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    SEC Form 8-K filed by Pacific Gas & Electric Co.

    2/19/26 4:29:13 PM ET
    $PCG
    Power Generation
    Utilities
    Get the next $PCG alert in real time by email
    8-K
    falsefalse00010049800000075488 0001004980 2026-02-17 2026-02-17 0001004980 pcg:PacificGasAndElectricCompanyMember 2026-02-17 2026-02-17 0001004980 exch:XNYS pcg:CommonStockNoParValueMember 2026-02-17 2026-02-17 0001004980 pcg:NYSEAMERICANLLCMember pcg:FirstPreferredStockCumulativeParValue25PerShare6PercentNonredeemableMember 2026-02-17 2026-02-17 0001004980 pcg:NYSEAMERICANLLCMember pcg:FirstPreferredStockCumulativeParValue25PerShare5Point50PercentNonredeemableMember 2026-02-17 2026-02-17 0001004980 pcg:NYSEAMERICANLLCMember pcg:FirstPreferredStockCumulativeParValue25PerShare5PercentNonredeemableMember 2026-02-17 2026-02-17 0001004980 pcg:NYSEAMERICANLLCMember pcg:FirstPreferredStockCumulativeParValue25PerShare5PercentRedeemableMember 2026-02-17 2026-02-17 0001004980 pcg:NYSEAMERICANLLCMember pcg:FirstPreferredStockCumulativeParValue25PerShare5PercentSeriesARedeemableMember 2026-02-17 2026-02-17 0001004980 pcg:NYSEAMERICANLLCMember pcg:FirstPreferredStockCumulativeParValue25PerShare4Point80PercentRedeemableMember 2026-02-17 2026-02-17 0001004980 pcg:NYSEAMERICANLLCMember pcg:FirstPreferredStockCumulativeParValue25PerShare4Point50PercentRedeemableMember 2026-02-17 2026-02-17 0001004980 pcg:NYSEAMERICANLLCMember pcg:FirstPreferredStockCumulativeParValue25PerShare4Point36PercentRedeemableMember 2026-02-17 2026-02-17 0001004980 exch:XNYS pcg:SixPointZeroZeroZeroPercentSeriesAMandatoryConvertiblePreferredStockNoParValueMember 2026-02-17 2026-02-17
     
     
    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
     
    LOGO   LOGO
    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%
    Fixed-to-Fixed
    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.
     
    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
    Get the next $PCG alert in real time by email

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