filings.toolsPG&E 8-K 2025-06-23
Filed 2025-06-24. 1 sections, 8K characters. Original on sec.gov · Markdown · JSON
Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: June 23, 2025
(Date of earliest event reported)
| Commission File Number | Exact Name of Registrant as specified in its charter | State or Other Jurisdiction of Incorporation or Organization | IRS Employer Identification Number | |||
| 001-12609 | PG&E CORPORATION | California | 94-3234914 | |||
| 001-02348 | PACIFIC GAS AND ELECTRIC COMPANY | California | 94-0742640 |
 |  | |
| 300 Lakeside Drive | 300 Lakeside Drive | |
| Oakland, California 94612 | Oakland, California 94612 | |
| (Address of principal executive offices) (Zip Code) | (Address of principal executive offices) (Zip Code) | |
| (415) 973-1000 | (415) 973-7000 | |
| (Registrant’s telephone number, including area code) | (Registrant’s telephone number, including area code) |
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common stock, no par value | PCG | The New York Stock Exchange | ||
| First preferred stock, cumulative, par value $25 per share, 6% nonredeemable | PCG-PA | NYSE American LLC | ||
| First preferred stock, cumulative, par value $25 per share, 5.50% nonredeemable | PCG-PB | NYSE American LLC | ||
| First preferred stock, cumulative, par value $25 per share, 5% nonredeemable | PCG-PC | NYSE American LLC | ||
| First preferred stock, cumulative, par value $25 per share, 5% redeemable | PCG-PD | NYSE American LLC | ||
| First preferred stock, cumulative, par value $25 per share, 5% series A redeemable | PCG-PE | NYSE American LLC | ||
| First preferred stock, cumulative, par value $25 per share, 4.80% redeemable | PCG-PG | NYSE American LLC | ||
| First preferred stock, cumulative, par value $25 per share, 4.50% redeemable | PCG-PH | NYSE American LLC | ||
| First preferred stock, cumulative, par value $25 per share, 4.36% redeemable | PCG-PI | NYSE American LLC | ||
| 6.000% Series A Mandatory Convertible Preferred Stock, no par value | PCG-PrX | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
| Emerging growth company | PG&E Corporation | ☐ | ||
| Emerging growth company | Pacific Gas and Electric Company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| PG&E Corporation | ☐ | |
| Pacific Gas and Electric Company | ☐ |
Item 1.01. Entry into a Material Definitive Agreement
On June 23, 2025, Pacific Gas and Electric Company, the several banks and other financial institutions or entities party thereto from time to time and Citibank, N.A., as administrative agent and designated agent, entered into Amendment No. 5 to Credit Agreement (the “Utility Amendment”) that amended that certain Credit Agreement, dated as of July 1, 2020 (as previously amended and as amended by the Utility Amendment, the “Utility Revolving Credit Agreement”). The Utility Revolving Credit Agreement was amended to, among other things, (i) extend the maturity date of such agreement to June 21, 2030, (ii) increase the aggregate commitments provided by the lenders thereunder from $4,400,000,000 to $5,400,000,000 and (iii) modify both the interest rate pricing grid and commitment fee pricing grid.
The foregoing description of the Utility Amendment and the Utility Revolving Credit Agreement is qualified in its entirety by reference to the full text of the Utility Amendment and the Utility Revolving Credit Agreement, which are attached as Exhibit 10.1 hereto and incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant
The information set forth in Item 1.01 is incorporated into this Item 2.03 by reference.
Item 8.01. Other Events
On June 23, 2025, PG&E Corporation, the several banks and other financial institutions or entities party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent, entered into Amendment No. 5 to Credit Agreement (the “Corporation Amendment”) that amended that certain Credit Agreement, dated as of July 1, 2020 (as previously amended and as amended by the Corporation Amendment, the “Corporation Revolving Credit Agreement”). The Corporation Revolving Credit Agreement was amended to, among other things, (i) extend the maturity date of such agreement to June 22, 2028, (ii) increase the aggregate commitments provided by the lenders thereunder from $500,000,000 to $650,000,000 and (iii) modify both the interest rate pricing grid and commitment fee pricing grid.
The foregoing description of the Corporation Amendment and the Corporation Revolving Credit Agreement is qualified in its entirety by reference to the full text of the Corporation Amendment and the Corporation Revolving Credit Agreement, which are attached as Exhibit 10.2 hereto and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Descri ption | |
| 10.1 | Amendment No. 5 to Credit Agreement, dated as of June 23, 2025, among Pacific Gas and Electric Company, the several banks and other financial institutions or entities party thereto from time to time and Citibank, N.A., as administrative agent and designated agent | |
| 10.2 | Amendment No. 5 to Credit Agreement, dated as of June 23, 2025, among PG&E Corporation, the several banks and other financial institutions or entities party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
| PG&E CORPORATION | ||||||
| Date: June 24, 2025 | By: | /s/ Carolyn J. Burke | ||||
| Name: Carolyn J. Burke | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
| PACIFIC GAS AND ELECTRIC COMPANY | ||||||
| Date: June 24, 2025 | By: | /s/ Stephanie N. Williams | ||||
| Name: Stephanie N. Williams | ||||||
| Title: Vice President, Chief Financial Officer and Controller |