8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report:
February 17, 2026
(Date of earliest event reported)
Commission File Number | Exact Name of Registrant as specified in its charter | State or Other Jurisdiction of Incorporation or Organization | IRS Employer Identification Number | |||
001-12609 | PG&E CORPORATION | California | 94-3234914 | |||
001-02348 | PACIFIC GAS AND ELECTRIC COMPANY | California | 94-0742640 |
 |  | |
300 Lakeside Drive | 300 Lakeside Drive | |
Oakland , California 94612 | Oakland, California 94612 | |
(Address of principal executive offices) (Zip Code) | (Address of principal executive offices) (Zip Code) | |
(415) 973-1000 | (415) 973-7000 | |
(Registrant’s telephone number, including area code) | (Registrant’s telephone number, including area code) | |
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common stock, no par value | PCG | The New York Stock Exchange | ||
| First preferred stock, cumulative, par value $25 per share, 6% nonredeemable | PCG-PA | NYSE American LLC | ||
| First preferred stock, cumulative, par value $25 per share, 5.50% nonredeemable | PCG-PB | NYSE American LLC | ||
| First preferred stock, cumulative, par value $25 per share, 5% nonredeemable | PCG-PC | NYSE American LLC | ||
| First preferred stock, cumulative, par value $25 per share, 5% redeemable | PCG-PD | NYSE American LLC | ||
| First preferred stock, cumulative, par value $25 per share, 5% series A redeemable | PCG-PE | NYSE American LLC | ||
| First preferred stock, cumulative, par value $25 per share, 4.80% redeemable | PCG-PG | NYSE American LLC | ||
| First preferred stock, cumulative, par value $25 per share, 4.50% redeemable | PCG-PH | NYSE American LLC | ||
| First preferred stock, cumulative, par value $25 per share, 4.36% redeemable | PCG-PI | NYSE American LLC | ||
| 6.000% Series A Mandatory Convertible Preferred Stock, no par value per share | PCG-PrX | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934 (§240.12b-2
of this chapter). | Emerging growth company | PG&E Corporation | ☐ | ||||
| Emerging growth company | Pacific Gas and Electric Company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| PG&E Corporation | ☐ | |||
| Pacific Gas and Electric Company | ☐ |
Item 8.01. | Other Events |
On February 19, 2026, PG&E Corporation completed the sale of $1,000,000,000 aggregate principal amount of 6.850% Reset Rate Junior Subordinated Notes due 2056 (the “Notes”), pursuant to a Subordinated Note Indenture, dated as of September 11, 2024 (the “Original Indenture”), as previously amended and supplemented and as further amended and supplemented by the Second Supplemental Indenture, dated as of February 19, 2026 (the “Second Supplemental Indenture”, together with the Original Indenture, the “Indenture”), between PG&E Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee. For further information concerning the Notes, refer to the exhibits attached to this report.
Fixed-to-Fixed
Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated as of February 17, 2026, by and among PG&E Corporation, Barclays Capital Inc., BofA Securities, Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC | |
| 4.1 | Second Supplemental Indenture, dated as of February 19, 2026 between PG&E Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee (including the form of the Notes) | |
| 5.1 | Opinion of Hunton Andrews Kurth LLP, dated February 19, 2026 | |
| 8.1 | Opinion of Hunton Andrews Kurth LLP, dated February 19, 2026 | |
| 23.1 | Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.1 above) | |
| 23.2 | Consent of Hunton Andrews Kurth LLP (included in Exhibit 8.1 above) | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
PG&E CORPORATION | ||||
| Date: February 19, 2026 | By: | /s/ Carolyn J. Burke | ||
| Name: | Carolyn J. Burke | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
PACIFIC GAS AND ELECTRIC COMPANY | ||||
| Date: February 19, 2026 | By: | /s/ Stephanie N. Williams | ||
| Name: | Stephanie N. Williams | |||
| Title: | Vice President, Chief Financial Officer and Controller | |||