Public Service Enterprise Group 10-K 2025-12-31
Filed 2026-02-26. 23 sections, 735K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED December 31**,** 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
| Commission File Number | Name of Registrant, Address, and Telephone Number | State or other jurisdiction of Incorporation | I.R.S. Employer Identification Number | |||||
| 001-09120 | Public Service Enterprise Group Incorporated | New Jersey | 22-2625848 | |||||
| 80 Park Plaza | ||||||||
| Newark**,** | New Jersey | 07102 | ||||||
| 973 | 430-7000 | |||||||
| 001-00973 | Public Service Electric and Gas Company | New Jersey | 22-1212800 | |||||
| 80 Park Plaza | ||||||||
| Newark**,** | New Jersey | 07102 | ||||||
| 973 | 430-7000 |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange On Which Registered | ||
| Public Service Enterprise Group Incorporated | ||||
| Common Stock without par value | PEG | New York Stock Exchange | ||
| Public Service Electric and Gas Company | ||||
| 8.00% First and Refunding Mortgage Bonds, due 2037 | PEG37D | New York Stock Exchange | ||
| 5.00% First and Refunding Mortgage Bonds, due 2037 | PEG37J | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether each registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
| Public Service Enterprise Group Incorporated | ☒ | Yes | ☐ | No |
| Public Service Electric and Gas Company | ☒ | Yes | ☐ | No |
Indicate by check mark if each of the registrants is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes ☒ No
Indicate by check mark whether each of the registrants (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
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Indicate by check mark whether the registrants have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrants were required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether each registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Public Service Enterprise Group Incorporated | Large Accelerated Filer | ☒ | Accelerated Filer | ☐ | Non-accelerated Filer | ☐ | Smaller reporting company | ☐ | Emerging growth company | ☐ |
| Public Service Electric and Gas Company | Large Accelerated Filer | ☐ | Accelerated Filer | ☐ | Non-accelerated Filer | ☒ | Smaller reporting company | ☐ | Emerging growth company | ☐ |
If any of the registrants is an emerging growth company, indicate by check mark if such 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. ☐
Indicate by check mark whether each of the registrants has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 726(b)) by the registered public accounting firm that prepared and issued its audit report.
| Public Service Enterprise Group Incorporated | ☒ | |
| Public Service Electric and Gas Company | ☐ |
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrants included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants’ executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether any of the registrants is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐ Yes ☒ No
The aggregate market value of the Common Stock of Public Service Enterprise Group Incorporated held by non-affiliates as of June 30, 2025 was $41,911,658,020 based upon the New York Stock Exchange Composite Transaction closing price.
The number of shares outstanding of Public Service Enterprise Group Incorporated’s sole class of Common Stock as of February 20, 2026 was 498,739,910.
As of February 20, 2026, Public Service Electric and Gas Company had issued and outstanding 132,450,344 shares of Common Stock, without nominal or par value, all of which were held, beneficially and of record, by Public Service Enterprise Group Incorporated.
Public Service Electric and Gas Company is a wholly owned subsidiary of Public Service Enterprise Group Incorporated and meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K. Public Service Electric and Gas Company is filing its Annual Report on Form 10-K with the reduced disclosure format authorized by General Instruction I.
DOCUMENTS INCORPORATED BY REFERENCE
| Part of Form 10-K of Public Service Enterprise Group Incorporated | Documents Incorporated by Reference | |
| III | Portions of the definitive Proxy Statement for the 2026 Annual Meeting of Stockholders of Public Service Enterprise Group Incorporated, which definitive Proxy Statement is expected to be filed with the Securities and Exchange Commission on or about March 12, 2026, as specified herein. |
TABLE OF C****ONTENTS
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TABLE OF CONTENTS (continued)
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FORWARD-LOOKI****NG STATEMENTS
Certain of the matters discussed in this report about our and our subsidiaries’ future performance, including, without limitation, future revenues, earnings, strategies, prospects, consequences and all other statements that are not purely historical constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from those anticipated. Such statements are based on management’s beliefs as well as assumptions made by and information currently available to management. When used herein, the words “anticipate,” “intend,” “estimate,” “believe,” “expect,” “plan,” “should,” “hypothetical,” “potential,” “forecast,” “project,” variations of such words and similar expressions are intended to identify forward-looking statements. Factors that may cause actual results to differ are often presented with the forward-looking statements themselves. Other factors that could cause actual results to differ materially from those contemplated in any forward-looking statements made by us herein are discussed in Item 1A. Risk Factors, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A), Item 8. Financial Statements and Supplementary Data—Note 12. Commitments and Contingent Liabilities, and other filings we make with the United States Securities and Exchange Commission (SEC), including our subsequent reports on Form 10-Q and Form 8-K. These factors include, but are not limited to:
any inability to successfully develop, obtain regulatory approval for, or construct transmission and distribution, and our nuclear generation projects;
significant resource adequacy challenges that present affordability and reliability concerns and that could cause policymakers to implement responsive measures that could have a material, adverse impact on our business, strategy, growth rates, cash flows, results of operation, and financial condition and increase regulatory uncertainty for utility investment initiatives and programs;
the physical, financial and transition risks related to climate change, including risks relating to potentially increased legislative and regulatory burdens, changing customer preferences and lawsuits;
any equipment failures, gas explosions, accidents, critical operating technology or business system failures, natural disasters, severe weather events, acts of war, terrorism or other acts of violence, sabotage, physical attacks or security breaches, cyberattacks or other incidents that may impact our ability to provide safe and reliable service to our customers;
any inability to recover the carrying amount of our long-lived assets;
disruptions or cost increases in our supply chain, including labor shortages;
any inability to maintain sufficient liquidity or access sufficient capital on commercially reasonable terms;
the impact of cybersecurity attacks or intrusions or other disruptions to our information technology, operational or other systems;
failure to attract and retain a qualified workforce;
increases in the costs of equipment, materials, fuel, services and labor;
the impact of our covenants in our debt instruments and credit agreements on our business;
adverse performance of our defined benefit plan trust funds and Nuclear Decommissioning Trust Fund and increases in funding requirements;
any inability to enter into or extend certain significant contracts;
development, adoption and use of Artificial Intelligence by us and our third-party vendors;
fluctuations in, or third-party default risk in wholesale power and natural gas markets, including the potential impacts on the economic viability of our generation units;
our ability to obtain adequate nuclear fuel supply;
iii
changes in technology related to energy generation, distribution and consumption and changes in customer usage patterns;
third-party credit risk relating to our sale of nuclear generation output and purchase of nuclear fuel;
any inability to meet our commitments under forward sale obligations and Regional Transmission Organization rules;
risks associated with generation activities at, and operation of, the Peach Bottom plants, which are similar to those to which nuclear generation plants that we operate are subject;
the impact of changes in state and federal legislation and regulations on our business, including PSE&G’s ability to recover costs and earn returns on authorized investments;
PSE&G’s proposed investment projects or programs may not be fully approved by regulators and its capital investment may be lower than planned;
our ability to receive sufficient financial support for our New Jersey nuclear plants from the markets, and/or production tax credits;
adverse changes in and non-compliance with energy industry laws, policies, regulations and standards, including market structures and transmission planning and transmission returns;
risks associated with our ownership and operation of nuclear facilities, including increased nuclear fuel storage costs, regulatory risks, such as compliance with the Atomic Energy Act and trade control, environmental and other regulations, as well as operational, financial, environmental and health and safety risks;
changes in or violation of federal, state and local environmental laws and regulations and enforcement;
delays in receipt of, or an inability to receive, necessary licenses and permits and siting approvals; and
changes in tax laws and regulations.
All of the forward-looking statements made in this report are qualified by these cautionary statements and we cannot assure you that the results or developments anticipated by management will be realized or even if realized, will have the expected consequences to, or effects on, us or our business, prospects, financial condition, results of operations or cash flows. Readers are cautioned not to place undue reliance on these forward-looking statements in making any investment decision. Forward-looking statements made in this report apply only as of the date of this report. While we may elect to update forward-looking statements from time to time, we specifically disclaim any obligation to do so, even in light of new information or future events, unless otherwise required by applicable securities laws.
The forward-looking statements contained in this report are intended to qualify for the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
From time to time, PSEG and PSE&G release important information via postings on their corporate Investor Relations website at https://investor.pseg.com. Investors and other interested parties are encouraged to visit the Investor Relations website to review new postings. You can sign up for automatic email alerts regarding new postings at the bottom of the webpage at https://investor.pseg.com or by navigating to the Email Alerts webpage at https://investor.pseg.com/resources/email-alerts/default.aspx. The information on https://investor.pseg.com and https://investor.pseg.com/resources/email-alerts/default.aspx is not incorporated herein and is not part of this Form 10-K.
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FILING F****ORMAT
This combined Annual Report on Form 10-K is separately filed by Public Service Enterprise Group Incorporated (PSEG) and Public Service Electric and Gas Company (PSE&G). Information relating to any individual company is filed by such company on its own behalf. PSE&G is only responsible for information about itself and its subsidiaries.
Discussions throughout the document refer to PSEG and its direct operating subsidiaries. Depending on the context of each section, references to “we,” “us,” and “our” relate to PSEG or to the specific company or companies being discussed.
WHERE TO FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may obtain our filed documents from commercial document retrieval services, the SEC’s internet website at www.sec.gov or our website at https://investor.pseg.com. Information on our website should not be deemed incorporated into or as a part of this report. Our Common Stock is listed on the New York Stock Exchange under the trading symbol PEG. You can obtain information about us at the offices of the New York Stock Exchange, Inc., 11 Wall Street, New York, New York 10005.
PA****RT I
Item 1. BUSINESS
We were incorporated under the laws of the State of New Jersey in 1985 and our principal executive offices are located at 80 Park Plaza, Newark, New Jersey 07102. We are a public utility holding company that, acting through our wholly owned subsidiaries, is a predominantly regulated electric and gas utility and a nuclear generation business. Our business plan focuses on achieving growth by allocating capital primarily toward regulated investments in an effort to continue to improve the sustainability and predictability of our business and realizing the value of the consistent and reliable carbon-free generation from our nuclear units.
As a holding company, our profitability depends on our subsidiaries’ operating results. We principally conduct our business through two direct wholly owned subsidiaries, PSE&G and PSEG Power LLC (PSEG Power), described below, each of which also has its principal executive offices at 80 Park Plaza, Newark, New Jersey 07102.
PSE&G—A New Jersey corporation, incorporated in 1924, which is a franchised public utility in New Jersey. It is also the provider of last resort for gas and electric commodity service for end users in its service territory. PSE&G earns revenues from its regulated rate tariffs under which it provides electric transmission and electric and natural gas distribution to residential, commercial and industrial (C&I) customers in its service territory. It also offers appliance services and repairs to customers throughout its service territory and invests in regulated solar generation projects and regulated energy efficiency (EE) and related programs in New Jersey.
PSEG Power—A Delaware limited liability company formed in 1999 as a result of the deregulation and restructuring of the electric power industry in New Jersey. PSEG Power earns revenues primarily by selling energy and capacity from its nuclear generation units and from the sale of wholesale natural gas through a full-requirements contract with PSE&G. PSEG Power also enters into bilateral contracts for energy, gas and other energy-related contracts to optimize the value of its portfolio of generating assets and its gas supply obligations.
Our other direct wholly owned subsidiaries are: PSEG Long Island LLC (PSEG LI), which operates the Long Island Power Authority’s (LIPA) electric transmission and distribution (T&D) system under a contractual agreement; PSEG Energy Holdings L.L.C. (Energy Holdings), which primarily holds our legacy lease investments and competitively bid, FERC regulated transmission; and PSEG Services Corporation (Services), which provides us and our operating subsidiaries with certain management, administrative and general services at cost.
OPERATIONS AND STRATEGY
PSE&G
Our regulated T&D public utility, PSE&G, distributes electric energy and natural gas to customers within a designated service territory running diagonally across New Jersey where approximately 6.8 million people, or about 74% of New Jersey’s population resides.

Products and Services
Our utility operations primarily earn margins through:
Transmission—the movement of electricity at high voltage from generating plants to substations and transformers, where it is then reduced to a lower voltage for distribution to homes, businesses and industrial customers. Our revenues for these services are based upon tariffs approved by the Federal Energy Regulatory Commission (FERC).
Distribution—the delivery of electricity and gas to the retail customer’s home, business or industrial facility. Our revenues for these services are based upon tariffs approved by the New Jersey Board of Public Utilities (BPU).
The commodity portion of our utility business’ electric and gas sales is managed by basic generation service (BGS) and basic gas supply service (BGSS) suppliers. Pricing for those services is set by the BPU as a pass-through, resulting in no margin for our utility operations.
In addition, we continue to invest in and pursue opportunities in regulated clean energy programs, including EE, electric vehicle (EV) make-ready charging infrastructure and other potential investments.
We also earn margins through competitive services, such as appliance repair, in our service territory.
How PSE&G Operates
We are a transmission owner in PJM Interconnection, L.L.C. (PJM) which is an Independent System Operator (ISO) and Regional Transmission Organization (RTO) that operates the electric transmission system in the Mid-Atlantic Region,
including New Jersey and the surrounding states. We provide distribution service to 2.4 million electric customers and 1.9 million gas customers in a service area that covers approximately 2,600 square miles running diagonally across New Jersey. We serve the most densely populated, commercialized and industrialized territory in New Jersey, including its six largest cities and approximately 300 suburban and rural communities.
Transmission
We use formula rates for our transmission cost of service and investments. Formula rates provide a method of rate recovery where the transmission owner annually determines its revenue requirements through a fixed formula that provides for a recovery of our operating costs and a return of and on our capital investments in the system, net of accumulated depreciation and deferred tax liabilities (also known as rate base) using an approved return on equity (ROE) in developing the weighted average cost of capital. Under this formula, rates are put into effect in January of each year based upon our internal forecast of annual expenses and capital expenditures. Rates are subsequently trued up to reflect actual annual expenses and capital expenditures. Our transmission revenues are not impacted by sales volumes. Our current approved transmission rates provide for a base ROE of 9.90% and a 50 basis point adder for our membership in PJM as an RTO. See Item 7. MD&A—Executive Overview of 2025 and Future Outlook for additional information.
Distribution
PSE&G distributes electricity and natural gas to end users in our respective franchised service territories. Our distribution rates are subject to periodic rate cases approved by the BPU. In October 2024, the BPU issued an Order approving the settlement of PSE&G’s electric and gas distribution base rate case with new rates effective October 15, 2024. The Order provided for a $17.8 billion rate base, a 9.6% return on equity for PSE&G’s distribution business and a 55% equity component of its capitalization structure. For additional information, see Item 8. Note 5. Regulatory Assets and Liabilities.
The BPU has also approved a series of PSE&G infrastructure, EE, EV and renewable energy investment programs with cost recovery through various clause mechanisms. For a discussion of proposed and approved programs, see Investment Clause Programs as follows and Item 7. MD&A—Executive Overview of 2025 and Future Outlook.
Our load requirements are split among commercial, residential and industrial customers, as shown in the following table for 2025:
| % of 2025 Sales | ||||||||||
| Customer Type | Electric | Gas | ||||||||
| Commercial | 57 | % | 38 | % | ||||||
| Residential | 34 | % | 58 | % | ||||||
| Industrial | 9 | % | 4 | % | ||||||
| Total | 100 | % | 100 | % | ||||||
Our customer base has modestly increased since 2021, with electric and gas loads changing as illustrated in the following table:
| | | | | | | | | | | | | --- | --- | --- | --- | --
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Item 1A. RISK FACTORS
The following factors should be considered when reviewing our business. These factors could have a material adverse impact on our business, prospects, financial position, results of operations or cash flows and could cause results to differ materially from those expressed elsewhere in this report.
GENERAL OPERATIONAL AND FINANCIAL RISKS
Inability to successfully develop, obtain regulatory approval for, or construct T&D, and our nuclear generation projects could adversely impact our businesses.
Our business plan calls for extensive investment in capital improvements and additions, including the construction of T&D facilities, modernizing and expanding existing infrastructure pursuant to investment programs that provide for current recovery in rates, addressing needs of new customers and increasing demand on the system, and our CEF programs, particularly our energy efficiency program which provides incentives for customers to install high-efficiency equipment at their premises and transmission capital investments outside of our utility service territory, as well as uprates and other potential investments at our nuclear facilities. Currently, we have several significant capital investments underway or being contemplated.
The successful construction and development of these projects will depend, in part, on our ability to:
obtain necessary governmental and regulatory approvals;
obtain environmental permits and approvals;
obtain governmental and community support for such projects to avoid delays in the receipt of permits and approvals from regulatory authorities;
obtain customer support for investments made at their premises;
obtain property/land rights in property-constrained areas and for greenfield locations, and at a reasonable cost;
complete such projects within budgets and on commercially reasonable terms and conditions;
complete supporting information technology (IT), cybersecurity and physical security upgrades;
obtain any necessary debt financing on acceptable terms and/or necessary governmental financial incentives;
ensure that contracting parties, including suppliers, perform under their contracts in a timely and cost-effective manner; and
timely recovery of these investments through rates.
Failure to obtain regulatory or other approvals, delays, cost escalations or otherwise unsuccessful construction and development could materially affect our financial position, results of operations and cash flows.
Macroeconomic considerations, including inflationary levels, gas and electric supply prices that are passed through to customers and other pressures could factor into our regulators’ assessment in approving the size, duration and timing of cost recovery of certain of these programs. Further, certain negative public and political views by certain stakeholders on energy infrastructure could result in diminishing support for those investments.
In addition, the successful operation of new facilities or transmission or distribution projects is subject to risks relating to supply interruptions; labor availability, work stoppages and labor disputes; weather interferences; unforeseen engineering and environmental problems, including those related to climate change; opposition from local communities, and the other risks described herein.
Any of these risks could cause the amounts of our investments and/or our return on these investments to be lower than expected, which could adversely impact our financial condition and results of operations through lower investment opportunities and/or lower returns.
Significant resource adequacy challenges present affordability and reliability concerns that could cause policymakers to implement responsive measures that could have a material, adverse impact on our business, strategy, growth rates, cash flows, results of operation, and financial condition and increase regulatory uncertainty for utility investment initiatives and programs.
PJM continues to face significant resource adequacy challenges, driven by a lack of sufficient supply to meet electric demand, which has increased significantly over the past several years and is expected to continue to increase going forward. Increasing demand is caused by data centers, EV adoption, electrification and other factors. Insufficient supply to meet forecasted demand has caused increases in energy and capacity prices which, in turn, have caused the customer rates by which we recover electric supply costs to materially increase. This has resulted in continuing affordability concerns that have caused regulators and other policymakers to consider ways to reduce utility rates, including proposing to mitigate electric rate increases, and create increased regulatory uncertainty for utility investment initiatives and programs. Actions that policymakers could implement in response to these affordability concerns could have a material, adverse impact on our business, strategy, growth rates, cash flows, results of operation, and financial condition.
In addition, both lack of supply and increasing demand pose reliability risk for customers. Substantial investments in generation, transmission and distribution will be required to meet current projections of increasing customer demand. Sustained distribution grid modernization will also be required to accommodate increased EE, EV infrastructure, increased penetration of distributed energy resources on the electric system, such as on-site solar generation and also potential deployment of energy storage, fuel cells, and distributed resources technologies. In addition, inability of PJM to procure sufficient capacity to meet demand plus its reserve margin increase future risk of blackouts and load reduction, which may in turn result in litigation, political and regulatory scrutiny and reputational impacts.
We are subject to physical, financial and transition risks related to climate change, including potentially increased legislative and regulatory burdens and changing customer preferences, and we may be subject to lawsuits, all of which could impact our businesses and results of operations.
Climate change may drive change to existing or additional legislation and regulation that may impact our business and shape our customers’ energy preference and sustainability goals, including impacts of potential changes in use of natural gas and electricity due to electrification over the long-term and the impact on need for additional generation to meet those electric needs. These factors could impact the need to invest in our electric and gas T&D systems and, therefore, our growth rate.
Severe weather or acts of nature, including hurricanes, winter storms, earthquakes, floods, wildfires and other natural disasters can stress systems, disrupt operation of our facilities and cause service outages, and property damage that require incurring additional expenses. In addition, the effects of climate change will have increased the physical risks to our facilities and operations resulting from such climate hazards as more severe weather events (extreme wind, rainfall and flooding), such as experienced from Superstorm Sandy and Tropical Storms Isaias and Ida, sea level rise, and extreme heat and drought.
These and other physical changes could result in changes in customer demand, increased costs associated with repairing and maintaining generation facilities and T&D systems, resulting in increased maintenance and capital costs (and potentially increased financing needs), increased regulatory oversight, and lower customer satisfaction. Where recovery of costs to restore service and repair damaged equipment and facilities is available, any determination by the regulator not to permit timely and full recovery of the costs incurred could have a material adverse effect on our businesses, financial condition, results of operations and prospects.
To
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Item 1B. UNRESOLVED STAFF COMMENTS
PSEG and PSE&G
None.
Item 1C. CYBERSECURITY
To reduce the likelihood and severity of cybersecurity incidents, we maintain a comprehensive cybersecurity program designed to protect and preserve the confidentiality, integrity, and availability of our technology systems and business operations. For a discussion of cybersecurity risks, see Item 1A. Risk Factors.
Risk Management and Strategy
Our processes for assessing, identifying, and managing material risks from cybersecurity threats include:
**Ongoing Assessment—**Cybersecurity, led by the VP, Chief Information Security Officer (CISO), reporting to the SVP, Chief Information and Digital Officer (CIDO), is staffed with cyber professionals who assess material risks from cybersecurity threats. In addition, the Cybersecurity Council, comprised of senior management, is kept apprised of PSEG’s cybersecurity program, including any emerging risks, and provides guidance on the strategic direction of the program.
**Engagement of Nth Parties—**We engage Nth parties (third parties and other business relationships, including fourth parties, etc.), such as cybersecurity service providers, risk management firms, and external legal counsel, to assess
material risks from cybersecurity threats, assess our internal incident response preparedness and cyber posture, support incident response, conduct tabletop exercises, and comply with applicable laws and regulations. We also carry cybersecurity insurance that provides certain protection against losses from a cybersecurity incident. Regulatory agencies, including, but not limited to, the NRC, Transportation Security Administration (TSA), and NERC, inspect applicable components of our cybersecurity program.
**Nth-Party Service Provider Management—**We maintain processes to oversee and identify risks from cybersecurity threats associated with our use of Nth-party service providers, including a risk-based vendor management program, which incorporates cybersecurity contractual provisions, vendor security assessments and, if appropriate, periodic audits.
**Technical Safeguards—**We manage controls to protect our network perimeter, internal IT, and Operational Technology (OT) environments, including internal and external firewalls, network intrusion detection and prevention tools, penetration testing, vulnerability assessments, threat intelligence, endpoint security, and access controls.
**Training and Awareness—**We provide mandatory annual cybersecurity training to all personnel with network access, and additional education to personnel with access to industrial control systems and/or customer information systems. We conduct phishing exercises with progressive consequences for failures. We also share periodic cybersecurity awareness messages and each year, in recognition of Cybersecurity Awareness Month, we host presentations from internal and external cyber experts on diverse cyber topics. These efforts better enable those with network access to identify potential cybersecurity risks and escalate them appropriately.
**Incident Response Plans—**We maintain and periodically update a cyber incident response plan that covers technical (i.e., detection, response, and recovery) and collaborative (i.e. external communication/disclosure and legal compliance) aspects of cyber incident and breach response; and conduct tabletop exercises to test plan effectiveness (both internally and through external exercises).
Mobile Security—We maintain controls to prevent loss of data through mobile devices.
**Artificial Intelligence Security—**We maintain AI governance, including policies and a council, incorporating AI into our Nth Party Risk Assessment process, and implementing technical controls that enable people to use AI to complete tasks more efficiently and our cyber team to better combat more sophisticated threats that make use of AI.
Physical Security—We maintain physical security measures to protect our OT systems, consistent with a defense in-depth and risk-tiered approach. Physical security measures may include access control systems, video surveillance, around-the-clock command center monitoring, and physical barriers (e.g. fencing, walls, and bollards). Additional features of PSEG’s physical security program include threat intelligence, insider threat mitigation, background checks, a threat level advisory system, a business interruption management model, and active coordination with federal, state, and local law enforcement officials. See Item 1. Business. Regulatory Issues—Federal Regulation for a discussion of Critical Infrastructure Protection standards that the NERC promulgated that mitigate risk associated with both cybersecurity and physical security of PSEG’s critical facilities.
These processes are integral to our overall risk management system/processes and inform the identification and assessment of risks and mitigations through our Enterprise Risk Management (ERM) program. The ERM team, led by the SVP, Audit, Enterprise, Risk and Compliance (AERC) considers cybersecurity risks alongside other PSEG risks, and facilitates discussion with PSEG subject matter experts to identify cybersecurity risks, evaluate their potential severity and likelihood, identify mitigations, including those identified above, and assess the impact of those mitigations on residual risk. In addition, PSEG maintains a Risk Management Committee (RMC), responsible for assessing exposure to and determining PSEG's overall risk management strategy, including with respect to cybersecurity. The RMC, supported by the ERM function, is chaired by the SVP, AERC and consists of members of senior management including the CIDO and six of the CEO’s other direct reports. In discharging its responsibilities related to cybersecurity threats, the RMC has received presentations from the CISO. To date, there has been no material impact or reasonably likely material impact on our business strategy, results of operations or financial condition from cybersecurity attacks or incidents.
Governance
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PSEG Board of Directors (Board) Oversight of Risks from Cybersecurity Threats:
PSEG Board—The PSEG Board has ultimate responsibility for the oversight of risk management at PSEG, overseeing PSEG’s risk management program and reviewing the most significant risks facing PSEG, including
cybersecurity risks. The Governance, Nominating and Sustainability Committee of the PSEG Board reviews key enterprise risks, including cybersecurity risks, and recommends to the Board the mapping of each risk to an appropriate committee or the full Board, in accordance with the allocation of risk categories reflected in the charter of each committee. Through this process, cybersecurity risks are mapped primarily to the Board’s Industrial Operations Committee (IOC), and also the Audit Committee. In providing oversight of risks from cybersecurity threats, the Board is informed of cybersecurity incidents as appropriate, by way of updates from Senior Management, pursuant to PSEG’s Cybersecurity Incident Response Plan, as administered by the CISO.
IOC—At the PSEG Board level, the IOC holds the primary responsibility, as enumerated in its charter, for overseeing PSEG’s cybersecurity program and assessing overall compliance through active, independent and critical oversight. The IOC is informed of cybersecurity risks by the CIDO and/or the CISO, during the IOC’s four regularly scheduled meetings per year, which each include cybersecurity as a standing agenda item. Cybersecurity updates to the IOC include discussions on OT and IT cyber risks, cybersecurity updates from the CISO and/or CIDO, and reviews of a corporate cybersecurity scorecard and other performance indicators. The CIDO and CISO regularly attend IOC meetings. In addition, the IOC meets with the CISO in executive session with no other members of management present. To ensure the full Board is kept informed about the cybersecurity risks discussed at the IOC meetings, the cybersecurity materials provided to the IOC are available for full viewing by all members of the Board, members of the Board who are not IOC members have a courtesy invitation to each IOC meeting, and the Chair of the IOC provides a summary of IOC meetings to the full Board, typically the day after the meeting takes place.
Audit Committee—The Audit Committee is responsible for overseeing cybersecurity risks related to financial reporting and internal controls. The Audit Committee receives an annual cybersecurity update from the CISO, either with the full Board or the IOC in attendance. Audit Committee members have an invitation to all IOC meetings, have full access to IOC meeting materials, and receive the summary of IOC meetings from the IOC Chair as noted above.
Governance, Nominating and Sustainability Committee and Audit Committee—These committees are briefed at least annually on enterprise-level risks and emerging risks, including those related to cybersecurity, and receive regular updates on PSEG RMC activities, including those related to cybersecurity.
Board of Directors, IOC, and Audit Committee—In providing oversight of risks from cybersecurity threats, the Board, IOC, and Audit Committee are informed of cybersecurity risks through frequent reports on such topics as personnel and resources to monitor and address cybersecurity threats, technological advances in cybersecurity protection, rapidly evolving cybersecurity threats that may affect us and our industry, cybersecurity incident response and applicable cybersecurity laws, regulations and standards, as well as collaboration mechanisms with intelligence and enforcement agencies and industry groups to assure timely threat awareness and response coordination. In addition, risks associated with cybersecurity incidents, or potential incidents, are escalated by senior management promptly to the Board outside of regularly scheduled meetings, if appropriate.
–
Management’s Role in Assessing and Managing Material Cybersecurity Risks:
The assessment and management of material risks from cyber threats is managed by the CIDO, CISO and Cybersecurity Council, as further described below.
CIDO—The CIDO has had the overall responsibility for PSEG’s cybersecurity since September 2022, including the assessment and management of material risks to PSEG from cybersecurity threats. The CIDO has served in that position since August 2020 and is a direct report to the CEO. The CIDO has over 25 years of energy experience inclusive of leading technology compliance with cybersecurity regulations for nuclear, transmission, gas and corporate assets. Our CIDO’s experience includes leading the secure technology design, development, and deployment strategy for grid modernization efforts, including digital customer engagement platforms, advanced metering, enterprise asset management and distribution automation functionality.
As noted above, the CIDO regularly attends and provides updates with the CISO to the IOC.
The CIDO remains informed about the monitoring, prevention, detection, mitigation, and remediation of cybersecurity incidents through the CISO and other members of the cybersecurity team, who are tasked with these responsibilities on a day-to-day basis.
CISO—The CISO has day-to-day responsibility for PSEG’s cybersecurity, including the assessment and management of material risks to PSEG from cybersecurity threats, and leads the cybersecurity team. The CISO served in this role since July 2024. Our CISO has over 24 years of experience in cybersecurity and served as a VP, CISO in the manufacturing/chemicals sector prior to joining PSEG. Our CISO started her career at the Department of Defense and led cyber teams in the financial and retail sectors. Our CISO holds an MBA in strategy, an MSE in Computer Science, a BS in Computer Science, and multiple cybersecurity certifications, including Certified Information Systems Security Professional.
As noted above, the CISO provides cybersecurity updates during the four regularly scheduled IOC meetings and regularly meets with the IOC, without other members of management present, during executive sessions. The CISO remains informed about the monitoring, prevention, detection, mitigation, and remediation of cybersecurity incidents through the members of the CISO’s cybersecurity team, who are tasked with these responsibilities on a day-to-day basis.
Cybersecurity Council—The Cybersecurity Council, chaired by the CISO, ensures that senior management, and ultimately, the Board, are given the information required to exercise proper oversight over cybersecurity risks and that escalation procedures are followed. The Cybersecurity Council meets at least six times annually to receive reports on the state of PSEG’s cybersecurity program, provide guidance on the strategic direction of the program, discuss emerging cybersecurity issues, and review the cybersecurity scorecard to measure performance of key risk indicators. The Cybersecurity Council receives presentations from the CISO, members of the Cybersecurity team, other IT domain experts, cybersecurity managing counsel and external cybersecurity experts, and participates in tabletop exercises. In addition to the CISO, the Cybersecurity Council members include the: (i) SVP, CIDO; (ii) EVP, General Counsel; (iii) EVP, CFO; (iv) President and COO of PSE&G; (v) President of PSEG Nuclear and Chief Nuclear Officer; (vi) SVP, Corporate Citizenship; (vii) SVP, Chief Administrative Officer and Chief Human Resources Officer; (viii) VP, Corporate Security and Properties; (ix) SVP, AERC; (x) President and COO of PSEG LI; (xi) SVP, Chief Commercial Officer and Strategic Partnerships; and (xii) Vice President, Controller. PSEG’s cybersecurity counsel is also a regular attendee at Cybersecurity Council meetings. In providing oversight of risks from cybersecurity threats, Senior Management is informed of cybersecurity risks through updates shared during Cybersecurity Council meetings and through notifications or updates by the CISO, pursuant to PSEG’s Cybersecurity Incident Response Plan.
For a discussion of regulatory requirements relating to cybersecurity matters, see Item 1. Business—Regulatory Issues.
Item 2. PROPERTIES
All of our owned physical property is held by our subsidiaries. We believe that we and our subsidiaries maintain adequate insurance coverage against loss or damage to plants and properties, subject to certain exceptions and deductibles, to the extent such property is usually insured and insurance is available at a reasonable cost. For a discussion of nuclear insurance, see Item 8. Note 12. Commitments and Contingent Liabilities.
PSE&G
Primarily all of PSE&G’s property is located in New Jersey and PSE&G’s First and Refunding Mortgage, which secures the bonds issued thereunder, constitutes a direct first mortgage lien on substantially all of PSE&G’s property. PSE&G’s electric lines and gas mains are located over or under public highways, streets, alleys or lands, except where they are located over or under property owned by PSE&G or occupied by it under easements or other rights. PSE&G deems these easements and other rights to be adequate for the purposes for which they are being used.
Electric Property and Facilities
As of December 31, 2025, PSE&G’s electric T&D system included approximately 25,000 circuit miles and 871,000 poles, of which 64% are jointly-owned. In addition, PSE&G owns and operates 58 switching stations with an aggregate installed capacity of approximately 40,000 megavolt-amperes (MVA) and 238 substations with an aggregate installed capacity of approximately 10,890 MVA. In addition, PSE&G owns four electric distribution headquarters and five electric sub-headquarters.
Gas Property and Facilities
As of December 31, 2025, PSE&G’s gas system included approximately 18,000 miles of gas mains, 12 gas distribution headquarters, two sub-headquarters, and two meter shops serving all of its gas territory in New Jersey. In addition, PSE&G operates 54 natural gas metering and regulating stations, of which 25 are located on land owned by customers or natural gas pipeline suppliers and are operated under lease, easement or other similar arrangement. In some instances, the pipeline companies own portions of the metering and regulating facilities. PSE&G also owns one liquefied natural gas and three liquid petroleum air gas peaking facilities. The daily gas capacity of these peaking facilities (the maximum daily gas delivery available during the three peak winter months) is approximately 2.9 million therms in the aggregate.
Solar
As of December 31, 2025, PSE&G owned 158 MW dc of installed PV solar capacity throughout New Jersey.
PSEG Power
Generation Facilities
As of December 31, 2025, PSEG Power’s share of installed nuclear generating capacity is shown in the following table:
| Name | Location | Total Capacity (MW) | % Owned | Owned Capacity (MW) | ||||||||||||
| Nuclear: | ||||||||||||||||
| Hope Creek | NJ | 1,174 | 100 | % | 1,174 | |||||||||||
| Salem 1 & 2 | NJ | 2,280 | 57 | % | 1,309 | |||||||||||
| Peach Bottom 2 & 3 (A) | PA | 2,549 | 50 | % | 1,275 | |||||||||||
| Total Nuclear | 6,003 | 3,758 | ||||||||||||||
(A)
Operated by Constellation Energy Generation, LLC.
Item 3. LEGAL PROCEEDINGS
We are party to various lawsuits and environmental and regulatory matters, including in the ordinary course of business. For information regarding material legal proceedings, see Item 1. Business—Regulatory Issues and Environmental Matters and Item 8. Note 12. Commitments and Contingent Liabilities.
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
PA****RT II
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is listed on the New York Stock Exchange, Inc. under the trading symbol “PEG.” As of February 20, 2026, there were 43,642 registered holders.
The following graph shows a comparison of the five-year cumulative return assuming $100 invested on December 31, 2020 in our common stock and the subsequent reinvestment of quarterly dividends, the S&P Composite Stock Price Index, the Dow Jones Utilities Index and the S&P Electric Utilities Index.
| 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | |||||||||||||||||||||
| PSEG | $ | 100.00 | $ | 118.33 | $ | 112.30 | $ | 116.36 | $ | 165.95 | $ | 162.80 | ||||||||||||||
| S&P 500 | $ | 100.00 | $ | 128.68 | $ | 105.36 | $ | 133.03 | $ | 166.28 | $ | 195.98 | ||||||||||||||
| DJ Utilities | $ | 100.00 | $ | 117.01 | $ | 118.96 | $ | 112.19 | $ | 129.21 | $ | 144.69 | ||||||||||||||
| S&P Utilities | $ | 100.00 | $ | 117.67 | $ | 119.51 | $ | 111.05 | $ | 137.07 | $ | 159.06 | ||||||||||||||

On February 24, 2026, our Board of Directors approved a $0.67 per share common stock dividend for the first quarter of 2026. This reflects an indicative annual dividend rate of $2.68 per share. We expect to continue to pay cash dividends on our common stock; however, the declaration and payment of future dividends to holders of our common stock will be at the discretion of the Board of Directors and will depend upon many factors, including our financial condition, earnings, capital requirements of our businesses, alternate investment opportunities, legal requirements, regulatory constraints, industry practice and other factors that the Board of Directors deems relevant.
The following table indicates the securities authorized for issuance under equity compensation plans as of December 31, 2025:
| Plan Category | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (a) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in column (a)) (c) | |||||||||||
| Equity Compensation Plans Approved by Security Holders | — | $ | — | 5,937,370 | ||||||||||
| Equity Compensation Plans Not Approved by Security Holders | — | — | — | |||||||||||
| Total | — | $ | — | 5,937,370 | ||||||||||
The number of shares available for future issuance includes amounts remaining under our 2021 Long-Term Incentive Plan (2021 LTIP) and 2021 Equity Compensation Plan for Outside Directors and the Employee Stock Purchase Plan and reflect a reduction for non-vested restricted stock units and performance share units (PSUs) (assumed at target payout). The number of shares available for future issuance may be increased or decreased depending on actual payouts for the PSUs based on achievement of targets and is increased by the number of shares that are forfeited, canceled or otherwise terminated without the issuance of shares. For additional discussion of specific plans concerning equity-based compensation, see Item 8. Note 17. Stock Based Compensation.
From time to time, PSEG may repurchase shares to satisfy obligations under equity compensation awards and repurchase shares to satisfy purchases by employees under the Employee Stock Purchase Plan (ESPP). In November 2025, we entered into a share repurchase plan that complies with Rule 10b5-1 of the Exchange Act, solely with respect to the repurchase of shares to satisfy obligations under equity compensation awards and the repurchase of shares to satisfy purchases by employees under the ESPP. The following table indicates our common share repurchases in the open market during the fourth quarter of 2025 to satisfy obligations under equity compensation awards that were issued in 2025 and purchases by employees under the ESPP during 2025.
| Three Months Ended December 31, 2025 | Total Number of Shares Purchased | Average Price Paid per Share | ||||
| October 1 - October 31 | — | — | ||||
| November 1 - November 30 | — | — | ||||
| December 1 - December 31 | 850,000 | $79.50 | ||||
There are 865,000 additional shares that remain available to be repurchased under the plan to satisfy obligations under equity compensation awards anticipated to be issued in 2026 and purchases anticipated by employees under the ESPP during 2026. The plan expires on the earlier of the completion of all trades under the plan, April 30, 2026, or the occurrence of such other termination events as specified in the plan, including but not limited to termination of the plan.
PSE&G
We own all of the common stock of PSE&G. For additional information regarding PSE&G’s ability to continue to pay dividends, see Item 7. MD&A—Liquidity and Capital Resources.
Item 6. [RESERVED]
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)
This combined MD&A is separately filed by Public Service Enterprise Group Incorporated (PSEG) and Public Service Electric and Gas Company (PSE&G). Information contained herein relating to any individual company is filed by such company on its own behalf.
PSEG’s business consists of two reportable segments, PSE&G and PSEG Power LLC (PSEG Power) & Other, primarily comprised of our principal direct wholly owned subsidiaries, which are:
PSE&G—which is a public utility engaged principally in the transmission of electricity and distribution of electricity and natural gas in certain areas of New Jersey. PSE&G is subject to regulation by the New Jersey Board of Public Utilities (BPU), the Federal Energy Regulatory Commission (FERC), and other federal and New Jersey state regulators. PSE&G also invests in regulated solar generation projects and regulated energy efficiency (EE) and related programs in New Jersey, which are regulated by the BPU, and
PSEG Power—which is an energy supply company that consists of the operations of merchant nuclear generating assets and fuel supply functions engaged in competitive energy sales via its principal direct wholly owned subsidiaries. PSEG Power’s subsidiaries are subject to regulation by FERC, the Nuclear Regulatory Commission (NRC) and other federal regulators and state regulators in the states in which they operate.
The PSEG Power & Other reportable segment also includes amounts related to the parent company as well as PSEG’s other direct wholly owned subsidiaries, which are: PSEG Long Island LLC (PSEG LI), which operates the Long Island Power Authority’s (LIPA) transmission and distribution (T&D) system under an Operations Services Agreement (OSA); PSEG Energy Holdings L.L.C. (Energy Holdings), which primarily holds legacy lease investments and competitively bid, FERC regulated transmission; and PSEG Services Corporation (Services), which provides certain management, administrative and general services to PSEG and its subsidiaries at cost.
Our business discussion in Item 1. Business provides a review of the regions and markets where we operate and compete, as well as our strategy for conducting our businesses within these markets, focusing on operational excellence, financial strength and making disciplined investments. Our risk factor discussion in Item 1A. Risk Factors provides information about factors that could have a material adverse impact on our businesses. The following discussion provides an overview of the significant events and business developments that have occurred during 2025 and key factors that we expect may drive our future performance. This discussion refers to the Consolidated Financial Statements (Statements) and the related Notes to the Consolidated Financial Statements (Notes). This discussion should be read in conjunction with such Statements and Notes.
EXECUTIVE OVERVIEW OF 2****025 AND FUTURE OUTLOOK
We are a public utility holding company that, acting through our wholly owned subsidiaries, is a predominantly regulated electric and gas utility and a nuclear generation business. Our business plan focuses on achieving growth by allocating capital primarily toward regulated investments in an effort to continue to improve the sustainability and predictability of our business and realizing the value of the consistent and reliable carbon-free generation from our nuclear units. We are focused on investing to meet growing energy demand, modernize our energy infrastructure, improve reliability and resilience, increase EE to meet customer expectations and be well aligned with public policy objectives. With these investments and higher working capital recovery approved in the distribution rate case, our regulated rate base increased from approximately $34 billion as of December 31, 2024 to approximately $36 billion as of December 31, 2025. In addition, our nuclear facilities retain the downside price protection of a production tax credit (PTC) from 2024 through 2032.
For the years 2026-2030, our regulated capital investment program is estimated to be in a range of $22.5 billion to $25.5 billion. We expect these capital investments to result in a compound annual growth rate in our regulated rate base in a range of 6.0% to 7.5% from year-end 2025 to year-end 2030. The regulated capital investments represent the majority of PSEG’s total capital investment program of $24 billion to $28 billion. The low end of the range includes an extension of our Gas System Modernization Program (GSMP) and Clean Energy Future (CEF)-EE program, as these programs are expected to continue beyond their currently approved timeframes. The upper end of our capital investment range includes potential incremental investments to address continued demand growth and other investments to meet infrastructure needs and support New Jersey's clean energy goals.
PSE&G
At PSE&G, our focus is on investing capital in T&D infrastructure and clean energy programs to meet growing demand, enhance the reliability and resiliency of our T&D system, meet customer expectations and support public policy objectives.
In October 2024, the BPU approved our CEF-EE II filing authorizing approximately $2.9 billion for energy efficiency projects committed between January 1, 2025 through June 30, 2027, and completed over an expected six-year period. The Order approved a program investment budget of approximately $1.9 billion, net of administrative expenses, and approximately $1 billion to continue our customer on-bill repayment program. This EE filing is a significant increase from our prior filings, driven by an increase in the savings targets required under the BPU Energy Efficiency Framework and higher costs to achieve those targeted savings.
Our GSMP II program extension provided for main replacement through December 2025 plus trailing services replacement and paving costs into 2026 totaling approximately $900 million of investment. Of the $900 million, $750 million is recovered through three periodic rate adjustments with the balance recovered through a future base rate case. In November 2025, the BPU issued an Order approving PSE&G’s GSMP III program, authorizing $1.05 billion of capital investment to replace 525 miles of high pressure cast iron gas mains and unprotected steel mains, with cost recovery through three periodic rate adjustments as portions of the investment are put into service. In that Order, the BPU also authorized $360 million of investment to replace an additional 75 miles of gas main, with cost recovery to be requested in a future base rate case. Investment under the GSMP III program will begin in 2026 and continue through December 2028 plus trailing services replacement and paving costs into 2029.
In October 2024, the BPU issued an Order approving the settlement of PSE&G's distribution rate case with new rates effective October 15, 2024. The Order provided for a $17.8 billion rate base, a 9.6% return on equity for PSE&G’s distribution business and a 55% equity component of its capitalization structure. In addition, the Order approved mechanisms beginning January 1, 2025 associated with the recovery of future storm costs as well as the recovery of annual pension and OPEB expenses.
PSEG Power
At PSEG Power, we seek to produce low-cost electricity by efficiently operating our nuclear generation assets, mitigate earnings volatility through hedging and the PTC mechanism, and support public policies that preserve these existing carbon-free base load nuclear generating plants. During 2025, our nuclear units generated approximately 30.9 terawatt hours and operated at a capacity factor of 91.2%. Effective April 2025, PSEG Power revised the estimated useful lives for the Salem 1, Salem 2 and Hope Creek nuclear plants due to our expectation that a 20-year license extension will be approved for these facilities. In October 2025, we completed work to extend the refueli
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Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The risk inherent in our market-risk sensitive instruments and positions is the potential loss arising from adverse changes in commodity prices, equity security prices and interest rates as discussed in the Notes to Consolidated Financial Statements. It is our policy to use derivatives to manage risk consistent with business plans and prudent practices. We have a Risk Management Committee comprised of executive officers who utilize a risk oversight function to ensure compliance with our corporate policies and risk management practices.
Additionally, we are exposed to counterparty credit losses in the event of non-performance or non-payment. We have a credit management process, which is used to assess, monitor and mitigate counterparty exposure. In the event of non-performance or non-payment by a major counterparty, there may be a material adverse impact on our financial condition, results of operations or net cash flows.
Commodity Contracts
The availability and price of energy-related commodities are subject to fluctuations from factors such as weather, environmental policies, changes in supply and demand, state and federal regulatory policies, market rules and other events. To reduce price risk caused by market fluctuations, we enter into supply contracts and derivative contracts, including forwards, futures, swaps, and options with approved counterparties. These contracts, in conjunction with physical sales and other services, help reduce risk and optimize the value of owned electric generation capacity.
Value-at-Risk (VaR) Models
VaR represents the potential losses, under normal market conditions, for instruments or portfolios due to changes in market factors, for a specified time period and confidence level. We estimate VaR across our commodity businesses.
MTM VaR consists of MTM derivatives that are economic hedges. The calculation does not include market risks associated with activities that are subject to accrual accounting, primarily our generating facilities and some load-serving activities.
The VaR models used are variance/covariance models adjusted for the change of positions with 95% and 99.5% confidence levels and a one-day holding period for the MTM activities. The models assume no new positions throughout the holding periods; however, we actively manage our portfolio.
| MTM VaR | ||||||||||
| Years Ended December 31, | ||||||||||
| 2025 | 2024 | |||||||||
| Millions | ||||||||||
| 95% Confidence Level, Loss could exceed VaR one day in 20 days | ||||||||||
| Period End | $ | 63 | $ | 36 | ||||||
| Average for the Period | $ | 41 | $ | 44 | ||||||
| High | $ | 71 | $ | 152 | ||||||
| Low | $ | 17 | $ | 25 | ||||||
| 99.5% Confidence Level, Loss could exceed VaR one day in 200 days | ||||||||||
| Period End | $ | 99 | $ | 57 | ||||||
| Average for the Period | $ | 64 | $ | 69 | ||||||
| High | $ | 111 | $ | 238 | ||||||
| Low | $ | 27 | $ | 39 | ||||||
See Item 8. Note 15. Financial Risk Management Activities for a discussion of credit risk.
Interest Rates
PSEG, PSE&G and PSEG Power are subject to the risk of fluctuating interest rates in the normal course of business. Exposure to this risk is managed by targeting a balanced debt maturity profile which limits refinancing in any given period or interest rate environment. PSEG, PSE&G and PSEG Power may also use a mix of fixed and floating rate debt and interest rate hedges.
As of December 31, 2025, a hypothetical 10% increase in market interest rates would result in an additional $1 million in pre-tax annual interest costs related to either the current or the long-term portion of long-term debt, and term loan agreements.
Debt and Equity Securities
As of December 31, 2025, we had $4.8 billion of net assets in trust for our pension and OPEB plans. Although fluctuations in market prices of securities within this portfolio do not directly affect our earnings in the current period, changes in the value of these investments could affect
our future contributions to these plans,
our financial position if our accumulated benefit obligation under our pension plans exceeds the fair value of the pension trust funds, and
future earnings, as we could be required to adjust pension expense and the assumed rate of return.
The NDT Fund is comprised primarily of fixed income and equity securities. As of December 31, 2025, the portfolio included $1.5 billion of equity securities inclusive of $0.3 billion of investments in listed real assets, and $1.4 billion in fixed income securities. The fair market value of the assets in the NDT Fund will fluctuate primarily depending upon the performance of equity markets. As of December 31, 2025, a hypothetical 10% change in the equity market would impact the value of the equity securities in the NDT Fund by approximately $155 million.
We use duration to measure the interest rate sensitivity of the fixed income portfolio. Duration is a summary statistic of the effective average maturity of the fixed income portfolio. The benchmark for the fixed income component of the NDT Fund currently has a duration of 5.98 years and a yield of 4.32%. The portfolio’s value will appreciate or depreciate by the duration with a 1% change in interest rates. As of December 31, 2025, a hypothetical 1% increase in interest rates would result in a decline in the market value for the fixed income portfolio of approximately $81 million.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
This combined Form 10-K is separately filed by PSEG and PSE&G. Information contained herein relating to any individual company is filed by such company on its own behalf. PSE&G makes representations only as to itself and makes no representations as to any other company.
REPORT OF INDEPENDENT REGISTE****RED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Public Service Enterprise Group Incorporated
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Public Service Enterprise Group Incorporated and subsidiaries (the “Company” or “PSEG”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes and the consolidated financial statement schedule listed in the Index at Item 15(B)(a) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 26, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Accounting for the Effects of Regulation – Refer to Notes 1 and 5 to the financial statements
Critical Audit Matter Description
PSEG’s subsidiary, Public Service Electric and Gas Company (PSE&G), prepares its financial statements to comply with GAAP for rate-regulated enterprises, which differs in some respects from accounting for non-regulated businesses. Management believes that PSE&G’s transmission and distribution businesses continue to meet the accounting requirements for rate-regulated entities, and PSE&G’s financial statements reflect the economic effects of regulation. PSE&G has deferred certain costs based on rate orders issued by the New Jersey Board of Public Utilities (“BPU”) or Federal Energy Regulatory Commission (“FERC”) or based on PSE&G’s experience with prior rate proceedings.
PSE&G defers the recognition of costs as a regulatory asset or records the recognition of obligations as a regulatory liability if it is probable that, through the rate-making process, there will be a corresponding increase or decrease in future rates. This accounting results in the recognition of revenues and expenses in different time periods than that of enterprises that are not regulated. Regulatory assets and other investments and costs incurred under various infrastructure filings and clause mechanisms are subject to prudence reviews and can be disallowed in the future by regulatory authorities. To the extent that collection of any infrastructure or clause mechanism revenue, regulatory assets or payments of regulatory liabilities is no longer probable, the amounts would be charged or credited to income.
We identified the accounting for the effects of rate regulation as a critical audit matter due to the significant judgments made by management in assessing the probable recovery of regulatory assets and incurred costs or the likelihood of refunds of regulatory liabilities. Auditing these judgments required specialized knowledge of accounting for rate regulation and the ratemaking process due to its inherent complexities.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures to evaluate the accounting for the effects of cost-based rate regulation, including the probable recovery or refund of regulatory assets and liabilities, included the following, among others:
We tested the effectiveness of management's controls over the evaluation of the likelihood of (1) the recovery in future rates of costs deferred as regulatory assets, and (2) a refund or a future reduction in rates that should be reported as regulatory liabilities. We tested the effectiveness of management's controls over the initial recognition of amounts as regulatory assets or liabilities and the monitoring and evaluation of regulatory developments that may affect the likelihood of recovering costs in future rates or of a future reduction in rates.
We obtained and read relevant regulatory orders issued by the BPU and FERC for PSE&G and other publicly available information to assess the likelihood of recovery in future rates or of a future reduction in rates based on precedents of the treatment of similar costs under similar circumstances. We evaluated the external information and compared it to management’s recorded regulatory asset and liability balances for completeness.
For regulatory matters in process, we inspected associated documents and testimony filed with the BPU or FERC for any evidence that might contradict management's assertions.
We evaluated the financial statement presentation and disclosures related to the impacts of cost-based rate-regulation, including the balances recorded and regulatory developments.
| /s/ Deloitte & Touche LLP |
| Morristown, New Jersey |
| February 26, 2026 |
| We have served as the Company’s auditor since 1934. |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Sole Stockholder of
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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
Item 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
PSEG and PSE&G
We have established and maintain disclosure controls and procedures as defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to provide reasonable assurance that information required to be disclosed in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported and is accumulated and communicated to the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of each respective company, as appropriate, by others within the entities to allow timely decisions regarding required disclosure. We have established a disclosure committee which includes several key management employees and which reports directly to the CFO and CEO of each of PSEG and PSE&G. The committee monitors and evaluates the effectiveness of these disclosure controls and procedures. The CFO and CEO of each of PSEG and PSE&G have evaluated the effectiveness of the disclosure controls and procedures and, based on this evaluation, have concluded that disclosure controls and procedures at each respective company were effective at a reasonable assurance level as of the end of the period covered by the report.
Internal Controls
PSEG and PSE&G
We have conducted assessments of our internal control over financial reporting as of December 31, 2025, as required by Section 404 of the Sarbanes-Oxley Act, using the framework promulgated by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as “COSO.” Managements’ reports on PSEG’s and PSE&G’s internal control over financial reporting are included on pages 160 and 161, respectively. The Independent Registered Public Accounting Firm’s report with respect to the effectiveness of PSEG’s internal control over financial reporting is included on page 162. Management has concluded that internal control over financial reporting is effective as of December 31, 2025.
We continually review our disclosure controls and procedures and make changes, as necessary, to ensure the quality of our financial reporting. There have been no changes in internal control over financial reporting that occurred during the fourth quarter of 2025 that have materially affected, or are reasonably likely to materially affect, each registrant’s internal control over financial reporting.
Item 9B. OTHER INFORMATION
Director and Officer Rule 10b5-1 and non-Rule 10b5-1 Trading Plans
During the three months ended December 31, 2025, certain of our officers and directors adopted, terminated or modified trading plans for the sale of PSEG common stock which are intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act, as shown in the following table:
| Name and Title | Action | Date | Aggregate Number of Shares to be Sold or Purchased | Expiration (A) | ||||||
| Ralph A. LaRossa | Adoption | November 12, 2025 | Sell 37,500 shares | August 31, 2027 | ||||||
| Chair of the Board, President and Chief Executive Officer | ||||||||||
(A) Expires on the date shown or such earlier date upon the completion of all trades under the plan or the occurrence of such other termination events as specified in the plan, including but not limited to termination of the plan.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
MANAGEMENT REPORT ON INTERNAL CONTROL OVER
FINANCIAL REPORTING—PSEG
Management of Public Service Enterprise Group Incorporated (PSEG) is responsible for establishing and maintaining effective internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. As defined by the SEC in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and implemented by the company’s management and other personnel, with oversight by the Audit Committee of the Board of Directors to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (generally accepted accounting principles).
PSEG’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of PSEG’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of PSEG are being made only in accordance with authorizations of PSEG’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of PSEG’s assets that could have a material effect on the financial statements.
In connection with the preparation of PSEG’s annual financial statements, management of PSEG has undertaken an assessment, which includes the design and operational effectiveness of PSEG’s internal control over financial reporting based on criteria established in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as “COSO”. The COSO framework is based upon five integrated components of control: control environment, risk assessment, control activities, information and communications and ongoing monitoring.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projection of any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Based on the assessment performed, management has concluded that PSEG’s internal control over financial reporting is effective and provides reasonable assurance regarding the reliability of PSEG’s financial reporting and the preparation of its financial statements as of December 31, 2025 in accordance with generally accepted accounting principles. Further, management has not identified any material weaknesses in internal control over financial reporting as of December 31, 2025.
PSEG’s external auditors, Deloitte & Touche LLP, have audited PSEG’s financial statements for the year ended December 31, 2025 included in this annual report on Form 10-K and, as part of that audit, have issued a report on the effectiveness of PSEG’s internal control over financial reporting, a copy of which is included in this annual report on Form 10-K.
| /s/ RALPH A. LAROSSA | |
| Chief Executive Officer | |
| /s/ DANIEL J. CREGG | |
| Chief Financial Officer | |
| February 26, 2026 |
MANAGEMENT REPORT ON INTERNAL CONTROL OVER
FINANCIAL REPORTING—PSE&G
Management of Public Service Electric and Gas Company (PSE&G) is responsible for establishing and maintaining effective internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. As defined by the SEC in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and implemented by the company’s management and other personnel, with oversight by the Audit Committee of the Board of Directors of its parent, Public Service Enterprise Group Incorporated, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (generally accepted accounting principles).
PSE&G’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of PSE&G’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of PSE&G are being made only in accordance with authorizations of PSE&G’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of PSE&G’s assets that could have a material effect on the financial statements.
In connection with the preparation of PSE&G’s annual financial statements, management of PSE&G has undertaken an assessment, which includes the design and operational effectiveness of PSE&G’s internal control over financial reporting based on criteria established in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as “COSO”. The COSO framework is based upon five integrated components of control: control environment, risk assessment, control activities, information and communications and ongoing monitoring.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projection of any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Based on the assessment performed, management has concluded that PSE&G’s internal control over financial reporting is effective and provides reasonable assurance regarding the reliability of PSE&G’s financial reporting and the preparation of its financial statements as of December 31, 2025 in accordance with generally accepted accounting principles. Further, management has not identified any material weaknesses in internal control over financial reporting as of December 31, 2025.
| /s/ RALPH A. LAROSSA | |
| Chief Executive Officer | |
| /s/ DANIEL J. CREGG | |
| Chief Financial Officer | |
| February 26, 2026 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Public Service Enterprise Group Incorporated
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Public Service Enterprise Group Incorporated and subsidiaries (the “Company” or “PSEG”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and the consolidated financial statement schedule listed in the Index at Item 15(B)(a) as of and for the year ended December 31, 2025, of the Company and our report dated February 26, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control Over Financial Reporting - PSEG. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Morristown, New Jersey
February 26, 2026
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Executive Officers
PSEG
The information required by Item 10 of Form 10-K with respect to executive officers is set forth in Part I. Information About Our Executive Officers (PSEG).
PSE&G
Omitted pursuant to conditions set forth in General Instruction I of Form 10-K.
Directors
PSEG
The information required by Item 10 of Form 10-K with respect to (i) present directors of PSEG who are nominees for election as directors at PSEG’s 2026 Annual Meeting of Stockholders, (ii) the director nomination process, and (iii) the composition of the Audit Committee of the Board, is set forth under the headings “Nominees For Director-Biographical Information,” “Overview of Board Nominees-Board Refreshment and Tenure,” and “-Board Membership Selection,” and “Corporate Governance-Board Committees,” respectively, in PSEG’s definitive Proxy Statement for such Annual Meeting of Stockholders, which definitive Proxy Statement is expected to be filed with the U.S. Securities and Exchange Commission (SEC) on or about March 12, 2026 and which information set forth under said heading is incorporated herein by this reference thereto.
PSE&G
Omitted pursuant to conditions set forth in General Instruction I of Form 10-K.
Standards of Conduct
Our Standards of Conduct (Standards) is a code of ethics applicable to us and our subsidiaries. The Standards are an integral part of our business conduct compliance program and embody our commitment to conduct operations in accordance with the highest legal and ethical standards. The Standards apply to all of our directors and employees (including PSE&G’s, PSEG Power’s, Energy Holdings’ and Services’ respective principal executive officer, principal financial officer, principal accounting officer or Controller and persons performing similar functions). Each such person is responsible for understanding and complying with the Standards. The Standards are posted on our website, https://corporate.pseg.com/aboutpseg/leadershipandgovernance/standardsofconduct.
The Standards establish a set of common expectations for behavior to which each employee must adhere in dealings with investors, customers, fellow employees, competitors, vendors, government officials, the media and all others who may associate their words and actions with us. The Standards have been developed to provide reasonable assurance that, in conducting our business, employees behave ethically and in accordance with the law and do not take advantage of investors, regulators or customers through manipulation, abuse of confidential information or misrepresentation of material facts.
To the extent required by applicable rules of the SEC and/or NYSE, we will post on our website, https://corporate.pseg.com/aboutpseg/leadershipandgovernance/standardsofconduct:
Any amendment that we adopt to our Standards; and
Any grant by us of a waiver from the Standards that applies to any director or executive officer.
Insider Trading Policies and Procedures
We have adopted insider trading policies and procedures governing transactions in securities of PSEG and its subsidiaries by us, our directors, officers and employees that are reasonably designed to promote compliance with insider trading laws, rules
and regulations, and any listing standards applicable to us. A copy of our insider trading policies and procedures is filed as Exhibit 19 as part of this Annual Report on Form 10-K and incorporated by reference herein.
Item 11. EXECUTIVE COMPENSATION
PSEG
The information required by Item 11 of Form 10-K is set forth in PSEG’s definitive Proxy Statement for the 2026 Annual Meeting of Stockholders which definitive Proxy Statement is expected to be filed with the SEC on or about March 12, 2026 and such information that is responsive to this Item 11, except for information set forth under the heading “Pay Versus Performance,” is incorporated herein by this reference thereto.
PSE&G
Omitted pursuant to conditions set forth in General Instruction I of Form 10-K.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
PSEG
The information required by Item 12 of Form 10-K with respect to directors, executive officers and certain beneficial owners is set forth under the heading “Security Ownership of Directors, Management and Certain Beneficial Owners” in PSEG’s definitive Proxy Statement for the 2026 Annual Meeting of Stockholders which definitive Proxy Statement is expected to be filed with the SEC on or about March 12, 2026 and such information set forth under such heading is incorporated herein by this reference thereto.
For information relating to securities authorized for issuance under equity compensation plans, see Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
PSE&G
Omitted pursuant to conditions set forth in General Instruction I of Form 10-K.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
PSEG
The information required by Item 13 of Form 10-K is set forth under the heading “Corporate Governance-Certain Relationships and Related Person Transactions” in PSEG’s definitive Proxy Statement for the 2026 Annual Meeting of Stockholders which definitive Proxy Statement is expected to be filed with the SEC on or about March 12, 2026 and such information set forth under such heading is incorporated herein by this reference thereto.
PSE&G
Omitted pursuant to conditions set forth in General Instruction I of Form 10-K.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by Item 14 of Form 10-K is set forth under the heading “Oversight of the Independent Auditor-Fees Billed by Deloitte for 2025 and 2024” in PSEG’s definitive Proxy Statement for the 2026 Annual Meeting of Stockholders which definitive Proxy Statement is expected to be filed with the SEC on or about March 12, 2026. Such information set forth under such heading is incorporated herein by this reference hereto.
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(A)
The following Financial Statements are filed as a part of this report:
a.
Public Service Enterprise Group Incorporated’s Consolidated Balance Sheets as of December 31, 2025 and 2024 and the related Consolidated Statements of Operations, Comprehensive Income, Cash Flows and Stockholders’ Equity for the three years ended December 31, 2025 on pages 70 through 75.
b.
Public Service Electric and Gas Company’s Consolidated Balance Sheets as of December 31, 2025 and 2024 and the related Consolidated Statements of Operations, Comprehensive Income, Cash Flows and Common Stockholder’s Equity for the three years ended December 31, 2025 on pages 76 through 81.
(B)
The following documents are filed as a part of this report:
a.
PSEG’s Financial Statement Schedules:
Schedule II—Valuation and Qualifying Accounts for each of the three years in the period ended December 31, 2025 (page 171).
b.
PSE&G’s Financial Statement Schedules:
Schedule II—Valuation and Qualifying Accounts for each of the three years in the period ended December 31, 2025 (page 171).
Schedules other than those listed above are omitted for the reason that they are not required or are not applicable, or the required information is shown in the consolidated financial statements or notes thereto.
(C)
The following documents are filed as part of this report:
(1)
Filed as Exhibit 3.1a with Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, File No. 001-09120, on May 4, 2007 and incorporated herein by this reference.
(2)
Filed as Exhibit 3.1b with Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, File No. 001-09120, on May 4, 2007 and incorporated herein by this reference.
(3)
Filed as Exhibit 3.1c with Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, File No. 001-09120, on May 4, 2007 and incorporated herein by this reference.
(4)
Filed as Exhibit 3.1 with Current Report on Form 8-K, File No. 001-09120, on February 17, 2023 and incorporated herein by this reference.
(5)
Filed as Exhibit 4(f) with Quarterly Report on Form 10-Q for the quarter ended March 31, 1998, File No. 001-09120, on May 13, 1998 and incorporated herein by this reference.
(6)
Filed as Exhibit 4(f) with Annual Report on Form 10-K for the year ended December 31, 1998, File No. 001-09120, on February 23, 1999 and incorporated herein by this reference
(7)
Filed as Exhibit 4c for PSEG with Annual Report on Form 10-K for the year ended December 31, 2019. File No. 001-09120, on February 26, 2020 and incorporated herein by this reference.
(8)
Filed as Exhibit 10.1 with Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, File No. 001-09120, on October 31, 2019 and incorporated herein by this reference.
(9)
Filed as Exhibit 10.2 with Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, File No. 001-09120, on October 31, 2019 and incorporated herein by this reference.
(10)
Filed as Exhibit 10a(3) with Annual Report on Form 10-K for the year ended December 31, 2020, File No. 001-09120, on March 1, 2021 and incorporated herein by this reference.
(11)
Filed as Exhibit 10a(4) with Annual Report on Form 10-K for the year ended December 31, 2018, File No. 001-09120 on February 27, 2019 and incorporated herein by this reference.
(12)
Filed as Exhibit 10a(17) with Annual Report on Form 10-K for the year ended December 31, 2002, File No. 001-09120, on February 26, 2003 and incorporated herein by this reference.
(13)
Filed as Exhibit 10a(20) with Annual Report on Form 10-K for the year ended December 31, 2002, File No. 001-09120, on February 26, 2003 and incorporated herein by this reference.
(14)
Filed as Exhibit 10 with Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, File No. 001-09120, on May 1, 2013 and incorporated herein by this reference.
(15)
Filed as Exhibit 10.1 with Current Report on Form 8-K, File No. 001-09120, on February 19, 2009 and incorporated herein by this reference.
(16)
Filed as Exhibit 10.1 with Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, File No. 001-09120, on November 4, 2024, and incorporated herein by this reference.
(17)
Filed as Exhibit 10a(11) with Annual Report on Form 10-K for the year ended December 31, 2024, File No. 001-09120 on February 25, 2025 and incorporated herein by this reference.
(18)
Filed as Exhibit 10a(20) with Annual Report on Form 10-K for the year ended December 31, 2017, File No. 001-09120 on February 26, 2018 and incorporated herein by this reference.
(19)
Filed as Exhibit 10.2 with Current Report on Form 8-K, File No. 001-09120, on April 19, 2022 and incorporated herein by this reference.
(20)
Filed as Exhibit 99.1 with Current Report on Form 8-K, File No. 001-09120, on April 22, 2021 and incorporated herein by this reference.
(21)
Filed as Exhibit 4.6 to Registration Statement on Form S-8, File No. 001-09120, on April 23, 2021 and incorporated herein by this reference.
(22)
Filed as Exhibit 10(4) with Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, File No. 001-09120, on August 9, 2021 and incorporated herein by this reference.
(23)
Filed as Exhibit 10.1 with Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, File No. 001-09120, on May 2, 2023 and incorporated herein by reference.
(24)
Filed as Exhibit 10 with Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, File No. 001-09120, on April 30, 2024 and incorporated herein by reference.
(25)
Filed as Exhibit 10.2 with Current Report on Form 8-K, File No. 001-09120, on November 19, 2024 and incorporated herein by this reference.
(26)
Filed as Exhibit 10a(21) with Annual Report on Form 10-K for the year ended December 31, 2023, File No. 001-09120 on February 26, 2024 and incorporated herein by this reference.
(27)
Filed as Exhibit 10a(24) with Annual Report on Form 10-K for the year ended December 31, 2023, File No. 001-09120 on February 26, 2024 and incorporated herein by this reference.
(28)
Filed as Exhibit 10.2 with Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, File No. 001-09120, on November 4, 2024, and incorporated herein by this reference.
(29)
Filed as Exhibit 19 with Annual Report on Form 10-K for the year ended December 31, 2024, File No. 001-09120 on February 25, 2025 and incorporated herein by this reference.
(30)
Filed as Exhibit 97 with Annual Report on Form 10-K for the year ended December 31, 2023, File No. 001-09120 on February 26, 2024 and incorporated herein by this reference.
(31)
Filed as Exhibit 3a(1) on Form 8-A, File No. 001-00973, on February 4, 1994 and incorporated herein by this reference.
(32)
Filed as Exhibit 3a(2) on Form 8-A, File No. 001-00973, on February 4, 1994 and incorporated herein by this reference.
(33)
Filed as Exhibit 3a(3) on Form 8-A, File No. 001-00973, on February 4, 1994 and incorporated herein by this reference.
(34)
Filed as Exhibit 3a(4) on Form 8-A, File No. 001-00973, on February 4, 1994 and incorporated herein by this reference.
(35)
Filed as Exhibit 3a(5) on Form 8-A, File No. 001-00973, on February 4, 1994 and incorporated herein by this reference.
(36)
Filed as Exhibit 3.3 with Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, File No. 001-00973, on May 4, 2007 and incorporated herein by this reference.
(37)
Filed as Exhibit 4b(1) with Annual Report on Form 10-K for the year ended December 31, 1980, File No. 001-00973, on February 18, 1981 and incorporated herein by this reference.
(38)
Filed as Exhibit 4b(3) with Annual Report on Form 10-K for the year ended December 31, 1980, File No. 001-00973, on February 18, 1981 and incorporated herein by this reference.
(39)
Filed as Exhibit 4b(4) with Annual Report on Form 10-K for the year ended December 31, 1980, File No. 001-00973, on February 18, 1981 and incorporated herein by this reference.
(40)
Filed as Exhibit 4(i) on Form 8-A, File No. 001-00973, on June 1, 1991 and incorporated herein by this reference.
(41)
Filed as Exhibit 4a(28) with Annual Report on Form 10-K for the year ended December 31, 2004, File No. 001-00973, on March 1, 2005 and incorporated herein by this reference.
(42)
Filed as Exhibit 4a(28) with Annual Report on Form 10-K for the year ended December 31, 2007, File No. 001-00973, on February 28, 2008 and incorporated herein by this reference.
(43)
Filed as Exhibit 4a(30) with Annual Report on Form 10-K for the year ended December 31, 2009, File No. 001-00973, on February 25, 2010 and incorporated herein by this reference.
(44)
Filed as Exhibit 4a(32) with Annual Report on Form 10-K for the year ended December 31, 2012, File No. 001-00973, on February 26, 2013, and incorporated herein by this reference.
(45)
Filed as Exhibit 4 with Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, File No. 001-00973, on July 30, 2013, and incorporated herein by this reference.
(46)
Filed as Exhibit 4a(22) with Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, File No. 001-09120, on October 30, 2014 and incorporated herein by this reference.
(47)
Filed as Exhibit 4a(23) with Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, File No. 001-09120, on July 31, 2015 and incorporated herein by this reference.
(48)
Filed as Exhibit 4a(14) with Annual Report on Form 10-K for the year ended December 31, 2016, File No. 001-00973, on February 27, 2017 and incorporated herein by this reference.
(49)
Filed as Exhibit 4a(15) with Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, File No. 001-00973, on April 30, 2018 and incorporated herein by this reference.
(50)
Filed as Exhibit 4a(15) with Annual Report on Form 10-K for the year ended December 31, 2019, File No. 001-09120, on February 26, 2020 and incorporated herein by this reference.
(51)
Filed as Exhibit 4a(15) with Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, File No. 001-09120, on May 3, 2022 and incorporated herein by reference.
(52)
Filed as Exhibit 4a(16) with Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, File No. 001-09120, on April 30, 2024 and incorporated herein by reference.
(53)
Filed as Exhibit 4b with Annual Report on Form 10-K for the year ended December 31, 2019, File No. 001-09120, on February 26, 2020 and incorporated herein by reference.
(54)
Filed as Exhibit 4 with Current Report on Form 8-K, File No. 001-00973, on December 1, 1993 and incorporated herein by this reference.
(55)
Filed as Exhibit 4-6 to Registration Statement on Form S-3, File No. 333-76020, filed on December 27, 2001 and incorporated herein by this reference.
(56)
Filed as Exhibit 10.2 with Current Report on Form 8-K, File No. 001-00973, on February 19, 2009 and incorporated herein by this reference.
Schedule II—Valuation and Qualifying Acco****unts Years Ended December 31, 2025—December 31, 2023
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
| Column A | Column B | Column C Additions | Column D | Column E | ||||||||||||||||||||
| Description | Balance at Beginning of Period | Charged to cost and expenses | Charged to other accounts- describe | Deductions- describe | Balance at End of Period | |||||||||||||||||||
| Millions | ||||||||||||||||||||||||
| 2025 | ||||||||||||||||||||||||
| Allowance for Credit Losses | $ | 215 | $ | 145 | (A) | $ | — | $ | 106 | (B) | $ | 254 | ||||||||||||
| Materials and Supplies Valuation Reserve | 13 | 1 | — | — | 14 | |||||||||||||||||||
| 2024 | ||||||||||||||||||||||||
| Allowance for Credit Losses | $ | 283 | $ | 103 | (A) | $ | — | $ | 171 | (B) | $ | 215 | ||||||||||||
| Materials and Supplies Valuation Reserve | 14 | 1 | — | 2 | (C) | 13 | ||||||||||||||||||
| 2023 | ||||||||||||||||||||||||
| Allowance for Credit Losses | $ | 339 | $ | 100 | (A) | $ | — | $ | 156 | (B) | $ | 283 | ||||||||||||
| Materials and Supplies Valuation Reserve | 10 | 4 | — | — | 14 | |||||||||||||||||||
(A)
For a discussion of bad debt recoveries, see Item 8. Note 1. Organization, Basis of Presentation and Summary of Significant Accounting Policies.
(B)
Accounts Receivable written off.
(C)
Reserve reduced to appropriate level and to remove obsolete inventory.
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
| Column A | Column B | Column C Additions | Column D | Column E | ||||||||||||||||||||
| Description | Balance at Beginning of Period | Charged to cost and expenses | Charged to other accounts- describe | Deductions- describe | Balance at End of Period | |||||||||||||||||||
| Millions | ||||||||||||||||||||||||
| 2025 | ||||||||||||||||||||||||
| Allowance for Credit Losses | $ | 215 | $ | 145 | (A) | $ | — | $ | 106 | (B) | $ | 254 | ||||||||||||
| Materials and Supplies Valuation Reserve | 6 | 1 | — | — | 7 | |||||||||||||||||||
| 2024 | ||||||||||||||||||||||||
| Allowance for Credit Losses | $ | 283 | $ | 103 | (A) | $ | — | $ | 171 | (B) | $ | 215 | ||||||||||||
| Materials and Supplies Valuation Reserve | 7 | 1 | — | 2 | (C) | 6 | ||||||||||||||||||
| 2023 | ||||||||||||||||||||||||
| Allowance for Credit Losses | $ | 339 | $ | 100 | (A) | $ | — | $ | 156 | (B) | $ | 283 | ||||||||||||
| Materials and Supplies Valuation Reserve | 4 | 3 | — | — | 7 | |||||||||||||||||||
(A)
For a discussion of bad debt recoveries, see Item 8. Note 1. Organization, Basis of Presentation and Summary of Significant Accounting Policies.
(B)
Accounts Receivable written off.
(C)
Reserve reduced to appropriate level and to remove obsolete inventory.
SIGNA****TURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
| P****UBLIC S****ERVICE E****NTERPRISE G****ROUP I****NCORPORATED | |||
| By: | /s/ RALPH A. LAROSSA | ||
| Ralph A. LaRossa | |||
| Chair of the Board, President and | |||
| Chief Executive Officer |
Date: February 26, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signatures of the undersigned shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
| Signature | Title | Date | ||
| /s/ RALPH A. LAROSSA | Chair of the Board, President, Chief Executive Officer and | February 26, 2026 | ||
| Ralph A. LaRossa | Director (Principal Executive Officer) | |||
| /s/ DANIEL J. CREGG | Executive Vice President and Chief Financial Officer | February 26, 2026 | ||
| Daniel J. Cregg | (Principal Financial Officer) | |||
| /s/ ROSE M. CHERNICK | Vice President and Controller | February 26, 2026 | ||
| Rose M. Chernick | (Principal Accounting Officer) | |||
| /s/ WILLIE A. DEESE | Director | February 26, 2026 | ||
| Willie A. Deese | ||||
| /s/ JAMIE M. GENTOSO | Director | February 26, 2026 | ||
| Jamie M. Gentoso | ||||
| /s/ BARRY H. OSTROWSKY | Director | February 26, 2026 | ||
| Barry H. Ostrowsky | ||||
| /s/ RICARDO G. PÉREZ | Director | February 26, 2026 | ||
| Ricardo G. Pérez | ||||
| /s/ VALERIE A. SMITH | Director | February 26, 2026 | ||
| Valerie A. Smith | ||||
| /s/ SCOTT G. STEPHENSON | Director | February 26, 2026 | ||
| Scott G. Stephenson | ||||
| /s/ LAURA A. SUGG | Director | February 26, 2026 | ||
| Laura A. Sugg | ||||
| /s/ JOHN P. SURMA | Director | February 26, 2026 | ||
| John P. Surma | ||||
| /s/ KENNETH Y. TANJI | Director | February 26, 2026 | ||
| Kenneth Y. Tanji | ||||
| /s/ SUSAN TOMASKY | Director | February 26, 2026 | ||
| Susan Tomasky |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
| P****UBLIC S****ERVICE E****LECTRIC AND G****AS C****OMPANY | |||
| By: | /s/ KIM C. HANEMANN | ||
| Kim C. Hanemann | |||
| President |
Date: February 26, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signatures of the undersigned shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
| Signature | Title | Date | ||
| /s/ RALPH A. LAROSSA | Chair of the Board and Chief Executive Officer and | February 26, 2026 | ||
| Ralph A. LaRossa | Director (Principal Executive Officer) | |||
| /s/ DANIEL J. CREGG | Executive Vice President and Chief Financial Officer | February 26, 2026 | ||
| Daniel J. Cregg | (Principal Financial Officer) | |||
| /s/ ROSE M. CHERNICK | Vice President and Controller | February 26, 2026 | ||
| Rose M. Chernick | (Principal Accounting Officer) | |||
| /s/ WILLIE A. DEESE | Director | February 26, 2026 | ||
| Willie A. Deese | ||||
| /s/ BARRY H. OSTROWSKY | Director | February 26, 2026 | ||
| Barry H. Ostrowsky | ||||
| /s/ SUSAN TOMASKY | Director | February 26, 2026 | ||
| Susan Tomasky |