Item 1A. RISK FACTORS

The discussion of our business and operations in this Quarterly Report on Form 10-Q should be read together with the risk factors contained in Part I, Item 1A of our Form 10-K, which describes various risks and uncertainties that 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. We expect that the risks and uncertainties described in this Form 10-Q and our Form 10-K will be further adversely impacted by the ongoing coronavirus pandemic and any related, sustained economic downturn, which could extend beyond the duration of the pandemic.

**ITEM 2.**UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table indicates our common share repurchases during the first quarter of 2022:

(A)On September 27, 2021, PSEG announced a $500 million share repurchase program to be implemented upon the close of the sale of the fossil generation assets. In November 2021, the Board of Directors authorized senior management to implement the $500 million share repurchase program at such time as senior management deemed appropriate in its discretion, without expiration.

(B)On December 13, 2021, under this $500 million share repurchase program authorization, PSEG entered into an open market share repurchase plan for $250 million of our common shares that complies with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. There were no common share repurchases during the fourth quarter of 2021. During January and through February 16, 2022, we purchased the full $250 million of common shares under the open market share repurchase plan and there were no remaining shares available for repurchase under the open market share repurchase plan.

(C)On March 14, 2022, PSEG entered into a Master Confirmation and Supplemental Confirmation with an investment banking firm to effect an accelerated share repurchase agreement (ASR Agreement) of $250 million of shares of PSEG’s outstanding Common Stock. The share repurchases pursuant to the ASR Agreement will be completed under PSEG’s current $500 million share repurchase program authorization. Under the ASR Agreement, PSEG paid $250 million and received initial delivery of the shares of Common Stock reported in the above table in mid-March, representing approximately 80% of the total number of shares of Common Stock initially underlying the ASR Agreement, based on the closing price of the Common Stock of $65.72 on March 11, 2022. The total number of shares that PSEG will repurchase under the ASR Agreement will be determined at the end of the applicable purchase period and will be based on the volume-weighted average price of the Common Stock during the term of the ASR Agreement, less a discount, and subject to potential adjustments pursuant to the terms and conditions of the ASR Agreement. The ASR Agreement provides that termination of the ASR agreement and final settlement of the shares of Common Stock repurchased under the ASR Agreement will generally occur in June 2022, unless the scheduled

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termination date of the ASR Agreement is accelerated. If the final settlement is in PSEG’s favor, the obligations to PSEG will be satisfied by delivery of additional shares of PSEG’s Common Stock and cash payment for any fractional shares. If final settlement is in the investment banking firm’s favor, PSEG’s obligations will be satisfied by delivery of either cash or shares of PSEG’s Common Stock at PSEG’s election.