PG&E Corporation Announces \$1 Billion Junior Subordinated Notes Offering

Key Highlights for Investors

• Issuer: PG&E Corporation
• Security: \$1,000,000,000 aggregate principal amount of 6.850% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056
• Issue Price: 100.000%, plus accrued interest, if any, from February 19, 2026
• Trading Symbols: PCG (Common Stock), PCG-PB, PCG-PC, PCG-PG, PCG-PH (Preferred Stocks)
• Joint Book-Running Managers: Barclays Capital Inc., BofA Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Citigroup Global Markets Inc., Wells Fargo Securities, LLC
• Exchange Listings: New York Stock Exchange (NYSE), NYSE American LLC
• CUSIP/ISIN: 69331CAN8 / US69331CAN83
• Indenture: Notes issued under an Indenture with The Bank of New York Mellon Trust Company, N.A., as Trustee

Details of the Offering

On February 17, 2026, PG&E Corporation announced it is offering \$1 billion in aggregate principal amount of 6.850% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056. The notes were priced at par (100%), with interest accruing from February 19, 2026. The offering is part of PG&E’s ongoing capital management and refinancing strategy.

The notes are expected to be listed on the NYSE, with a broad syndicate of leading underwriters participating in the deal. The transaction is structured as an SEC-registered offering under PG&E’s automatic shelf registration statement on Form S-3 (File No. 333-277286).

Material Terms of the Notes

• The notes are junior subordinated obligations of the company and rank junior to all existing and future senior indebtedness.
• Interest is fixed at 6.850% until the first reset date, with a fixed-to-fixed reset structure thereafter (detailed terms available in the Prospectus and Pricing Term Sheet).
• The notes may be subject to optional redemption by the company after a certain period, upon the occurrence of specific events (e.g., tax or rating agency events), or as otherwise provided in the Indenture.
• There is an option to defer interest payments during certain periods, subject to limitations on dividend and certain payments (see “Option to Defer Interest Payments” in the Prospectus).
• There is no sinking fund for the notes.
• The proceeds (before deducting expenses) will be used for general corporate purposes, which may include the repayment of existing indebtedness, capital expenditures, and other corporate needs.

Potential Price-Sensitive Information for Shareholders

• Large Capital Raise: The \$1 billion issuance is a significant capital action, potentially affecting PG&E’s leverage profile, interest expense, and overall capital structure.
• Subordination Feature: The notes are junior to other debt, which could be relevant in the event of financial stress or bankruptcy, but allow for flexible capital management.
• Dividend and Payment Restrictions: If PG&E elects to defer interest payments on these notes, it will be restricted from paying dividends on its common stock or making certain other discretionary payments, which could impact returns to shareholders during any deferral period.
• No Rating Disclosed: The anticipated credit ratings (by Moody’s, S&P, Fitch) are intentionally omitted at this time, which may reflect ongoing discussions or considerations with rating agencies.
• Optional Redemption and Reset Risk: The company can redeem the notes early under certain circumstances, and the interest rate will reset at future dates, which could affect the value of the notes and the company’s interest costs depending on market conditions at reset.

Corporate Representations and Risk Factors

• PG&E states it is not aware of any material adverse changes in its financial condition or operations since January 1, 2026 that would reasonably be expected to have a material adverse effect.
• The company affirms compliance with all applicable securities laws, internal controls, and Sarbanes-Oxley regulations.
• There are no known pending or threatened material legal actions that would adversely impact the issuance or sale of these securities.
• The company is not, nor after the offering will it be, an “investment company” under the Investment Company Act of 1940.
• The company will not take actions that would result in market manipulation of its securities.
• Proceeds from the issuance are expected to enhance liquidity and support ongoing operations.

Underwriters and Distribution

The offering is being led by a group of major investment banks, each underwriting \$100–200 million of the total amount. The distribution is broad and the underwriters are expected to make a market in the notes.

Underwriters are indemnified by PG&E against certain liabilities, including liabilities under the Securities Act. The agreement also contemplates reimbursement of certain expenses if the deal does not close.

Important Notes for Shareholders

• If PG&E exercises its right to defer interest on the notes, no dividends can be paid on its common or preferred stock, nor can it repurchase equity or make payments on equally or junior-ranking debt, until deferred interest is paid current. This could directly impact shareholder payouts in certain scenarios.
• There are no new shares being issued as part of this offering, but the structure of the junior subordinated notes is designed to be equity-like for ratings and regulatory purposes, which may have implications for PG&E’s credit metrics and credit ratings.
• The notes are subject to redemption upon the occurrence of certain events (including tax and rating agency events), giving the company flexibility but creating some call risk for investors.

Conclusion

This sizable capital raise demonstrates PG&E’s ongoing efforts to strengthen its balance sheet and maintain financial flexibility. The structure of the notes may appeal to investors seeking higher-yielding securities, but shareholders should carefully monitor any future interest deferrals, rating actions, or changes in dividend policies that may result from this transaction.

The absence of disclosed credit ratings and the possibility of interest deferral or restrictions on dividends are points of particular importance for equity investors. These developments could be price-sensitive and may impact share value depending on future events.

Shareholders are encouraged to review the full terms in the prospectus and related filings available on the SEC’s EDGAR system or by contacting the underwriters directly for more information.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review all relevant filings and consult their financial advisors before making investment decisions. The information contained herein is based on filings made by PG&E Corporation and may be subject to change without notice.

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