Check the appropriate box below if the Form filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

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 of the Securities Exchange Act of 1934 of this chapter).

 

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.

 

 

 

 

On December 2, 2024, PG&E Corporation entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters named in Schedule I thereto (the “Underwriters”), pursuant to which PG&E Corporation agreed to sell to the Underwriters an aggregate of 48,661,801 shares of common stock, no par value per share (the “Common Stock) to the Underwriters (the “Offering”). Under the terms of the Underwriting Agreement, PG&E Corporation also granted to the Underwriters an option, exercisable in whole or in part at any time for a period of 30 days from the date of the Underwriting Agreement, to purchase up to an additional 7,299,269 shares of Common Stock from PG&E Corporation (the “Option”). On December 3, 2024, the Underwriters exercised the Option in full.

The Offering closed on December 4, 2024. A validity opinion issued by PG&E Corporation’s counsel with respect to the Common Stock sold in the Offering is filed as Exhibit 5.1 hereto.

The shares of Common Stock were sold pursuant to a shelf registration statement on Form S-3 (File No. 333-277286), which was filed with the Securities and Exchange Commission (the “SEC”) on February 22, 2024 and became automatically effective. A prospectus supplement, dated December 2, 2024, relating to the shares of Common Stock and supplementing the prospectus dated February 22, 2024, was filed with the SEC pursuant to Rule 424(b) under the Securities Act.

The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated by reference herein.

 

On December 2, 2024, PG&E Corporation issued press releases announcing the launch and subsequent pricing of the Offering, attached hereto as Exhibits 99.1 and 99.2, respectively and incorporated by reference herein.

 

(d) Exhibits.

 

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.