shares.

(2) This is the weighted average exercise price for the [removed: 743,963] [added: 632,468] options outstanding as of December 31, [removed: 2024.][added: 2025.]

(3) Represents the total number of shares available for issuance under all PG&E Corporation’s equity compensation plans as of December 31, [removed: 2024.][added: 2025.]

| Total equity compensation plans | | | | | | 22,859,547 | | | (1) | | | | | | $ | 41.27 | | (2) | | | | | | 51,401,320 | | | (3) | | |

| Total equity compensation plans | | | | | | 22,729,405 | | | (1) | | | | | | $ | 41.27 | | (2) | | | | | | 55,900,800 | | | (3) | | |

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 [removed: 2025] [added: 2026] Annual Meetings of Shareholders, which information is incorporated herein by reference.

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 [removed: 2025] [added: 2026] Annual Meetings of Shareholders, which information is incorporated herein by reference.

Consolidated Statements of Income for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] for each of PG&E Corporation and Pacific Gas and Electric Company.

Consolidated Statements of Comprehensive Income for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] for each of PG&E Corporation and Pacific Gas and Electric Company.

Consolidated Balance Sheets at December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] for each of PG&E Corporation and Pacific Gas and Electric Company.

Consolidated Statements of Cash Flows for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] for each of PG&E Corporation and Pacific Gas and Electric Company.

Consolidated Statements of Equity for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] for PG&E Corporation.

Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] for Pacific Gas and Electric Company.