DEBT

12 Months Ended

Dec. 31, 2025

Debt Disclosure [Abstract]

DEBT

DEBT

Credit Facilities and Term Loans

The following table summarizes PG&E Corporation’s and the Utility’s outstanding borrowings and availability under their credit facilities as of December 31, 2025:

(in millions)	Termination Date	Maximum Facility Limit			Loans Outstanding		Letters of Credit Outstanding		Facility Availability
Utility revolving credit facility	June 2030	$	5,400	(1)	$	(1,575)	$	(639)	$	3,186
Utility Receivables Securitization Program (2)	June 2027	1,750		(3)	(1,750)		—		—		(3)
PG&E Corporation revolving credit facility	June 2028	650			—		—		650
Total credit facilities		$	7,800		$	(3,325)	$	(639)	$	3,836

(1)Includes a $2.0 billion letter of credit sublimit.

(2) For more information on the Receivables Securitization Program, see “Variable Interest Entities” in Note 2 above.

(3) The amount the Utility may borrow under the Receivables Securitization Program is limited to the lesser of the facility limit and the facility availability. Further, the facility availability may vary based on the amount of accounts receivable that the Utility owns that are eligible for sale to the SPV and the portion of those accounts receivable that are sold to the SPV that are eligible for advances by the lenders under the Receivables Securitization Program.

Utility

On April 11, 2025, the Utility amended its existing $525 million term loan agreement to extend the maturity date to April 10, 2026. The loan bears interest based on the Utility’s election of either (1) Term SOFR (plus a 0.10% credit spread adjustment) plus an applicable margin of 1.375% or (2) the alternative base rate plus an applicable margin of 0.375%.

On June 23, 2025, the Utility amended its existing revolving credit agreement to, among other things, (i) extend the maturity date of such agreement to June 21, 2030, (ii) increase the aggregate commitments from $4.4 billion to $5.4 billion and (iii) modify both the interest rate pricing grid and commitment fee pricing grid.

On June 26, 2025, the Utility and the SPV amended the existing $1.5 billion Receivables Securitization Program to, among other things, (i) extend the scheduled termination date from June 26, 2026 to June 25, 2027 and (ii) allow the Utility and the SPV to request an increase to the commitments by an additional aggregate amount of up to $250 million, subject to the satisfaction of certain terms and conditions.

On September 24, 2025, the Utility entered into a Term Loan Credit Agreement, pursuant to which the lenders made available to the Utility term loans in the aggregate principal amount equal to $500 million (the “Term Loan”). The Term Loan bears interest based on the Utility’s election of either (1) Term SOFR plus an applicable margin of 1.250% or (2) the alternative base rate plus an applicable margin of 0.250%. The Utility borrowed the entire amount of the Term Loan on September 24, 2025. The Term Loan has a maturity date of September 23, 2026.

On December 19, 2025, the Utility amended its existing $525 million term loan agreement to, among other things, (i) increase the borrowing capacity to $600 million, (ii) extend the maturity date to December 18, 2026 and (iii) revise the interest rate based on the Utility’s election of either (1) the Term SOFR plus an applicable margin of 1.250% or (2) the alternative base rate plus an applicable margin of 0.250%.

PG&E Corporation

On June 23, 2025, PG&E Corporation amended its existing revolving credit agreement to, among other things, (i) extend the maturity date of such agreement to June 22, 2028, (ii) increase the aggregate commitments from $500 million to $650 million and (iii) modify both the interest rate pricing grid and commitment fee pricing grid.

Long-Term Debt Issuances and Redemptions

Utility

On February 24, 2025, the Utility completed the sale of (i) $1.0 billion aggregate principal amount of 5.700% First Mortgage Bonds due 2035 and (ii) $750 million aggregate principal amount of 6.150% First Mortgage Bonds due 2055. The Utility used the net proceeds of such issuances for (i) the repayment of all of its $600 million aggregate principal amount of 3.500% First Mortgage Bonds due June 15, 2025, and (ii) the repayment of all of its $450 million aggregate principal amount of 4.950% First Mortgage Bonds due June 8, 2025. The Utility used the remaining net proceeds from the offerings for general corporate purposes.

On June 4, 2025, the Utility completed the sale of (i) $400 million aggregate principal amount of 5.000% First Mortgage Bonds due 2028, and (ii) $850 million aggregate principal amount of 6.000% First Mortgage Bonds due 2035. The Utility used the net proceeds of such issuances for repayment of a portion of its $1.9 billion aggregate principal amount of 3.15% First Mortgage Bonds due January 1, 2026.

On October 2, 2025, the Utility completed the sale of (i) $400 million aggregate principal amount of 5.000% First Mortgage Bonds due 2028, (ii) $850 million aggregate principal amount of 5.050% First Mortgage Bonds due 2032, and (iii) $750 million aggregate principal amount of 6.100% First Mortgage Bonds due 2055. The Utility used the net proceeds of such issuances for repayment of a portion of its $1.9 billion aggregate principal amount of 3.15% First Mortgage Bonds due January 1, 2026. The Utility used the remaining net proceeds from the offerings for general corporate purposes.

Convertible Notes

On December 4, 2023, PG&E Corporation completed the sale of $2.15 billion aggregate principal amount of 4.25% convertible senior secured notes due December 1, 2027 (the “Convertible Notes”). The Convertible Notes bear interest at an annual rate of 4.25% with interest payable semiannually in arrears on June 1 and December 1 of each year, beginning on June 1, 2024. The net proceeds from these offerings were approximately $2.12 billion, after deducting the initial purchasers’ discounts and commissions and PG&E Corporation’s offering expenses. PG&E Corporation used the net proceeds to prepay $2.15 billion outstanding under its term loan agreement.

The Convertible Notes are governed by an indenture (the “Convertible Notes Indenture”). The Convertible Notes Indenture contains limited covenants, including those restricting PG&E Corporation’s ability and certain of PG&E Corporation’s subsidiaries’ ability to create liens, engage in sale and leaseback transactions or merge or consolidate with another entity.

Prior to the close of business on the business day immediately preceding September 1, 2027, the Convertible Notes will be convertible by means of Combination Settlement (as described below) when the following conditions are met:

•during any calendar quarter commencing after the calendar quarter ending on March 31, 2024, if the last reported sale price of PG&E Corporation’s common stock for at least 20 trading days during the period of 30 consecutive trading days ending on, and including the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

•during the five consecutive business day period immediately after any 10 consecutive trading day period (“measurement period”) in which the trading price per $1,000 principal amount of Convertible Notes, as determined following a request by a holder of Convertible Notes in accordance with the procedures described in the Convertible Notes Indenture, for each trading day of the measurement period was less than 90% of the product of the last reported sale price of PG&E Corporation’s common stock and the conversion rate on each such trading day; or

•upon specified distributions and corporate events described in the Convertible Notes Indenture.

On or after September 1, 2027, the Convertible Notes are convertible by means of Combination Settlement (as described below) by holders at any time in whole or in part until the close of business on the business day immediately preceding the maturity date.

On December 8, 2023, PG&E Corporation delivered an irrevocable notice (the “Irrevocable Notice”) to the Trustee under the Convertible Notes Indenture to irrevocably fix the Settlement Method upon conversion to Combination Settlement with a Specified Dollar Amount (each as defined in the Convertible Notes Indenture) per $1,000 principal amount of Convertible Notes at or above $1,000 for any conversions of the Convertible Notes occurring subsequent to the delivery of such Irrevocable Notice on December 8, 2023; provided that in no event shall the Specified Dollar Amount per $1,000 principal amount of Convertible Notes be less than $1,000.

The conversion rate for the Convertible Notes is initially 43.146 shares of common stock per $1,000 principal amount of the Convertible Notes (equivalent to an initial conversion price of approximately $23.18 per share of PG&E Corporation common stock). The conversion rate and the corresponding conversion price are subject to adjustment in connection with some events but will not be adjusted for any accrued and unpaid interest. PG&E Corporation may not redeem the Convertible Notes prior to the maturity date.

If PG&E Corporation undergoes a Fundamental Change (other than an Exempted Fundamental Change, each as defined in the Convertible Notes Indenture), subject to certain conditions, holders may require PG&E Corporation to repurchase for cash all or any portion of their Convertible Notes at a repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the Fundamental Change Repurchase Date (as defined in the Convertible Notes Indenture). As of December 31, 2025, none of the conditions allowing holders of the Convertible Notes to convert had been met.

The Convertible Notes are accounted for in accordance with ASC Subtopic 470-20, Debt with Conversion and Other Options. Pursuant to ASC Subtopic 470-20, debt with an embedded conversion feature should be accounted for in its entirety as a liability, and no portion of the proceeds from the issuance of the convertible debt instrument should be accounted for as attributable to the conversion feature unless the conversion feature is required to be accounted for separately as an embedded derivative or the conversion feature results in a premium that is subject to the guidance in ASC 470. The Convertible Notes issued are accounted for as a liability with no portion of the proceeds attributable to the conversion options as the conversion feature did not require separate accounting as a derivative, and the Convertible Notes did not involve a premium subject to the guidance in ASC 470.

As of December 31, 2025 and 2024, the Consolidated Financial Statements reflected the net carrying amount of the Convertible Notes of $2.14 billion and $2.13 billion, with unamortized debt issuance costs of $13 million and $20 million, respectively, in Long-term debt. For the years ended December 31, 2025, 2024, and 2023, the Consolidated Statements of Income reflected the total interest expense of approximately $91 million, $98 million, and $7 million, respectively.

The following table summarizes PG&E Corporation’s and the Utility’s Long-term debt:

		Balance at
(in millions)	Contractual Interest Rates	December 31, 2025		December 31, 2024
PG&E Corporation
Convertible Notes due 2027	4.25%	$	2,150	$	2,150
Senior Secured Notes due 2028	5.00%	1,000		1,000
Senior Secured Notes due 2030	5.25%	1,000		1,000
Junior Subordinated Notes due 2055	7.38%	1,500		1,500
Unamortized discount, premium and debt issuance costs, net		(29)		(39)
Total PG&E Corporation Long-Term Debt		5,621		5,611
Utility
First Mortgage Bonds - Stated Maturity:
2025	3.45% - 4.95%	—		1,925
2026	2.95%	600		2,551
2027	2.10% - 5.45%	3,000		3,000
2028	3.00% - 5.00%	2,775		1,975
2029	4.20% - 6.10%	2,100		2,100
2030	4.55%	3,100		3,100
2031	2.50% - 3.25%	3,000		3,000
2032	4.40% - 5.90%	1,900		1,050
2033	6.15% - 6.40%	1,900		1,900
2034	5.80% - 6.95%	1,900		1,900
2035	5.70% - 6.00%	1,850		—
2040	3.30% - 4.50%	2,951		2,951
2041	4.20% - 4.50%	700		700
2042	3.75% - 4.45%	750		750
2043	4.60%	375		375
2044	4.75%	675		675
2045	4.30%	600		600
2046	4.00% - 4.25%	1,050		1,050
2047	3.95%	850		850
2050	3.50% - 4.95%	5,025		5,025
2052	5.25%	550		550
2053	6.70% - 6.75%	2,300		2,300
2054	5.90%	750		750
2055	6.10% - 6.15%	1,500		—
Less: current portion, net of unamortized discount and debt issuance costs		(600)		(1,924)
Unamortized discount, premium and debt issuance costs, net		(247)		(226)
Total Utility First Mortgage Bonds		39,354		36,927
Recovery Bonds (1)		10,145		10,367
Less: current portion		(221)		(222)
DWR Loan (2)		738		886
Credit Facilities
Receivables Securitization Program - Stated Maturity: 2027	variable rate (3)	1,750		—
Total Utility Long-Term Debt		51,766		47,958
Total PG&E Corporation Consolidated Long-Term Debt		$	57,387	$	53,569

(1) The amount includes bonds related to AB 1054 and SB 901 securitization transactions. For AB 1054 interest rates, see the 2021 Form 10-K, the 2022 Form 10-K, and the 2024 Form 10-K. For SB 901 interest rates, see the 2022 Form 10-K.

(2) The Utility is not required to pay interest on the DWR loan, see Note 2 - Government Assistance.

(3) At December 31, 2025, the contractual SOFR-based interest rate on the Receivables Securitization Program was 5.31%.

Contractual Repayment Schedule

PG&E Corporation’s and the Utility’s combined stated long-term debt principal repayment amounts at December 31, 2025 are reflected in the table below:

(in millions, except interest rates)	2026			2027			2028			2029			2030			Thereafter			Total
PG&E Corporation
Average fixed interest rate	—		%	4.25		%	5.00		%	—		%	5.25		%	7.38		%	5.39		%
Fixed rate obligations	$	—		$	2,150		$	1,000		$	—		$	1,000		$	1,500		$	5,650
Utility (1)
Average fixed interest rate	2.95		%	3.22		%	3.99		%	5.52		%	4.55		%	4.90		%	4.69		%
Fixed rate obligations	$	600		$	3,000		$	2,775		$	2,100		$	3,100		$	28,626		$	40,201
Variable interest rate as of December 31, 2025	—		%	5.31		%	—		%	—		%	—		%	—		%	5.31		%
Variable rate obligations	$	—		$	1,750		$	—		$	—		$	—		$	—		$	1,750
Recovery Bonds (2)
AB 1054 obligations	$	81		$	84		$	88		$	91		$	95		$	2,633		$	3,072
SB 901 obligations	140			146			152			159			165			6,311			7,073
Total consolidated debt	$	821		$	7,130		$	4,015		$	2,350		$	4,360		$	39,070		$	57,746

(1) The balance excludes the DWR loan, see Note 2 - Government Assistance.

(2) Recovery bonds were issued by, and are repayment obligations of, consolidated VIEs. For AB 1054 interest rates, see the 2021 Form 10-K, the 2022 Form 10-K, and the 2024 Form 10-K. For SB 901 interest rates, see the 2022 Form 10-K.

SB 901 SECURITIZATION AND CUSTOMER CREDIT TRUST

Pursuant to the financing order for the SB 901 securitization transactions, the Utility sold its right to receive revenues from the SB 901 Recovery Property to PG&E Wildfire Recovery Funding LLC, which, in turn, issued the recovery bonds secured by separate fixed recovery charges and separate SB 901 Recovery Property. The fixed recovery charges are designed to recover the full scheduled principal amount of the applicable series of recovery bonds along with any associated interest and financing costs. The customer credit trust (see Note 11 below) funds a customer credit to ratepayers, designed to equal the recovery bond principal, interest, and financing costs over the life of the recovery bonds to offset the fixed recovery charge. The fixed recovery charges and customer credits are presented on a net basis in Operating revenues in the Consolidated Statements of Income and had no net impact on Operating revenues for the year ended December 31, 2025.

Upon issuance of senior secured recovery bonds in May 2022 (“inception”), the Utility recorded a $5.5 billion SB 901 securitization regulatory asset reflecting PG&E Wildfire Recovery Funding LLC’s right to recover $7.5 billion in wildfire claims costs associated with the 2017 Northern California wildfires, partially offset by the $2.0 billion in required upfront shareholder contributions to the customer credit trust. As of December 31, 2025, the Utility had made all required upfront contributions. The Utility also recorded a $5.54 billion SB 901 securitization regulatory liability at inception, which represents certain shareholder tax benefits the Utility had previously recognized that will be returned to customers. As tax benefits are monetized, contributions will be made to the customer credit trust, up to $7.59 billion. The Utility expects to amortize the SB 901 securitization regulatory asset and liability over the life of the recovery bonds, with such amortization reflected in Operating and maintenance expense in the Consolidated Statements of Income. During the years ended December 31, 2025 and 2024, the Utility recorded $302 million and $328 million, respectively, for amortization of the regulatory asset and liability in the Consolidated Statements of Income.

The following tables illustrate the changes in the SB 901 securitization’s impact on the Utility’s regulatory assets and liabilities:

	SB 901 securitization regulatory asset
(in millions)	2025		2024
Balance at January 1	$	5,194	$	5,249
Amortization	(105)		(55)
Balance at December 31	$	5,089	$	5,194

	SB 901 securitization regulatory liability
(in millions)	2025		2024
Balance at January 1	$	(6,295)	$	(6,628)
Amortization	407		383
Additions(1)	(122)		(50)
Balance at December 31	$	(6,010)	$	(6,295)

(1) Includes $87 million and $16 million of returns on investments in the customer credit trust expected to be credited to customers for the years ended December 31, 2025 and 2024, respectively.