| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 | |||||||||||||||||||||||||||||||||||||||||
| FORM | 10-Q | ||||||||||||||||||||||||||||||||||||||||
| (Mark One) | |||||||||||||||||||||||||||||||||||||||||
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||||||||||||||||||||||||||||||||||
| For the quarterly period ended | June 30, 2026 | ||||||||||||||||||||||||||||||||||||||||
| OR | |||||||||||||||||||||||||||||||||||||||||
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||||||||||||||||||||||||||||||||||
| For the transition period from ___________ to __________ | |||||||||||||||||||||||||||||||||||||||||
| Commission File Number | Exact Name of Registrant as Specified in its Charter | State or Other Jurisdiction of Incorporation | IRS Employer Identification Number | ||||||||||||||||||||||||||||||||||||||
| 1-12609 | PG&E Corporation | California | 94-3234914 | ||||||||||||||||||||||||||||||||||||||
| 1-2348 | Pacific Gas and Electric Company | California | 94-0742640 | ||||||||||||||||||||||||||||||||||||||
| PG&E Corporation | Pacific Gas and Electric Company | ||||||||||||||||||||||||||||||||||||||||
| 300 Lakeside Drive | 300 Lakeside Drive | ||||||||||||||||||||||||||||||||||||||||
| Oakland, | California | 94612 | Oakland, | California | 94612 | ||||||||||||||||||||||||||||||||||||
| Address of principal executive offices, including zip code | |||||||||||||||||||||||||||||||||||||||||
| PG&E Corporation | Pacific Gas and Electric Company | ||||||||||||||||||||||||||||||||||||||||
| 415 | 973-1000 | 415 | 973-7000 | ||||||||||||||||||||||||||||||||||||||
| Registrant’s telephone number, including area code | |||||||||||||||||||||||||||||||||||||||||
| 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 | PCG-PrX | The New York Stock Exchange | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | |||||||||||||||||||||||||||||||||||
| PG&E Corporation: | ☒ | Yes | ☐ | No | |||||||||||||||||||||||||||||||
| Pacific Gas and Electric Company: | ☒ | Yes | ☐ | No | |||||||||||||||||||||||||||||||
| Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). | |||||||||||||||||||||||||||||||||||
| PG&E Corporation: | ☒ | Yes | ☐ | No | |||||||||||||||||||||||||||||||
| Pacific Gas and Electric Company: | ☒ | Yes | ☐ | No | |||||||||||||||||||||||||||||||
| AB | Assembly Bill | ||||
| ASU | accounting standard update issued by the Financial Accounting Standards Board | ||||
| Bankruptcy Court | the United States Bankruptcy Court for the Northern District of California | ||||
| CAISO | California Independent System Operator Corporation | ||||
| Cal Fire | California Department of Forestry and Fire Protection | ||||
| Cal OES | California Governor’s Office of Emergency Services | ||||
| CEMA | Catastrophic Event Memorandum Account | ||||
| Chapter 11 | Chapter 11 of Title 11 of the United States Code | ||||
| Chapter 11 Cases | the voluntary cases commenced by each of PG&E Corporation and the Utility under Chapter 11 on January 29, 2019 | ||||
| Continuation Account | the account established statewide by SB 254 that expands the existing Wildfire Fund | ||||
| CPUC | California Public Utilities Commission | ||||
| CRR | congestion revenue rights | ||||
| DCPP | Diablo Canyon Power Plant | ||||
| District Court | United States District Court for the Northern District of California | ||||
| DOE | United States Department of Energy | ||||
| DOE Loan Guarantee Agreement | Loan Guarantee Agreement, dated as of January 17, 2025, between the Utility and the DOE | ||||
| DWR | California Department of Water Resources | ||||
| EMANI | European Mutual Association for Nuclear Insurance | ||||
Emergence Date | July 1, 2020, the effective date of the Plan in the Chapter 11 Cases | ||||
| EPS | earnings per common share | ||||
| Exchange Act | Securities Exchange Act of 1934, as amended | ||||
| FASB | Financial Accounting Standards Board | ||||
| FERC | Federal Energy Regulatory Commission | ||||
| Fire Victim Trust | The trust established pursuant to the Plan for the benefit of holders of the Fire Victim Claims into which the Aggregate Fire Victim Consideration (as defined in the Plan) has been, and will continue to be, funded | ||||
| First Mortgage Bonds | bonds issued pursuant to the Indenture of Mortgage, dated as of June 19, 2020, between the Utility and The Bank of New York Mellon Trust Company, N.A., as amended and supplemented | ||||
| Form 10-K | PG&E Corporation’s and the Utility’s joint Annual Report on Form 10-K | ||||
| Form 10-Q | PG&E Corporation’s and the Utility’s joint Quarterly Report on Form 10-Q | ||||
| GAAP | United States Generally Accepted Accounting Principles | ||||
| GRC | general rate case | ||||
| HSMA | Hazardous Substance Memorandum Account | ||||
| IOUs | investor-owned utility(ies) | ||||
| Lakeside Building | 300 Lakeside Drive, Oakland, California, 94612 | ||||
| MD&A | Management’s Discussion and Analysis of Financial Condition and Results of Operations set forth in Part I, Item 2, of this Form 10-Q | ||||
| MGP | manufactured gas plants | ||||
| MWh | one megawatt continuously for one hour | ||||
| NAV | net asset value | ||||
| NEIL | Nuclear Electric Insurance Limited, a mutual insurer owned by utilities with nuclear facilities | ||||
| NRC | Nuclear Regulatory Commission | ||||
| OEIS | Office of Energy Infrastructure Safety (successor to the Wildfire Safety Division of the CPUC) | ||||
| Plan | PG&E Corporation and the Utility, Knighthead Capital Management, LLC, and Abrams Capital Management, LP Joint Chapter 11 Plan of Reorganization, dated as of June 19, 2020 | ||||
| PD | proposed decision | ||||
| PSPS | Public Safety Power Shutoff | ||||
| Receivables Securitization Program | The accounts receivable securitization program entered into by the Utility on October 5, 2020, providing for the sale of a portion of the Utility's accounts receivable and certain other related rights to the SPV, which, in turn, obtains loans secured by the receivables from financial institutions | ||||
| ROE | return on equity | ||||
| ROU asset | right-of-use asset | ||||
| RUBA | Residential Uncollectibles Balancing Account | ||||
| SB | Senate Bill | ||||
| SCE | Edison International and Southern California Edison Company | ||||
| SEC | United States Securities and Exchange Commission | ||||
| SFGO | The Utility’s former San Francisco General Office headquarters complex | ||||
| SPV | PG&E AR Facility, LLC | ||||
| TO | Transmission Owner | ||||
| USFS | United States Forest Service | ||||
| Utility | Pacific Gas and Electric Company | ||||
| Utility Revolving Credit Agreement | Credit Agreement, dated as of July 1, 2020, as amended, by and among the Utility, the several banks and other financial institutions or entities party thereto from time to time and Citibank, N.A., as Administrative Agent and Designated Agent | ||||
| VIE(s) | variable interest entity(ies) | ||||
| WEMA | Wildfire Expense Memorandum Account | ||||
| WGSC | Wildfire and Gas Safety Costs | ||||
| Wildfire Fund | statewide fund established by AB 1054 that will be available for eligible electric utility companies to pay eligible claims for liabilities arising from wildfires occurring after July 12, 2019 that are caused by the applicable electric utility company’s equipment | ||||
| WMCE | Wildfire Mitigation and Catastrophic Events | ||||
| WMP | Wildfire Mitigation Plan | ||||
| Three Months Ended June 30, | Net Change | Percentage Change | Six Months Ended June 30, | Net Change | Percentage Change | ||||||||||||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||
| Consolidated Total | $ | 733 | $ | 521 | $ | 212 | 41 | % | $ | 1,591 | $ | 1,128 | $ | 463 | 41 | % | |||||||||||||||||||||||||||||||
| PG&E Corporation | (94) | (87) | (7) | 8 | % | (187) | (172) | (15) | 9 | % | |||||||||||||||||||||||||||||||||||||
| Utility | $ | 827 | $ | 608 | $ | 219 | 36 | % | $ | 1,778 | $ | 1,300 | $ | 478 | 37 | % | |||||||||||||||||||||||||||||||
| Three Months Ended June 30, | Net Change | Percentage Change | Six Months Ended June 30, | Net Change | Percentage Change | ||||||||||||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||
| Electric | $ | 4,388 | $ | 4,414 | $ | (26) | (1) | % | $ | 9,355 | $ | 8,549 | $ | 806 | 9 | % | |||||||||||||||||||||||||||||||
| Natural gas | 1,514 | 1,484 | 30 | 2 | % | 3,428 | 3,332 | 96 | 3 | % | |||||||||||||||||||||||||||||||||||||
| Total operating revenues | 5,902 | 5,898 | 4 | — | % | 12,783 | 11,881 | 902 | 8 | % | |||||||||||||||||||||||||||||||||||||
| Cost of electricity | 800 | 599 | 201 | 34 | % | 1,361 | 998 | 363 | 36 | % | |||||||||||||||||||||||||||||||||||||
| Cost of natural gas | 115 | 111 | 4 | 4 | % | 585 | 607 | (22) | (4) | % | |||||||||||||||||||||||||||||||||||||
| Operating and maintenance | 2,537 | 2,854 | (317) | (11) | % | 5,641 | 5,492 | 149 | 3 | % | |||||||||||||||||||||||||||||||||||||
| Wildfire-related claims, net of recoveries | — | 50 | (50) | (100) | % | — | 99 | (99) | (100) | % | |||||||||||||||||||||||||||||||||||||
| Wildfire Fund expense | 126 | 109 | 17 | 16 | % | 228 | 185 | 43 | 23 | % | |||||||||||||||||||||||||||||||||||||
| Depreciation, amortization, and decommissioning | 1,062 | 1,073 | (11) | (1) | % | 2,228 | 2,170 | 58 | 3 | % | |||||||||||||||||||||||||||||||||||||
| Total operating expenses | 4,640 | 4,796 | (156) | (3) | % | 10,043 | 9,551 | 492 | 5 | % | |||||||||||||||||||||||||||||||||||||
| Operating Income | 1,262 | 1,102 | 160 | 15 | % | 2,740 | 2,330 | 410 | 18 | % | |||||||||||||||||||||||||||||||||||||
| Interest income | 107 | 179 | (72) | (40) | % | 223 | 293 | (70) | (24) | % | |||||||||||||||||||||||||||||||||||||
| Interest expense | (699) | (713) | 14 | (2) | % | (1,416) | (1,368) | (48) | 4 | % | |||||||||||||||||||||||||||||||||||||
| Other income, net | 100 | 83 | 17 | 20 | % | 218 | 154 | 64 | 42 | % | |||||||||||||||||||||||||||||||||||||
| Income Before Income Taxes | 770 | 651 | 119 | 18 | % | 1,765 | 1,409 | 356 | 25 | % | |||||||||||||||||||||||||||||||||||||
| Income tax provision (benefit) | (61) | 39 | (100) | (256) | % | (20) | 102 | (122) | (120) | % | |||||||||||||||||||||||||||||||||||||
| Net Income | 831 | 612 | 219 | 36 | % | 1,785 | 1,307 | 478 | 37 | % | |||||||||||||||||||||||||||||||||||||
| Preferred stock dividend requirement | 4 | 4 | — | — | % | 7 | 7 | — | — | % | |||||||||||||||||||||||||||||||||||||
| Income Available for Common Stock | $ | 827 | $ | 608 | $ | 219 | 36 | % | $ | 1,778 | $ | 1,300 | $ | 478 | 37 | % | |||||||||||||||||||||||||||||||
| Six Months Ended June 30, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Net cash provided by operating activities | $ | 3,639 | $ | 4,087 | |||||||
| Net cash used in investing activities | (6,159) | (6,268) | |||||||||
| Net cash provided by financing activities | 2,413 | 1,661 | |||||||||
| Net change in cash, cash equivalents, restricted cash, and restricted cash equivalents | $ | (107) | $ | (520) | |||||||
| (in millions) | Six Months Ended June 30, | ||||
| Cash used in investing activities - 2025 | $ | (6,268) | |||
| Capital expenditures | (623) | ||||
| Net purchases related to customer credit trust investments | 755 | ||||
| Net purchases related to self-insurance investment and other investing activities | (23) | ||||
| Net decrease in cash used in investing activities | 109 | ||||
| Cash used in investing activities - 2026 | $ | (6,159) | |||
| (in millions) | Six Months Ended June 30, | ||||
| Cash provided by financing activities - 2025 | $ | 1,661 | |||
| Net repayments under credit facilities | (630) | ||||
| Net repayments under term loan | (860) | ||||
| Proceeds from issuances of long-term debt, net of repayments | 1,854 | ||||
| Dividend payments | (100) | ||||
| Equity contributions from PG&E Corporation | 522 | ||||
| Other financing activities | (34) | ||||
| Net increase in cash provided by financing activities | 752 | ||||
| Cash provided by financing activities - 2026 | $ | 2,413 | |||
| Proceeding | Request | Status | ||||||||||||
| 2023 WMCE | $2.18 billion of cost recovery | Final decision authorizing $1.9 billion of costs issued February 2026. Application for rehearing filed March 2026. | ||||||||||||
| 2024 WMCE | $596 million of cost recovery | Application filed November 2024. A PD is expected by February 2027. | ||||||||||||
| 2023 WGSC | $2.5 billion of cost recovery | Application filed June 2023. Decision authorizing $516 million of interim rate relief adopted March 2024. A PD is expected by October 2026. | ||||||||||||
| Kincade and Dixie AB 1054 | Review of 2019 Kincade fire and 2021 Dixie fire costs, including recovery of approximately $1.9 billion | Application filed November 2025. A PD is expected by November 2026. | ||||||||||||
| (in millions) | Recorded Costs | ||||
Wildfire mitigation plan memorandum account | $ | 2,095 | |||
Fire risk mitigation memorandum account | 165 | ||||
Gas storage balancing account | 101 | ||||
In line inspection memorandum account | 92 | ||||
Other | 45 | ||||
Total | $ | 2,498 | |||
| Rate Case | Request | Status | ||||||||||||
| 2027 GRC | Revenue requirement of $16.64 billion for 2027 | Filed May 2025. A PD is expected by March 2027 and a final decision by May 2027. Requested interim rate recovery May 2026. | ||||||||||||
| Transmission Owner Rate Case for 2024 (TO21) | Revenue requirement of $2.6 billion for 2026 | Accepted December 2023, except as to CAISO adder. All other issues resolved August 2025. In February 2026, the U.S. Supreme Court denied petition for certiorari. | ||||||||||||
| (Unaudited) | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Operating Revenues | |||||||||||||||||||||||
| Electric | $ | 4,388 | $ | 4,414 | $ | 9,355 | $ | 8,549 | |||||||||||||||
| Natural gas | 1,514 | 1,484 | 3,428 | 3,332 | |||||||||||||||||||
Total operating revenues | 5,902 | 5,898 | 12,783 | 11,881 | |||||||||||||||||||
| Operating Expenses | |||||||||||||||||||||||
| Cost of electricity | 800 | 599 | 1,361 | 998 | |||||||||||||||||||
| Cost of natural gas | 115 | 111 | 585 | 607 | |||||||||||||||||||
| Operating and maintenance | 2,536 | 2,860 | 5,648 | 5,506 | |||||||||||||||||||
| Wildfire-related claims, net of recoveries | — | 50 | — | 99 | |||||||||||||||||||
| Wildfire Fund expense | 126 | 109 | 228 | 185 | |||||||||||||||||||
| Depreciation, amortization, and decommissioning | 1,062 | 1,073 | 2,228 | 2,170 | |||||||||||||||||||
Total operating expenses | 4,639 | 4,802 | 10,050 | 9,565 | |||||||||||||||||||
Operating Income | 1,263 | 1,096 | 2,733 | 2,316 | |||||||||||||||||||
| Interest income | 110 | 181 | 232 | 298 | |||||||||||||||||||
| Interest expense | (796) | (792) | (1,599) | (1,526) | |||||||||||||||||||
| Other income, net | 97 | 84 | 213 | 154 | |||||||||||||||||||
Income Before Income Taxes | 674 | 569 | 1,579 | 1,242 | |||||||||||||||||||
Income tax provision (benefit) | (87) | 20 | (67) | 59 | |||||||||||||||||||
Net Income | 761 | 549 | 1,646 | 1,183 | |||||||||||||||||||
| Preferred stock dividend requirement | 28 | 28 | 55 | 55 | |||||||||||||||||||
Income Available for Common Shareholders | $ | 733 | $ | 521 | $ | 1,591 | $ | 1,128 | |||||||||||||||
| Weighted Average Common Shares Outstanding, Basic | 2,202 | 2,198 | 2,201 | 2,196 | |||||||||||||||||||
| Weighted Average Common Shares Outstanding, Diluted | 2,285 | 2,203 | 2,284 | 2,201 | |||||||||||||||||||
Net Income Per Common Share, Basic | $ | 0.33 | $ | 0.24 | $ | 0.72 | $ | 0.51 | |||||||||||||||
Net Income Per Common Share, Diluted | $ | 0.33 | $ | 0.24 | $ | 0.72 | $ | 0.51 | |||||||||||||||
| (Unaudited) | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Net Income | $ | 761 | $ | 549 | $ | 1,646 | $ | 1,183 | |||||||||||||||
| Other Comprehensive Income | |||||||||||||||||||||||
Pension and other postretirement benefit plans obligations (net of taxes of $0, $0, $0, and $0 respectively) | — | — | 1 | 1 | |||||||||||||||||||
Net unrealized gains (losses) on available-for-sale securities (net of taxes of $1, $3, $4, and $5 respectively) | (2) | 8 | (9) | 14 | |||||||||||||||||||
| Total other comprehensive income (loss) | (2) | 8 | (8) | 15 | |||||||||||||||||||
| Comprehensive Income | 759 | 557 | 1,638 | 1,198 | |||||||||||||||||||
| Preferred stock dividend requirement | 28 | 28 | 55 | 55 | |||||||||||||||||||
Comprehensive Income Available for Common Shareholders | $ | 731 | $ | 529 | $ | 1,583 | $ | 1,143 | |||||||||||||||
| (Unaudited) | |||||||||||
| Balance at | |||||||||||
| June 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | $ | 972 | $ | 713 | |||||||
Restricted cash and restricted cash equivalents (includes $215 million and $225 million related to VIEs at respective dates) | 249 | 259 | |||||||||
| Accounts receivable | |||||||||||
Customers (net of allowance for doubtful accounts of $402 million and $408 million at respective dates) (includes $1.6 billion and $1.9 billion related to VIEs, net of allowance for doubtful accounts of $400 million and $408 million at respective dates) | 1,884 | 2,267 | |||||||||
Accrued unbilled revenue (includes $1.7 billion and $1.3 billion related to VIEs at respective dates) | 1,909 | 1,463 | |||||||||
| Regulatory balancing accounts | 5,380 | 6,300 | |||||||||
Other (net of allowance for doubtful accounts of $19 million and $69 million at respective dates) | 1,822 | 1,719 | |||||||||
| Regulatory assets | 196 | 305 | |||||||||
| Inventories | |||||||||||
| Gas stored underground and fuel oil | 70 | 75 | |||||||||
| Materials and supplies | 785 | 745 | |||||||||
| Wildfire Fund asset | 291 | 297 | |||||||||
| Wildfire self-insurance asset | 1,059 | 1,043 | |||||||||
| Other | 787 | 644 | |||||||||
| Total current assets | 15,404 | 15,830 | |||||||||
| Property, Plant, and Equipment | |||||||||||
| Property, Plant, and Equipment | 133,883 | 128,989 | |||||||||
| Construction work in progress | 4,810 | 4,627 | |||||||||
| Financing lease ROU asset and other | — | 2 | |||||||||
| Total property, plant, and equipment | 138,693 | 133,618 | |||||||||
| Accumulated depreciation | (38,512) | (37,270) | |||||||||
| Net property, plant, and equipment | 100,181 | 96,348 | |||||||||
| Other Noncurrent Assets | |||||||||||
| Regulatory assets | 16,125 | 15,981 | |||||||||
| Customer credit trust | 553 | 804 | |||||||||
| Nuclear decommissioning trusts | 4,431 | 4,230 | |||||||||
| Operating lease ROU asset | 485 | 450 | |||||||||
| Wildfire Fund asset | 3,508 | 3,728 | |||||||||
Other (includes noncurrent accounts receivable of $77 million and $67 million related to VIEs, net of noncurrent allowance for doubtful accounts of $19 million and $15 million at respective dates) | 4,389 | 4,240 | |||||||||
| Total other noncurrent assets | 29,491 | 29,433 | |||||||||
| TOTAL ASSETS | $ | 145,076 | $ | 141,611 | |||||||
| (Unaudited) | |||||||||||
| Balance at | |||||||||||
| June 30, 2026 | December 31, 2025 | ||||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current Liabilities | |||||||||||
| Short-term borrowings | $ | 1,375 | $ | 2,675 | |||||||
Long-term debt, classified as current (includes $226 million and $221 million related to VIEs at respective dates) | 1,075 | 821 | |||||||||
| Accounts payable | |||||||||||
| Trade creditors | 3,009 | 3,353 | |||||||||
| Regulatory balancing accounts | 2,142 | 3,119 | |||||||||
| Other | 915 | 929 | |||||||||
| Operating lease liabilities | 91 | 90 | |||||||||
Interest payable (includes $70 million and $72 million related to VIEs at respective dates) | 833 | 764 | |||||||||
| Wildfire-related claims | 309 | 524 | |||||||||
| Other | 2,918 | 4,025 | |||||||||
| Total current liabilities | 12,667 | 16,300 | |||||||||
| Noncurrent Liabilities | |||||||||||
Long-term debt (includes $11.6 billion and $11.7 billion related to VIEs at respective dates) | 61,768 | 57,387 | |||||||||
| Regulatory liabilities | 20,385 | 20,188 | |||||||||
| Pension and other postretirement benefits | 517 | 549 | |||||||||
| Asset retirement obligations | 5,581 | 5,439 | |||||||||
| Deferred income taxes | 4,717 | 4,135 | |||||||||
| Operating lease liabilities | 394 | 360 | |||||||||
| Financing lease liabilities | — | 2 | |||||||||
| Other | 4,894 | 4,459 | |||||||||
| Total noncurrent liabilities | 98,256 | 92,519 | |||||||||
| Equity | |||||||||||
| Shareholders’ Equity | |||||||||||
| Mandatory convertible preferred stock | 1,579 | 1,579 | |||||||||
Common stock, no par value, authorized 3,600,000,000 and 3,600,000,000 shares at respective dates; 2,202,366,726 and 2,197,942,874 shares outstanding at respective dates | 31,636 | 31,636 | |||||||||
| Reinvested earnings | 719 | (650) | |||||||||
| Accumulated other comprehensive loss | (33) | (25) | |||||||||
| Total shareholders’ equity | 33,901 | 32,540 | |||||||||
| Noncontrolling Interest - Preferred Stock of Subsidiary | 252 | 252 | |||||||||
| Total equity | 34,153 | 32,792 | |||||||||
| TOTAL LIABILITIES AND EQUITY | $ | 145,076 | $ | 141,611 | |||||||
| (Unaudited) | |||||||||||
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash Flows from Operating Activities | |||||||||||
| Net income | $ | 1,646 | $ | 1,183 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation, amortization, and decommissioning | 2,228 | 2,170 | |||||||||
| Bad debt expense | 119 | 241 | |||||||||
| Allowance for equity funds used during construction | (101) | (97) | |||||||||
| Deferred income taxes and tax credits, net | 585 | 472 | |||||||||
| Wildfire Fund expense | 228 | 185 | |||||||||
| Other | 42 | (29) | |||||||||
| Effect of changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | (356) | (562) | |||||||||
| Wildfire-related insurance receivable | 120 | (133) | |||||||||
| Inventories | (35) | 34 | |||||||||
| Accounts payable | (81) | 188 | |||||||||
Wildfire-related claims | (215) | (129) | |||||||||
| Other current assets and liabilities | (805) | (76) | |||||||||
| Regulatory assets, liabilities, and balancing accounts, net | (211) | 750 | |||||||||
| Other noncurrent assets and liabilities | 172 | (292) | |||||||||
| Net cash provided by operating activities | 3,336 | 3,905 | |||||||||
| Cash Flows from Investing Activities | |||||||||||
| Capital expenditures | (6,323) | (5,700) | |||||||||
| Proceeds from sales and maturities of nuclear decommissioning trust investments | 1,164 | 779 | |||||||||
| Purchases of nuclear decommissioning trust investments | (1,202) | (809) | |||||||||
| Proceeds from sales and maturities of customer credit trust investments | 283 | 196 | |||||||||
| Purchases of customer credit investments | (25) | (693) | |||||||||
| Proceeds from sales and maturities of self-insurance investments | 627 | 186 | |||||||||
| Purchases of self-insurance investments | (694) | (237) | |||||||||
| Other | 11 | 10 | |||||||||
Net cash used in investing activities | (6,159) | (6,268) | |||||||||
| Cash Flows from Financing Activities | |||||||||||
| Borrowings under credit facilities | 4,788 | 515 | |||||||||
| Repayments under credit facilities | (5,228) | (325) | |||||||||
| Repayments under term loan | (860) | — | |||||||||
Proceeds from issuance of long-term debt, net of premium, discount and issuance costs of $33 and $27 at respective dates | 5,367 | 2,973 | |||||||||
| Repayments of long-term debt | (600) | (1,050) | |||||||||
| Repayment of AB 1054 recovery bonds | (40) | (48) | |||||||||
| Repayment of SB 901 recovery bonds | (69) | (67) | |||||||||
| Common stock dividends paid | (220) | (110) | |||||||||
| Mandatory convertible preferred stock dividends paid | (48) | (48) | |||||||||
| Other | (18) | 25 | |||||||||
| Net cash provided by financing activities | 3,072 | 1,865 | |||||||||
| Supplemental disclosures of cash flow information | |||||||||||
| Cash paid for: | |||||||||||
| Interest, net of amounts capitalized | $ | (1,397) | $ | (1,282) | |||||||
| Income taxes, net | (165) | — | |||||||||
Supplemental disclosures of noncash investing and financing activities | |||||||||||
| Capital expenditures financed through accounts payable | $ | 1,479 | $ | 1,009 | |||||||
| Operating lease liabilities arising from ROU assets | 68 | — | |||||||||
| DWR loan forgiveness and performance-based disbursements | 4 | 78 | |||||||||
| Common stock dividends declared but not yet paid | 111 | 55 | |||||||||
| Mandatory convertible preferred stock dividends declared but not yet paid | 24 | 24 | |||||||||
| Capital expenditures financed through current assets and noncurrent liabilities | — | 592 | |||||||||
| Preferred Stock | Common Stock | Reinvested Earnings | Accumulated Other Comprehensive Income (Loss) | Total Shareholders' Equity | Non- controlling Interest - Preferred Stock of Subsidiary | Total Equity | |||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | 1,579 | 2,197,942,874 | $ | 31,636 | $ | (650) | $ | (25) | $ | 32,540 | $ | 252 | $ | 32,792 | ||||||||||||||||||||||||||||||||
| Net income | — | — | — | 885 | — | 885 | — | 885 | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | (6) | (6) | — | (6) | |||||||||||||||||||||||||||||||||||||||
Common stock issued, net | — | 4,281,854 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation amortization | — | — | (31) | — | — | (31) | — | (31) | |||||||||||||||||||||||||||||||||||||||
| Common stock dividends declared | — | — | — | (111) | — | (111) | — | (111) | |||||||||||||||||||||||||||||||||||||||
Preferred stock dividend requirement | — | — | — | (27) | — | (27) | — | (27) | |||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | 1,579 | 2,202,224,728 | $ | 31,605 | $ | 97 | $ | (31) | $ | 33,250 | $ | 252 | $ | 33,502 | ||||||||||||||||||||||||||||||||
| Net income | — | — | — | 761 | — | 761 | — | 761 | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | (2) | (2) | — | (2) | |||||||||||||||||||||||||||||||||||||||
| Common stock issued, net | — | 141,998 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation amortization | — | — | 31 | — | — | 31 | — | 31 | |||||||||||||||||||||||||||||||||||||||
| Common stock dividends declared | — | — | — | (111) | — | (111) | — | (111) | |||||||||||||||||||||||||||||||||||||||
| Preferred stock dividend requirement | — | — | — | (28) | — | (28) | — | (28) | |||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | 1,579 | 2,202,366,726 | $ | 31,636 | $ | 719 | $ | (33) | $ | 33,901 | $ | 252 | $ | 34,153 | ||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Reinvested Earnings | Accumulated Other Comprehensive Income (Loss) | Total Shareholders' Equity | Non- controlling Interest - Preferred Stock of Subsidiary | Total Equity | |||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | 1,579 | 2,193,573,536 | $ | 31,555 | $ | (2,966) | $ | (19) | $ | 30,149 | $ | 252 | $ | 30,401 | ||||||||||||||||||||||||||||||||
| Net income | — | — | — | 634 | — | 634 | — | 634 | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | 7 | 7 | — | 7 | |||||||||||||||||||||||||||||||||||||||
Common stock issued, net | — | 4,111,477 | (1) | — | — | (1) | — | (1) | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation amortization | — | — | (22) | — | — | (22) | — | (22) | |||||||||||||||||||||||||||||||||||||||
| Common stock dividends declared | — | — | — | (55) | — | (55) | — | (55) | |||||||||||||||||||||||||||||||||||||||
Preferred stock dividend requirement | — | — | — | (27) | — | (27) | — | (27) | |||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | 1,579 | 2,197,685,013 | $ | 31,532 | $ | (2,414) | $ | (12) | $ | 30,685 | $ | 252 | $ | 30,937 | ||||||||||||||||||||||||||||||||
| Net income | — | — | — | 549 | — | 549 | — | 549 | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | 8 | 8 | — | 8 | |||||||||||||||||||||||||||||||||||||||
| Common stock issued, net | — | 152,389 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation amortization | — | — | 28 | — | — | 28 | — | 28 | |||||||||||||||||||||||||||||||||||||||
| Common stock dividends declared | — | — | — | (56) | — | (56) | — | (56) | |||||||||||||||||||||||||||||||||||||||
| Preferred stock dividend requirement | — | — | — | (28) | — | (28) | — | (28) | |||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | 1,579 | 2,197,837,402 | $ | 31,560 | $ | (1,949) | $ | (4) | $ | 31,186 | $ | 252 | $ | 31,438 | ||||||||||||||||||||||||||||||||
| (Unaudited) | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Operating Revenues | |||||||||||||||||||||||
| Electric | $ | 4,388 | $ | 4,414 | $ | 9,355 | $ | 8,549 | |||||||||||||||
| Natural gas | 1,514 | 1,484 | 3,428 | 3,332 | |||||||||||||||||||
| Total operating revenues | 5,902 | 5,898 | 12,783 | 11,881 | |||||||||||||||||||
| Operating Expenses | |||||||||||||||||||||||
| Cost of electricity | 800 | 599 | 1,361 | 998 | |||||||||||||||||||
| Cost of natural gas | 115 | 111 | 585 | 607 | |||||||||||||||||||
| Operating and maintenance | 2,537 | 2,854 | 5,641 | 5,492 | |||||||||||||||||||
| Wildfire-related claims, net of recoveries | — | 50 | — | 99 | |||||||||||||||||||
| Wildfire Fund expense | 126 | 109 | 228 | 185 | |||||||||||||||||||
| Depreciation, amortization, and decommissioning | 1,062 | 1,073 | 2,228 | 2,170 | |||||||||||||||||||
Total operating expenses | 4,640 | 4,796 | 10,043 | 9,551 | |||||||||||||||||||
Operating Income | 1,262 | 1,102 | 2,740 | 2,330 | |||||||||||||||||||
| Interest income | 107 | 179 | 223 | 293 | |||||||||||||||||||
| Interest expense | (699) | (713) | (1,416) | (1,368) | |||||||||||||||||||
| Other income, net | 100 | 83 | 218 | 154 | |||||||||||||||||||
Income Before Income Taxes | 770 | 651 | 1,765 | 1,409 | |||||||||||||||||||
Income tax provision (benefit) | (61) | 39 | (20) | 102 | |||||||||||||||||||
Net Income | 831 | 612 | 1,785 | 1,307 | |||||||||||||||||||
| Preferred stock dividend requirement | 4 | 4 | 7 | 7 | |||||||||||||||||||
Income Available for Common Stock | $ | 827 | $ | 608 | $ | 1,778 | $ | 1,300 | |||||||||||||||
| (Unaudited) | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Net Income | $ | 831 | $ | 612 | $ | 1,785 | $ | 1,307 | |||||||||||||||
| Other Comprehensive Income | |||||||||||||||||||||||
Pension and other postretirement benefit plans obligations (net of taxes of $0, $0, $0, and $0 respectively) | — | — | — | 1 | |||||||||||||||||||
Net unrealized gains (losses) on available-for-sale securities (net of taxes of $1, $3, $4, and $5 respectively) | (3) | 8 | (9) | 14 | |||||||||||||||||||
| Total other comprehensive income (loss) | (3) | 8 | (9) | 15 | |||||||||||||||||||
| Comprehensive Income | $ | 828 | $ | 620 | $ | 1,776 | $ | 1,322 | |||||||||||||||
| (Unaudited) | |||||||||||
| Balance at | |||||||||||
| June 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | $ | 256 | $ | 353 | |||||||
Restricted cash and restricted cash equivalents (includes $215 million and $225 million related to VIEs at respective dates) | 248 | 258 | |||||||||
| Accounts receivable | |||||||||||
Customers (net of allowance for doubtful accounts of $402 million and $408 million at respective dates) (includes $1.6 billion and $1.9 billion related to VIEs, net of allowance for doubtful accounts of $400 million and $408 million at respective dates) | 1,884 | 2,267 | |||||||||
Accrued unbilled revenue (includes $1.7 billion and $1.3 billion related to VIEs at respective dates) | 1,909 | 1,463 | |||||||||
| Regulatory balancing accounts | 5,380 | 6,300 | |||||||||
Other (net of allowance for doubtful accounts of $19 million and $69 million at respective dates) | 1,830 | 1,725 | |||||||||
| Regulatory assets | 196 | 305 | |||||||||
| Inventories | |||||||||||
| Gas stored underground and fuel oil | 70 | 75 | |||||||||
| Materials and supplies | 785 | 745 | |||||||||
| Wildfire Fund asset | 291 | 297 | |||||||||
| Wildfire self-insurance asset | 1,059 | 1,043 | |||||||||
| Other | 804 | 643 | |||||||||
| Total current assets | 14,712 | 15,474 | |||||||||
| Property, Plant, and Equipment | |||||||||||
| Property, Plant, and Equipment | 133,883 | 128,989 | |||||||||
| Construction work in progress | 4,809 | 4,626 | |||||||||
| Financing lease ROU asset and other | — | 2 | |||||||||
| Total property, plant, and equipment | 138,692 | 133,617 | |||||||||
| Accumulated depreciation | (38,511) | (37,269) | |||||||||
| Net property, plant, and equipment | 100,181 | 96,348 | |||||||||
| Other Noncurrent Assets | |||||||||||
| Regulatory assets | 16,125 | 15,981 | |||||||||
| Customer credit trust | 553 | 804 | |||||||||
| Nuclear decommissioning trusts | 4,431 | 4,230 | |||||||||
| Operating lease ROU asset | 481 | 445 | |||||||||
| Wildfire Fund asset | 3,508 | 3,728 | |||||||||
Other (includes noncurrent accounts receivable of $77 million and $67 million related to VIEs, net of noncurrent allowance for doubtful accounts of $19 million and $15 million at respective dates) | 4,192 | 4,073 | |||||||||
| Total other noncurrent assets | 29,290 | 29,261 | |||||||||
| TOTAL ASSETS | $ | 144,183 | $ | 141,083 | |||||||
| (Unaudited) | |||||||||||
| Balance at | |||||||||||
| June 30, 2026 | December 31, 2025 | ||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||
| Current Liabilities | |||||||||||
| Short-term borrowings | $ | 1,375 | $ | 2,675 | |||||||
Long-term debt, classified as current (includes $226 million and $221 million related to VIEs at respective dates) | 1,075 | 821 | |||||||||
| Accounts payable | |||||||||||
| Trade creditors | 3,006 | 3,352 | |||||||||
| Regulatory balancing accounts | 2,142 | 3,119 | |||||||||
| Other | 876 | 844 | |||||||||
| Operating lease liabilities | 91 | 90 | |||||||||
Interest payable (includes $70 million and $72 million related to VIEs at respective dates) | 716 | 673 | |||||||||
| Wildfire-related claims | 309 | 524 | |||||||||
| Other | 2,725 | 3,710 | |||||||||
Total current liabilities | 12,315 | 15,808 | |||||||||
| Noncurrent Liabilities | |||||||||||
Long-term debt (includes $11.6 billion and $11.7 billion related to VIEs at respective dates) | 55,155 | 51,766 | |||||||||
| Regulatory liabilities | 20,385 | 20,188 | |||||||||
| Pension and other postretirement benefits | 450 | 482 | |||||||||
| Asset retirement obligations | 5,581 | 5,439 | |||||||||
| Deferred income taxes | 5,352 | 4,732 | |||||||||
| Operating lease liabilities | 390 | 355 | |||||||||
| Financing lease liabilities | — | 2 | |||||||||
| Other | 4,902 | 4,474 | |||||||||
| Total noncurrent liabilities | 92,215 | 87,438 | |||||||||
| Shareholders’ Equity | |||||||||||
| Preferred stock | 258 | 258 | |||||||||
Common stock, $5 par value, authorized 800,000,000 shares; 800,000,000 shares outstanding at respective dates | 1,322 | 1,322 | |||||||||
| Additional paid-in capital | 38,802 | 37,505 | |||||||||
| Reinvested earnings | (697) | (1,225) | |||||||||
| Accumulated other comprehensive loss | (32) | (23) | |||||||||
| Total shareholders’ equity | 39,653 | 37,837 | |||||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 144,183 | $ | 141,083 | |||||||
| (Unaudited) | |||||||||||
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash Flows from Operating Activities | |||||||||||
| Net income | $ | 1,785 | $ | 1,307 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation, amortization, and decommissioning | 2,228 | 2,170 | |||||||||
| Bad debt expense | 119 | 241 | |||||||||
| Allowance for equity funds used during construction | (101) | (97) | |||||||||
| Deferred income taxes and tax credits, net | 622 | 498 | |||||||||
| Wildfire Fund expense | 228 | 185 | |||||||||
| Other | 35 | (40) | |||||||||
| Effect of changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | (358) | (564) | |||||||||
| Wildfire-related insurance receivable | 120 | (133) | |||||||||
| Inventories | (35) | 34 | |||||||||
| Accounts payable | (34) | 188 | |||||||||
| Wildfire-related claims | (215) | (129) | |||||||||
| Other current assets and liabilities | (740) | (35) | |||||||||
| Regulatory assets, liabilities, and balancing accounts, net | (211) | 749 | |||||||||
| Other noncurrent assets and liabilities | 196 | (287) | |||||||||
| Net cash provided by operating activities | 3,639 | 4,087 | |||||||||
| Cash Flows from Investing Activities | |||||||||||
| Capital expenditures | (6,323) | (5,700) | |||||||||
| Proceeds from sales and maturities of nuclear decommissioning trust investments | 1,164 | 779 | |||||||||
| Purchases of nuclear decommissioning trust investments | (1,202) | (809) | |||||||||
| Proceeds from sales and maturities of customer credit trust investments | 283 | 196 | |||||||||
| Purchases of customer credit investments | (25) | (693) | |||||||||
| Proceeds from sales and maturities of self-insurance investments | 627 | 186 | |||||||||
| Purchases of self-insurance investments | (694) | (237) | |||||||||
| Other | 11 | 10 | |||||||||
Net cash used in investing activities | (6,159) | (6,268) | |||||||||
| Cash Flows from Financing Activities | |||||||||||
| Borrowings under credit facilities | 4,788 | 515 | |||||||||
| Repayments under credit facilities | (5,228) | (325) | |||||||||
| Repayments under term loan | (860) | — | |||||||||
Proceeds from issuance of long-term debt, net of premium, discount and issuance costs of $23 and $27 at respective dates | 4,377 | 2,973 | |||||||||
| Repayments of long-term debt | (600) | (1,050) | |||||||||
| Repayment of AB 1054 recovery bonds | (40) | (48) | |||||||||
| Repayment of SB 901 recovery bonds | (69) | (67) | |||||||||
| Preferred stock dividends paid | (7) | (7) | |||||||||
| Common stock dividends paid | (1,250) | (1,150) | |||||||||
| Equity contribution from PG&E Corporation | 1,297 | 775 | |||||||||
| Other | 5 | 45 | |||||||||
| Net cash provided by financing activities | 2,413 | 1,661 | |||||||||
| Net change in cash, cash equivalents, restricted cash, and restricted cash equivalents | (107) | (520) | |||||||||
| Cash, cash equivalents, restricted cash, and restricted cash equivalents at January 1 | 611 | 977 | |||||||||
| Cash, cash equivalents, restricted cash, and restricted cash equivalents at June 30 | $ | 504 | $ | 457 | |||||||
| Less: Restricted cash and restricted cash equivalents | (248) | (221) | |||||||||
| Cash and cash equivalents at June 30 | $ | 256 | $ | 236 | |||||||
| Supplemental disclosures of cash flow information | |||||||||||
| Cash paid for: | |||||||||||
| Interest, net of amounts capitalized | $ | (1,245) | $ | (1,129) | |||||||
| Income taxes, net | (230) | — | |||||||||
Supplemental disclosures of noncash investing and financing activities | |||||||||||
| Capital expenditures financed through accounts payable | $ | 1,479 | $ | 1,009 | |||||||
| Operating lease liabilities arising from obtaining ROU assets | 68 | — | |||||||||
| DWR loan forgiveness and performance-based disbursements | 4 | 78 | |||||||||
| Capital expenditures financed through current assets and noncurrent liabilities | — | 592 | |||||||||
| Preferred Stock | Common Stock | Additional Paid-in Capital | Reinvested Earnings | Accumulated Other Comprehensive Income (Loss) | Total Shareholders' Equity | ||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | 258 | $ | 1,322 | $ | 37,505 | $ | (1,225) | $ | (23) | $ | 37,837 | |||||||||||||||||||||||
| Net income | — | — | — | 954 | — | 954 | |||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | (6) | (6) | |||||||||||||||||||||||||||||
| Equity contribution | — | — | 977 | — | — | 977 | |||||||||||||||||||||||||||||
| Common stock dividend | — | — | — | (625) | — | (625) | |||||||||||||||||||||||||||||
Preferred stock dividend requirement | — | — | — | (3) | — | (3) | |||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | 258 | $ | 1,322 | $ | 38,482 | $ | (899) | $ | (29) | $ | 39,134 | |||||||||||||||||||||||
| Net income | — | — | — | 831 | — | 831 | |||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | (3) | (3) | |||||||||||||||||||||||||||||
| Equity contribution | — | — | 320 | — | — | 320 | |||||||||||||||||||||||||||||
| Common stock dividend | — | — | — | (625) | — | (625) | |||||||||||||||||||||||||||||
Preferred stock dividend requirement | — | — | — | (4) | — | (4) | |||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | 258 | $ | 1,322 | $ | 38,802 | $ | (697) | $ | (32) | $ | 39,653 | |||||||||||||||||||||||
| Preferred Stock | Common Stock | Additional Paid-in Capital | Reinvested Earnings | Accumulated Other Comprehensive Income (Loss) | Total Shareholders' Equity | ||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | 258 | $ | 1,322 | $ | 35,930 | $ | (1,940) | $ | (20) | $ | 35,550 | |||||||||||||||||||||||
| Net income | — | — | — | 695 | — | 695 | |||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | 7 | 7 | |||||||||||||||||||||||||||||
| Equity contribution | — | — | 450 | — | — | 450 | |||||||||||||||||||||||||||||
| Common stock dividend | — | — | — | (575) | — | (575) | |||||||||||||||||||||||||||||
| Preferred stock dividend requirement | — | — | — | (3) | — | (3) | |||||||||||||||||||||||||||||
Balance at March 31, 2025 | $ | 258 | $ | 1,322 | $ | 36,380 | $ | (1,823) | $ | (13) | $ | 36,124 | |||||||||||||||||||||||
| Net income | — | — | — | 612 | — | 612 | |||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | 8 | 8 | |||||||||||||||||||||||||||||
| Equity contribution | — | — | 325 | — | — | 325 | |||||||||||||||||||||||||||||
| Common stock dividend | — | — | — | (575) | — | (575) | |||||||||||||||||||||||||||||
| Preferred stock dividend requirement | — | — | — | (4) | — | (4) | |||||||||||||||||||||||||||||
Balance at June 30, 2025 | $ | 258 | $ | 1,322 | $ | 36,705 | $ | (1,790) | $ | (5) | $ | 36,490 | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Electric | |||||||||||||||||||||||
| Revenue from contracts with customers | |||||||||||||||||||||||
| Residential | $ | 1,784 | $ | 1,421 | $ | 3,591 | $ | 3,255 | |||||||||||||||
| Commercial | 1,736 | 1,613 | 3,328 | 3,119 | |||||||||||||||||||
| Industrial | 454 | 386 | 892 | 800 | |||||||||||||||||||
| Agricultural | 490 | 478 | 695 | 677 | |||||||||||||||||||
| Public street and highway lighting | 27 | 26 | 53 | 53 | |||||||||||||||||||
Other, net (1) | 538 | 665 | 831 | 754 | |||||||||||||||||||
| Total revenue from contracts with customers - electric | 5,029 | 4,589 | 9,390 | 8,658 | |||||||||||||||||||
Regulatory balancing accounts (2) | (641) | (175) | (35) | (109) | |||||||||||||||||||
| Total electric operating revenue | $ | 4,388 | $ | 4,414 | $ | 9,355 | $ | 8,549 | |||||||||||||||
| Natural gas | |||||||||||||||||||||||
| Revenue from contracts with customers | |||||||||||||||||||||||
| Residential | $ | 355 | $ | 430 | $ | 1,835 | $ | 2,139 | |||||||||||||||
| Commercial | 181 | 222 | 549 | 621 | |||||||||||||||||||
| Transportation service only | 374 | 456 | 864 | 1,002 | |||||||||||||||||||
Other, net (1) | (42) | (147) | (364) | (267) | |||||||||||||||||||
| Total revenue from contracts with customers - gas | 868 | 961 | 2,884 | 3,495 | |||||||||||||||||||
Regulatory balancing accounts (2) | 646 | 523 | 544 | (163) | |||||||||||||||||||
| Total natural gas operating revenue | 1,514 | 1,484 | 3,428 | 3,332 | |||||||||||||||||||
| Total operating revenues | $ | 5,902 | $ | 5,898 | $ | 12,783 | $ | 11,881 | |||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
(in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
Long-term debt: | ||||||||||||||||||||||||||
Beginning Balance - DWR loan outstanding | $ | 734 | $ | 812 | $ | 738 | $ | 886 | ||||||||||||||||||
Operating Expenses: | ||||||||||||||||||||||||||
Performance-based disbursements | — | (10) | — | (18) | ||||||||||||||||||||||
| — | — | (4) | (57) | |||||||||||||||||||||||
Other current liabilities: | ||||||||||||||||||||||||||
Change in performance-based disbursements deferred | — | 6 | — | (3) | ||||||||||||||||||||||
Other noncurrent assets: | ||||||||||||||||||||||||||
Loan forgiveness and other adjustments | (25) | — | (25) | — | ||||||||||||||||||||||
Long-term debt: | ||||||||||||||||||||||||||
| $ | 709 | $ | 808 | $ | 709 | $ | 808 | |||||||||||||||||||
| Pension Benefits | Other Benefits | ||||||||||||||||||||||
| Three Months Ended June 30, | |||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
Service cost for benefits earned (1) | $ | 115 | $ | 106 | $ | 11 | $ | 10 | |||||||||||||||
| Interest cost | 256 | 252 | 20 | 19 | |||||||||||||||||||
| Expected return on plan assets | (307) | (264) | (39) | (38) | |||||||||||||||||||
| Amortization of prior service cost (credit) | — | — | — | — | |||||||||||||||||||
| Amortization of net actuarial loss (gain) | — | 1 | (4) | (5) | |||||||||||||||||||
| Net periodic benefit cost | 64 | 95 | (12) | (14) | |||||||||||||||||||
Regulatory account transfer (2) | 20 | (10) | — | — | |||||||||||||||||||
| Total | $ | 84 | $ | 85 | $ | (12) | $ | (14) | |||||||||||||||
| Pension Benefits | Other Benefits | ||||||||||||||||||||||
| Six Months Ended June 30, | |||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
Service cost for benefits earned (1) | $ | 230 | $ | 212 | $ | 22 | $ | 19 | |||||||||||||||
| Interest cost | 512 | 504 | 40 | 37 | |||||||||||||||||||
| Expected return on plan assets | (614) | (527) | (78) | (75) | |||||||||||||||||||
| Amortization of prior service cost (credit) | (1) | (1) | 1 | 1 | |||||||||||||||||||
| Amortization of net actuarial loss (gain) | 1 | 1 | (8) | (11) | |||||||||||||||||||
| Net periodic benefit cost | 128 | 189 | (23) | (29) | |||||||||||||||||||
Regulatory account transfer (2) | 40 | (20) | — | — | |||||||||||||||||||
| Total | $ | 168 | $ | 169 | $ | (23) | $ | (29) | |||||||||||||||
| Pension Benefits | Other Benefits | Available-for-Sale Securities(2) | Total | ||||||||||||||||||||
| (in millions, net of income tax) | Three Months Ended June 30, 2026 | ||||||||||||||||||||||
| Beginning balance | $ | (47) | $ | 19 | $ | 2 | $ | (26) | |||||||||||||||
| Other comprehensive income before reclassification | |||||||||||||||||||||||
Loss on investments (net of taxes of $0, $0 and $1, respectively) | — | — | (3) | (3) | |||||||||||||||||||
Amounts reclassified from other comprehensive income: (1) | |||||||||||||||||||||||
Amortization of prior service cost (gain) (net of taxes of $0, $0 and $0, respectively) | (1) | 1 | — | — | |||||||||||||||||||
Amortization of net actuarial loss (gain) (net of taxes of $0, $1, and $0, respectively) | 1 | (3) | — | (2) | |||||||||||||||||||
Regulatory account transfer (net of taxes of $0, $1, and $0, respectively) | 1 | 2 | — | 3 | |||||||||||||||||||
| Net current period other comprehensive gain (loss) | 1 | — | (3) | (2) | |||||||||||||||||||
| Ending balance | $ | (46) | $ | 19 | $ | (1) | $ | (28) | |||||||||||||||
| Pension Benefits | Other Benefits | Available-for-Sale Securities(2) | Total | ||||||||||||||||||||
| (in millions, net of income tax) | Three Months Ended June 30, 2025 | ||||||||||||||||||||||
| Beginning balance | $ | (35) | $ | 18 | $ | 10 | $ | (7) | |||||||||||||||
| Other comprehensive income before reclassification | |||||||||||||||||||||||
Gain on investments (net of taxes of $0, $0, and $3 respectively) | — | — | 7 | 7 | |||||||||||||||||||
Amounts reclassified from other comprehensive income: (1) | |||||||||||||||||||||||
Amortization of prior service cost (gain) (net of taxes of $0, $0, and $0, respectively) | (1) | 1 | — | — | |||||||||||||||||||
Amortization of net actuarial loss (gain) (net of taxes of $0, $2, and $0, respectively) | 1 | (4) | — | (3) | |||||||||||||||||||
Regulatory account transfer (net of taxes of $0, $2, and $0, respectively) | 1 | 3 | — | 4 | |||||||||||||||||||
| Net current period other comprehensive gain | 1 | — | 7 | 8 | |||||||||||||||||||
| Ending balance | $ | (34) | $ | 18 | $ | 17 | $ | 1 | |||||||||||||||
| Pension Benefits | Other Benefits | Available-for-Sale Securities(2) | Total | ||||||||||||||||||||
| (in millions, net of income tax) | Six Months Ended June 30, 2026 | ||||||||||||||||||||||
| Beginning balance | $ | (47) | $ | 19 | $ | 8 | $ | (20) | |||||||||||||||
| Other comprehensive income before reclassification | |||||||||||||||||||||||
Loss on investments (net of taxes of $0,$0, and $4, respectively) | — | — | (9) | (9) | |||||||||||||||||||
Unrecognized net actuarial gain (net of taxes of $0, $0 and $0, respectively) | 1 | — | — | 1 | |||||||||||||||||||
Amounts reclassified from other comprehensive income: (1) | |||||||||||||||||||||||
Amortization of prior service cost (net of taxes of $0, $0, and $0, respectively) | (1) | 1 | — | — | |||||||||||||||||||
Amortization of net actuarial loss (gain) (net of taxes of $0, $2, and $0, respectively) | 1 | (5) | — | (4) | |||||||||||||||||||
Regulatory account transfer (net of taxes of $0,$2, and $0, respectively) | — | 4 | — | 4 | |||||||||||||||||||
| Net current period other comprehensive gain (loss) | 1 | — | (9) | (8) | |||||||||||||||||||
| Ending balance | $ | (46) | $ | 19 | $ | (1) | $ | (28) | |||||||||||||||
| Pension Benefits | Other Benefits | Available-for-Sale Securities(2) | Total | ||||||||||||||||||||
| (in millions, net of income tax) | Six Months Ended June 30, 2025 | ||||||||||||||||||||||
| Beginning balance | $ | (35) | $ | 18 | $ | 3 | $ | (14) | |||||||||||||||
| Other comprehensive income before reclassification | |||||||||||||||||||||||
Gain on investments (net of taxes of $0, $0, and $5, respectively) | — | — | 14 | 14 | |||||||||||||||||||
Amounts reclassified from other comprehensive income: (1) | |||||||||||||||||||||||
Amortization of prior service cost (net of taxes of $0, $0, and $0, respectively) | (1) | 1 | — | — | |||||||||||||||||||
Amortization of net actuarial loss (gain) (net of taxes of $0, $3, and $0, respectively) | 1 | (8) | — | (7) | |||||||||||||||||||
Regulatory account transfer (net of taxes of $0, $3, and $0, respectively) | 1 | 7 | — | 8 | |||||||||||||||||||
| Net current period other comprehensive gain | 1 | — | 14 | 15 | |||||||||||||||||||
| Ending balance | $ | (34) | $ | 18 | $ | 17 | $ | 1 | |||||||||||||||
| Balance at | |||||||||||
| (in millions) | June 30, 2026 | December 31, 2025 | |||||||||
Pension benefits | $ | 361 | $ | 400 | |||||||
| Environmental compliance costs | 1,132 | 1,158 | |||||||||
| Price risk management | 85 | 100 | |||||||||
Catastrophic event memorandum account | 500 | 666 | |||||||||
Wildfire-related accounts | 1,417 | 1,626 | |||||||||
| Deferred income taxes | 6,831 | 6,157 | |||||||||
| Financing costs | 195 | 202 | |||||||||
SB 901 securitization | 5,013 | 5,089 | |||||||||
| Other | 591 | 583 | |||||||||
| Total noncurrent regulatory assets | $ | 16,125 | $ | 15,981 | |||||||
| Balance at | |||||||||||
| (in millions) | June 30, 2026 | December 31, 2025 | |||||||||
Cost of removal obligations | $ | 9,792 | $ | 9,488 | |||||||
Public purpose programs | 1,194 | 1,169 | |||||||||
Employee benefit plans | 1,055 | 1,043 | |||||||||
Transmission tower wireless licenses | 250 | 257 | |||||||||
SB 901 securitization | 5,775 | 6,010 | |||||||||
Wildfire self-insurance | 1,048 | 1,035 | |||||||||
| Other | 1,271 | 1,186 | |||||||||
Total noncurrent regulatory liabilities | $ | 20,385 | $ | 20,188 | |||||||
| Balance at | |||||||||||
| (in millions) | June 30, 2026 | December 31, 2025 | |||||||||
Electric distribution | $ | 2,386 | $ | 1,465 | |||||||
Electric transmission | 151 | 122 | |||||||||
Gas distribution and transmission | 321 | 142 | |||||||||
Energy procurement | 1,437 | 2,711 | |||||||||
Public purpose programs | 200 | 151 | |||||||||
Wildfire-related accounts | 79 | 84 | |||||||||
Residential uncollectibles balancing accounts | 123 | 278 | |||||||||
Catastrophic event memorandum account | 27 | 181 | |||||||||
| Other | 656 | 1,166 | |||||||||
| Total regulatory balancing accounts receivable | $ | 5,380 | $ | 6,300 | |||||||
| Balance at | |||||||||||
| (in millions) | June 30, 2026 | December 31, 2025 | |||||||||
Electric transmission | $ | 3 | $ | 37 | |||||||
Gas distribution and transmission | — | 78 | |||||||||
Energy procurement | 483 | 1,502 | |||||||||
Public purpose programs | 602 | 472 | |||||||||
| SFGO sale | 40 | 83 | |||||||||
Wildfire-related accounts | 477 | 338 | |||||||||
Nuclear decommissioning adjustment mechanism | — | 1 | |||||||||
| Other | 537 | 608 | |||||||||
| Total regulatory balancing accounts payable | $ | 2,142 | $ | 3,119 | |||||||
| (in millions) | Termination Date | Maximum Facility Limit | Loans Outstanding | Letters of Credit Outstanding | Facility Availability | |||||||||||||||||||||||||||
| Utility revolving credit facility | June 2031 | $ | 6,250 | (1) | $ | (1,135) | $ | (224) | $ | 4,891 | ||||||||||||||||||||||
Utility Receivables Securitization Program (2) | June 2028 | 1,750 | (3) | (1,750) | — | — | (3) | |||||||||||||||||||||||||
| PG&E Corporation revolving credit facility | June 2029 | 650 | — | — | 650 | |||||||||||||||||||||||||||
| Total credit facilities | $ | 8,650 | $ | (2,885) | $ | (224) | $ | 5,541 | ||||||||||||||||||||||||
| SB 901 securitization regulatory asset | |||||||||||
(in millions) | 2026 | 2025 | |||||||||
Balance at January 1 | $ | 5,089 | $ | 5,194 | |||||||
Amortization | (76) | (55) | |||||||||
Balance at June 30 | $ | 5,013 | $ | 5,139 | |||||||
SB 901 securitization regulatory liability | |||||||||||
(in millions) | 2026 | 2025 | |||||||||
| Balance at January 1 | $ | (6,010) | $ | (6,295) | |||||||
Amortization | 238 | 194 | |||||||||
Additions(1) | (3) | (44) | |||||||||
Balance at June 30 | $ | (5,775) | $ | (6,145) | |||||||
| Security | Amount per Share | Aggregate amount (in millions) | Date of Declaration | Record Date | Payment Date | |||||||||||||||||||||||||||
| PG&E Corporation common stock | $ | 0.05 | $ | 110 | December 11, 2025 | December 31, 2025 | January 15, 2026 | |||||||||||||||||||||||||
| 0.05 | 111 | February 19, 2026 | March 31, 2026 | April 15, 2026 | ||||||||||||||||||||||||||||
| 0.05 | 111 | May 21, 2026 | June 30, 2026 | July 15, 2026 | ||||||||||||||||||||||||||||
| Utility common stock | (1) | 625 | February 19, 2026 | (1) | March 30, 2026 | |||||||||||||||||||||||||||
(1) | 625 | May 21, 2026 | (1) | June 30, 2026 | ||||||||||||||||||||||||||||
| PG&E Corporation mandatory convertible preferred stock | 0.75 | 24 | December 11, 2025 | February 13, 2026 | March 1, 2026 | |||||||||||||||||||||||||||
| 0.75 | 24 | February 19, 2026 | May 15, 2026 | June 1, 2026 | ||||||||||||||||||||||||||||
| 0.75 | 24 | May 21, 2026 | August 14, 2026 | September 1, 2026 | ||||||||||||||||||||||||||||
| Utility preferred stock | varies by series | 3.5 | December 11, 2025 | January 30, 2026 | February 15, 2026 | |||||||||||||||||||||||||||
| varies by series | 3.5 | February 19, 2026 | April 30, 2026 | May 15, 2026 | ||||||||||||||||||||||||||||
| varies by series | 3.5 | May 21, 2026 | July 31, 2026 | August 15, 2026 | ||||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in millions, except per share amounts) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Numerator | |||||||||||||||||||||||
| Income available for common shareholders, basic | $ | 733 | $ | 521 | $ | 1,591 | $ | 1,128 | |||||||||||||||
| Plus: Mandatory Convertible Preferred Stock dividends | 24 | — | 48 | — | |||||||||||||||||||
| Income available for common shareholders, diluted | $ | 757 | $ | 521 | $ | 1,639 | $ | 1,128 | |||||||||||||||
| Denominator | |||||||||||||||||||||||
Weighted average common shares outstanding, basic(1) | 2,202 | 2,198 | 2,201 | 2,196 | |||||||||||||||||||
| Dilutive effect of Employee stock-based compensation | 5 | 5 | 5 | 5 | |||||||||||||||||||
| Dilutive effect of Mandatory Convertible Preferred Stock | 78 | — | 78 | — | |||||||||||||||||||
| Weighted average common shares outstanding, diluted | 2,285 | 2,203 | 2,284 | 2,201 | |||||||||||||||||||
| Total income per common share: | |||||||||||||||||||||||
| Basic | $ | 0.33 | $ | 0.24 | $ | 0.72 | $ | 0.51 | |||||||||||||||
| Diluted | $ | 0.33 | $ | 0.24 | $ | 0.72 | $ | 0.51 | |||||||||||||||
| Contract Volume at | ||||||||||||||||||||
| Underlying Product | Instruments | June 30, 2026 | December 31, 2025 | |||||||||||||||||
Natural Gas (1) (MMBtus (2)) | Forwards, futures, and swaps | 202,727,575 | 232,825,834 | |||||||||||||||||
| Options | 39,745,000 | 48,215,000 | ||||||||||||||||||
| Electricity (MWh) | Forwards, futures, and swaps | 6,300,977 | 7,196,942 | |||||||||||||||||
| Options | 2,720,400 | 1,650,800 | ||||||||||||||||||
Congestion Revenue Rights (3) | 70,177,297 | 93,712,644 | ||||||||||||||||||
| Commodity Risk | |||||||||||||||||||||||
| (in millions) | Gross Derivative Balance | Netting | Cash Collateral | Total Derivative Balance | |||||||||||||||||||
| Current assets – other | $ | 124 | $ | (15) | $ | 14 | $ | 123 | |||||||||||||||
| Noncurrent assets – other | 141 | (1) | — | 140 | |||||||||||||||||||
| Current liabilities – other | (90) | 15 | 14 | (61) | |||||||||||||||||||
| Noncurrent liabilities – other | (86) | 1 | — | (85) | |||||||||||||||||||
| Total commodity risk | $ | 89 | $ | — | $ | 28 | $ | 117 | |||||||||||||||
| Commodity Risk | |||||||||||||||||||||||
| (in millions) | Gross Derivative Balance | Netting | Cash Collateral | Total Derivative Balance | |||||||||||||||||||
| Current assets – other | $ | 165 | $ | (46) | $ | — | $ | 119 | |||||||||||||||
| Noncurrent assets – other | 170 | (6) | — | 164 | |||||||||||||||||||
| Current liabilities – other | (169) | 46 | — | (123) | |||||||||||||||||||
| Noncurrent liabilities – other | (106) | 6 | — | (100) | |||||||||||||||||||
| Total commodity risk | $ | 60 | $ | — | $ | — | $ | 60 | |||||||||||||||
| Fair Value Measurements | |||||||||||||||||||||||||||||
At June 30, 2026 | |||||||||||||||||||||||||||||
| (in millions) | Level 1 | Level 2 | Level 3 | Netting (1) | Total | ||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||
Short-term investments | $ | 850 | $ | — | $ | — | $ | — | $ | 850 | |||||||||||||||||||
Self-insurance investments | |||||||||||||||||||||||||||||
| Short-term investments | 1,212 | — | — | — | 1,212 | ||||||||||||||||||||||||
Total Self-insurance investments (2) | 1,212 | — | — | — | 1,212 | ||||||||||||||||||||||||
| Nuclear decommissioning trusts | |||||||||||||||||||||||||||||
| Short-term investments | 37 | — | — | — | 37 | ||||||||||||||||||||||||
| Global equity securities | 2,553 | — | — | — | 2,553 | ||||||||||||||||||||||||
| Fixed-income securities | 1,568 | 1,148 | — | — | 2,716 | ||||||||||||||||||||||||
| Assets measured at NAV | — | — | — | — | 29 | ||||||||||||||||||||||||
Total nuclear decommissioning trusts (3) | 4,158 | 1,148 | — | — | 5,335 | ||||||||||||||||||||||||
Customer credit trust | |||||||||||||||||||||||||||||
| Short-term investments | 24 | — | — | — | 24 | ||||||||||||||||||||||||
| Global equity securities | — | — | — | — | — | ||||||||||||||||||||||||
| Fixed-income securities | 157 | 372 | — | — | 529 | ||||||||||||||||||||||||
Total customer credit trust | 181 | 372 | — | — | 553 | ||||||||||||||||||||||||
Price risk management instruments (Note 8) | |||||||||||||||||||||||||||||
| Electricity | — | 29 | 222 | 7 | 258 | ||||||||||||||||||||||||
| Gas | — | 14 | — | (9) | 5 | ||||||||||||||||||||||||
| Total price risk management instruments | — | 43 | 222 | (2) | 263 | ||||||||||||||||||||||||
| Rabbi trusts | |||||||||||||||||||||||||||||
| Short-term investments | 118 | — | — | — | 118 | ||||||||||||||||||||||||
| Global equity securities | 5 | — | — | — | 5 | ||||||||||||||||||||||||
| Life insurance contracts | — | 65 | — | — | 65 | ||||||||||||||||||||||||
| Total rabbi trusts | 123 | 65 | — | — | 188 | ||||||||||||||||||||||||
| Long-term disability trust | |||||||||||||||||||||||||||||
| Short-term investments | 6 | — | — | — | 6 | ||||||||||||||||||||||||
| Assets measured at NAV | — | — | — | — | 113 | ||||||||||||||||||||||||
| Total long-term disability trust | 6 | — | — | — | 119 | ||||||||||||||||||||||||
| TOTAL ASSETS | $ | 6,530 | $ | 1,628 | $ | 222 | $ | (2) | $ | 8,520 | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||
Price risk management instruments (Note 8) | |||||||||||||||||||||||||||||
| Electricity | $ | — | $ | 29 | $ | 144 | $ | (28) | $ | 145 | |||||||||||||||||||
| Gas | — | 3 | — | (2) | 1 | ||||||||||||||||||||||||
| TOTAL LIABILITIES | $ | — | $ | 32 | $ | 144 | $ | (30) | $ | 146 | |||||||||||||||||||
| Fair Value Measurements | |||||||||||||||||||||||||||||
At December 31, 2025 | |||||||||||||||||||||||||||||
| (in millions) | Level 1 | Level 2 | Level 3 | Netting (1) | Total | ||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||
| Short-term investments | $ | 634 | $ | — | $ | — | $ | — | $ | 634 | |||||||||||||||||||
| Self-insurance investments | |||||||||||||||||||||||||||||
| Short-term investments | 1,120 | — | — | — | 1,120 | ||||||||||||||||||||||||
Total Self-insurance investments(2) | 1,120 | — | — | — | 1,120 | ||||||||||||||||||||||||
| Nuclear decommissioning trusts | |||||||||||||||||||||||||||||
| Short-term investments | 94 | — | — | — | 94 | ||||||||||||||||||||||||
| Global equity securities | 2,433 | — | — | — | 2,433 | ||||||||||||||||||||||||
| Fixed-income securities | 1,445 | 1,113 | — | — | 2,558 | ||||||||||||||||||||||||
| Assets measured at NAV | — | — | — | — | 26 | ||||||||||||||||||||||||
Total nuclear decommissioning trusts (3) | 3,972 | 1,113 | — | — | 5,111 | ||||||||||||||||||||||||
Customer credit trust | |||||||||||||||||||||||||||||
| Short-term investments | 111 | — | — | — | 111 | ||||||||||||||||||||||||
| Global equity securities | — | — | — | — | |||||||||||||||||||||||||
| Fixed-income securities | 367 | 326 | — | — | 693 | ||||||||||||||||||||||||
Total customer credit trust | 478 | 326 | — | — | 804 | ||||||||||||||||||||||||
Price risk management instruments (Note 8) | |||||||||||||||||||||||||||||
| Electricity | — | 19 | 283 | (6) | 296 | ||||||||||||||||||||||||
| Gas | — | 33 | — | (46) | (13) | ||||||||||||||||||||||||
| Total price risk management instruments | — | 52 | 283 | (52) | 283 | ||||||||||||||||||||||||
| Rabbi trusts | |||||||||||||||||||||||||||||
| Short-term investments | 115 | — | — | — | 115 | ||||||||||||||||||||||||
| Global equity securities | 5 | — | — | — | 5 | ||||||||||||||||||||||||
| Life insurance contracts | — | 65 | — | — | 65 | ||||||||||||||||||||||||
| Total rabbi trusts | 120 | 65 | — | — | 185 | ||||||||||||||||||||||||
| Long-term disability trust | |||||||||||||||||||||||||||||
| Short-term investments | 10 | — | — | — | 10 | ||||||||||||||||||||||||
| Assets measured at NAV | — | — | — | — | 127 | ||||||||||||||||||||||||
| Total long-term disability trust | 10 | — | — | — | 137 | ||||||||||||||||||||||||
| TOTAL ASSETS | $ | 6,334 | $ | 1,556 | $ | 283 | $ | (52) | $ | 8,274 | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||
Price risk management instruments (Note 8) | |||||||||||||||||||||||||||||
| Electricity | $ | — | $ | 80 | $ | 130 | $ | (6) | $ | 204 | |||||||||||||||||||
| Gas | — | 65 | — | (46) | 19 | ||||||||||||||||||||||||
| TOTAL LIABILITIES | $ | — | $ | 145 | $ | 130 | $ | (52) | $ | 223 | |||||||||||||||||||
| Fair Value (in millions) | ||||||||||||||||||||||||||||||||
| At June 30, 2026 | Valuation Technique | Unobservable Input | ||||||||||||||||||||||||||||||
| Fair Value Measurement | Assets | Liabilities | Range (1)/Weighted-Average Price (2) | |||||||||||||||||||||||||||||
| Congestion revenue rights | $ | 192 | $ | 58 | Market approach | CRR auction prices | $ (75) - 75 / 2 | |||||||||||||||||||||||||
| Power purchase agreements | $ | 30 | $ | 86 | Discounted cash flow | Forward prices | $ 10 - 101 / 52 | |||||||||||||||||||||||||
| Fair Value (in millions) | ||||||||||||||||||||||||||||||||
| At December 31, 2025 | Valuation Technique | Unobservable Input | ||||||||||||||||||||||||||||||
| Fair Value Measurement | Assets | Liabilities | Range (1)/Weighted-Average Price (2) | |||||||||||||||||||||||||||||
| Congestion revenue rights | $ | 252 | $ | 83 | Market approach | CRR auction prices | $ (74) - 74 / 2 | |||||||||||||||||||||||||
| Power purchase agreements | $ | 31 | $ | 47 | Discounted cash flow | Forward prices | $ 11 - 106 / 53 | |||||||||||||||||||||||||
| Price Risk Management Instruments | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Asset balance as of April 1 | $ | 92 | $ | 126 | |||||||
| Net realized and unrealized gains (losses): | |||||||||||
Included in regulatory assets and liabilities or balancing accounts (1) | (14) | 10 | |||||||||
| Asset balance as of June 30 | $ | 78 | $ | 136 | |||||||
| Price Risk Management Instruments | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Asset balance as of January 1 | $ | 153 | $ | 127 | |||||||
| Net realized and unrealized gains (losses): | |||||||||||
Included in regulatory assets and liabilities or balancing accounts (1) | (75) | 9 | |||||||||
| Asset balance as of June 30 | $ | 78 | $ | 136 | |||||||
At June 30, 2026 | At December 31, 2025 | ||||||||||||||||||||||
| (in millions) | Carrying Amount | Level 2 Fair Value | Carrying Amount | Level 2 Fair Value | |||||||||||||||||||
| Debt (Note 4) | |||||||||||||||||||||||
PG&E Corporation (1) | $ | 6,321 | $ | 6,707 | $ | 5,360 | $ | 5,697 | |||||||||||||||
| Utility | 43,594 | 40,558 | 38,145 | 35,565 | |||||||||||||||||||
| (in millions) | Amortized Cost | Total Unrealized Gains | Total Unrealized Losses | Total Fair Value | |||||||||||||||||||
As of June 30, 2026 | |||||||||||||||||||||||
| Nuclear decommissioning trusts | |||||||||||||||||||||||
| Short-term investments | $ | 6 | $ | 31 | $ | — | $ | 37 | |||||||||||||||
| Global equity securities | 281 | 2,308 | (7) | 2,582 | |||||||||||||||||||
| Fixed-income securities | 2,746 | 23 | (53) | 2,716 | |||||||||||||||||||
Total (1) | $ | 3,033 | $ | 2,362 | $ | (60) | $ | 5,335 | |||||||||||||||
| As of December 31, 2025 | |||||||||||||||||||||||
| Nuclear decommissioning trusts | |||||||||||||||||||||||
| Short-term investments | $ | 94 | $ | — | $ | — | $ | 94 | |||||||||||||||
| Global equity securities | 324 | 2,140 | (5) | 2,459 | |||||||||||||||||||
| Fixed-income securities | 2,557 | 48 | (47) | 2,558 | |||||||||||||||||||
Total (1) | $ | 2,975 | $ | 2,188 | $ | (52) | $ | 5,111 | |||||||||||||||
| As of | |||||
| (in millions) | June 30, 2026 | ||||
| Less than 1 year | $ | 119 | |||
| 1–5 years | 869 | ||||
| 5–10 years | 597 | ||||
| More than 10 years | 1,131 | ||||
| Total maturities of fixed-income securities | $ | 2,716 | |||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Proceeds from sales and maturities of nuclear decommissioning trust investments | $ | 764 | $ | 501 | $ | 1,164 | $ | 779 | |||||||||||||||
| Gross realized gains on securities | 63 | 4 | 84 | 6 | |||||||||||||||||||
| Gross realized losses on securities | (6) | (11) | (14) | (17) | |||||||||||||||||||
| (in millions) | Amortized Cost | Total Unrealized Gains | Total Unrealized Losses | Total Fair Value | |||||||||||||||||||
As of June 30, 2026 | |||||||||||||||||||||||
| Customer credit trust | |||||||||||||||||||||||
| Short-term investments | $ | 24 | $ | — | $ | — | $ | 24 | |||||||||||||||
| Global equity securities | — | — | — | — | |||||||||||||||||||
| Fixed-income securities | 531 | 1 | (3) | 529 | |||||||||||||||||||
Total | $ | 555 | $ | 1 | $ | (3) | $ | 553 | |||||||||||||||
| As of December 31, 2025 | |||||||||||||||||||||||
| Customer credit trust | |||||||||||||||||||||||
| Short-term investments | $ | 111 | $ | — | $ | — | $ | 111 | |||||||||||||||
| Global equity securities | — | — | — | — | |||||||||||||||||||
| Fixed-income securities | 689 | 5 | (1) | 693 | |||||||||||||||||||
Total | $ | 800 | $ | 5 | $ | (1) | $ | 804 | |||||||||||||||
| As of | |||||
| (in millions) | June 30, 2026 | ||||
| Less than 1 year | $ | 41 | |||
| 1–5 years | 295 | ||||
| 5–10 years | 56 | ||||
| More than 10 years | 137 | ||||
| Total maturities of fixed-income securities | $ | 529 | |||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Proceeds from sales and maturities of customer credit trust investments | $ | 167 | $ | 97 | $ | 283 | $ | 196 | |||||||||||||||
| Gross realized gains on securities | — | 2 | 5 | 5 | |||||||||||||||||||
Gross realized losses on securities | — | (8) | (3) | (11) | |||||||||||||||||||
Payments (in millions) | |||||
| 2021 Dixie Fire | $ | 2,049 | |||
| 2022 Mosquito Fire | 295 | ||||
Total at June 30, 2026 | $ | 2,344 | |||
| Loss Accrual (in millions) | |||||
Balance at December 31, 2025 | $ | 243 | |||
| Accrued Losses | 100 | ||||
| Payments | (141) | ||||
Balance at June 30, 2026 | $ | 202 | |||
| Loss Accrual (in millions) | |||||
Balance at December 31, 2025 | $ | 243 | |||
| Accrued Losses | 50 | ||||
| Payments | (188) | ||||
Balance at June 30, 2026 | $ | 105 | |||
| Potential Recovery Source (in millions) | 2021 Dixie fire | 2022 Mosquito fire | |||||||||
| Insurance | $ | 521 | $ | 418 | |||||||
FERC TO rates | 97 | 6 | |||||||||
WEMA | 541 | 54 | |||||||||
Wildfire Fund | 1,250 | — | |||||||||
Probable recoveries at June 30, 2026 (1) | $ | 2,409 | $ | 478 | |||||||
| Insurance Receivable (in millions) | 2022 Mosquito fire | ||||
Balance at December 31, 2025 | $ | 281 | |||
Accrued insurance recoveries | 55 | ||||
Reimbursements | (176) | ||||
Balance at June 30, 2026 | $ | 160 | |||
| Wildfire Fund Receivable (in millions) | 2021 Dixie fire | ||||
Balance at December 31, 2025 | $ | 299 | |||
| Accrued Wildfire Fund recoveries | 100 | ||||
| Claims paid by Wildfire Fund | (155) | ||||
Balance at June 30, 2026 | $ | 244 | |||
| Balance at | |||||||||||
| (in millions) | June 30, 2026 | December 31, 2025 | |||||||||
| Topock natural gas compressor station | $ | 283 | $ | 315 | |||||||
| Hinkley natural gas compressor station | 95 | 99 | |||||||||
Former MGP sites owned by the Utility or third parties (1) | 848 | 715 | |||||||||
Utility-owned generation facilities (other than fossil fuel-fired), other facilities, and third-party disposal sites (2) | 58 | 71 | |||||||||
Fossil fuel-fired generation facilities and sites (3) | 16 | 17 | |||||||||
| Total environmental remediation liability | $ | 1,300 | $ | 1,217 | |||||||
Balance at June 30, 2026 | |||||||||||||||||
| (in millions) | Low end of the range | High end of the range | HSMA Recovery (1) | ||||||||||||||
Topock natural gas compressor station (2) | $ | 283 | $ | 480 | Available | ||||||||||||
Hinkley natural gas compressor station (2) | 95 | 217 | Unavailable | ||||||||||||||
Former MGP sites owned by the Utility or third parties (3) | 848 | 1,404 | Available | ||||||||||||||
Utility-owned generation facilities (other than fossil fuel-fired), other facilities, and third-party disposal sites (4) | 58 | 125 | Available | ||||||||||||||
Fossil fuel-fired generation facilities and sites (5) | 16 | 30 | Unavailable | ||||||||||||||
| 10.6 | * | |||||||
| 10.7 | * | |||||||
| 10.8 | * | |||||||
| 10.9 | * | |||||||
| 10.10 | * | |||||||
| 10.11 | * | |||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ** | |||||||
| 32.2 | ** | |||||||
| 101.INS | XBRL Instance Document | |||||||
101.SC | XBRL Taxonomy Extension Schema Document | |||||||
101.CA | XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
101.LA | XBRL Taxonomy Extension Labels Linkbase Document | |||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
101.DE | XBRL Taxonomy Extension Definition Linkbase Document | |||||||
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
| PG&E CORPORATION | |||||
| /s/ CAROLYN J. BURKE | |||||
| Carolyn J. Burke Executive Vice President and Chief Financial Officer (duly authorized officer and principal financial officer) | |||||
| PACIFIC GAS AND ELECTRIC COMPANY | |||||
| /s/ STEPHANIE N. WILLIAMS | |||||
| Stephanie N. Williams Vice President, Chief Financial Officer, and Controller (duly authorized officer and principal financial officer) | |||||
| The LTIP and Other Agreements | This Agreement and the above cover sheet constitute the entire understanding between you and PG&E Corporation regarding the Restricted Stock Units, subject to the terms of the LTIP. Any prior agreements, commitments, or negotiations are superseded. In the event of any conflict or inconsistency between the provisions of this Agreement or the above cover sheet and the LTIP, the LTIP will govern. Capitalized terms that are not defined in this Agreement or the above cover sheet are defined in the LTIP. | ||||
| Grant of Restricted Stock Units | PG&E Corporation grants you the number of Restricted Stock Units shown on the cover sheet of this Agreement. The Restricted Stock Units are subject to the terms and conditions of this Agreement and the LTIP. | ||||
| Vesting of Restricted Stock Units | In general, provided that you have not had a Separation from Service, your Restricted Stock Units will vest on the earlier of (i) the first anniversary of the Date of Grant shown on the cover sheet to this Agreement or (ii) the last day of the director’s elected term (the “Normal Vesting Date”). As set forth elsewhere in this Agreement, the Restricted Stock Units may vest earlier upon the occurrence of certain events. | ||||
| Dividends | Your Restricted Stock Unit account will be credited quarterly on each dividend payment date with additional Restricted Stock Units (including fractions computed to three decimal places), determined by dividing (1) the amount of cash dividends paid on the number of shares of PG&E Corporation common stock represented by the Restricted Stock Units previously credited to your Restricted Stock Unit account by (2) the Fair Market Value of a share of PG&E Corporation common stock on the dividend payment date. Such additional Restricted Stock Units will be subject to the same terms and conditions and will be settled in the same manner and at the same time as the Restricted Stock Units covered by this Agreement. | ||||
| Settlement | Vested Restricted Stock Units will be settled in an equal number of shares of PG&E Corporation common stock (a “Share”), rounded down to the nearest whole Share. PG&E Corporation will issue Shares in settlement of vested Restricted Stock Units upon the earliest of (1) the first anniversary of the Date of Grant (the “Normal Settlement Date”), (2) your Disability (as defined under Section 409A of the Code), (3) your death, or (4) your Separation from Service following a Change in Control (subject to earlier settlement pursuant to Change in Control provisions below). However, if you previously made a timely, valid deferral election to receive Shares in settlement of vested Restricted Stock Units after the Normal Settlement Date (commencing in January of a year following the Normal Settlement Date), then settlement will be according to the terms of your election and the LTIP, unless settled earlier in a lump sum as set forth in the LTIP upon occurrence of any of the events listed in sections (2) – (4) above. Further, if pursuant to any such deferral election you begin receiving any annual installments, then upon the subsequent occurrence of any of the events listed in sections (2) – (4) above, any unpaid installments will be settled in a lump sum upon occurrence of the event, except to the extent that such acceleration would result in taxation under Section 409A of the Code. | ||||
| Separation of Service | If you have a Separation from Service, whether voluntarily or involuntarily, before the Normal Vesting Date, all Restricted Stock Units subject to this Agreement that have not vested on account of your death, Disability (within the meaning of Section 409A of the Code), or following a Change in Control (as provided below), will be automatically cancelled and forfeited; provided, however, that if you have a Separation from Service due to a pending Disability determination, forfeiture will not occur until a finding that such Disability has not occurred. | ||||
| Death/Disability | In the event of your Disability (as defined in Section 409A of the Code) or death, all Restricted Stock Units credited to your account under this Agreement will immediately become fully vested and be settled in accordance with the settlement provisions described above. | ||||
| Change in Control | In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without your consent, either assume or continue the PG&E Corporation’s rights and obligations under outstanding Restricted Stock Units or substitute for such Restricted Stock Units substantially equivalent awards covering the Acquiror’s stock. Restricted Stock Units that are assumed or continued in connection with a Change in Control shall be subject to such additional accelerated vesting and/or exercisability, or lapse of restrictions in connection with your termination of Service in connection with the Change in Control as the People and Compensation Committee or Board may determine, if any. In the event of a Change in Control in which Restricted Stock Units are not assumed or continued, your then-outstanding Restricted Stock Units that are not vested shall immediately vest and shall be settled in cash, shares or a combination thereof, as determined by the People and Compensation Committee, within thirty (30) days following such Change in Control (except to the extent that settlement of the Restricted Stock Unit must be made pursuant to its original schedule in order to comply with Code Section 409A), notwithstanding that the applicable retention period or other restrictions and conditions have not been completed or satisfied. | ||||
| Delay | PG&E Corporation will delay the issuance of any Shares to the extent it is necessary to comply with Section 409A(a)(2)(B)(i) of the Code (relating to payments made to certain “key employees” of certain publicly traded companies); in such event, any Shares to which you would otherwise be entitled during the six (6) month period following the date of your Separation from Service (or shorter period ending on the date of your death following such Separation from Service) will instead be issued on the first business day following the expiration of the applicable delay period. | ||||
| Withholding Taxes | PG&E Corporation generally will not be required to withhold taxes on taxable income recognized by you upon settlement of your Restricted Stock Units. However, any taxes that are required to be withheld will be payable by you in cash, by check, or through deductions from your compensation. Also, the Board may, in its discretion and subject to such restrictions as the Board may impose, permit you to satisfy such tax withholding obligations by electing to have PG&E Corporation withhold otherwise deliverable Shares having a fair market value equal to the amount that would be required to be withheld. | ||||
| Voting and Other Rights | You will not have voting rights with respect to the Restricted Stock Units until the date the underlying Shares are issued (as evidenced by appropriate entry on the books of PG&E Corporation or its duly authorized transfer agent). | ||||
| Applicable Law | This Agreement will be interpreted and enforced under the laws of the State of California. | ||||
| The LTIP and Other Agreements | This Agreement and the above cover sheet constitute the entire understanding between you and PG&E Corporation regarding the Restricted Stock Units, subject to the terms of the LTIP. Any prior agreements, commitments, or negotiations are superseded. In the event of any conflict or inconsistency between the provisions of this Agreement or the above cover sheet and the LTIP, the LTIP will govern. Capitalized terms that are not defined in this Agreement or the above cover sheet are defined in the LTIP. In the event of any conflict between the provisions of this Agreement or the above cover sheet and the PG&E Corporation 2012 Officer Severance Policy, this Agreement or the above cover sheet will govern, as applicable. For purposes of this Agreement, employment or Service with PG&E Corporation means employment or Service with any member of the Participating Company Group. | ||||
| Grant of Restricted Stock Units | PG&E Corporation grants you the number of Restricted Stock Units shown on the cover sheet of this Agreement. The Restricted Stock Units are subject to the terms and conditions of this Agreement and the LTIP. | ||||
| Vesting of Restricted Stock Units | As long as you remain in continued Service with PG&E Corporation, the total number of Restricted Stock Units originally subject to this Agreement, as shown on the cover sheet, will vest in accordance with the below vesting schedule (the “Normal Vesting Schedule”). <vesting_schedule> The amounts payable upon each vesting date are hereby designated separate payments for purposes of Code Section 409A. Except as described below, all Restricted Stock Units subject to this Agreement which have not vested upon termination of your Service will then be cancelled. As set forth below, the Restricted Stock Units may vest earlier upon the occurrence of certain events. | ||||
| Dividends | Restricted Stock Units will accrue Dividend Equivalents in the event that cash dividends are paid with respect to PG&E Corporation common stock having a record date prior to the date on which the Restricted Stock Units are settled. Such Dividend Equivalents will be converted into cash and paid, if at all, upon settlement of the underlying Restricted Stock Units. | ||||
| Settlement | Vested Restricted Stock Units will be settled in an equal number of shares of PG&E Corporation common stock, subject to the satisfaction of Withholding Taxes, as described below. PG&E Corporation will issue shares as soon as practicable after the Restricted Stock Units vest in accordance with the Normal Vesting Schedule (but not later than 60 days after the applicable vesting date) except as set forth elsewhere in this Agreement. | ||||
| Voluntary Termination | In the event of your voluntary termination (other than Retirement), all unvested Restricted Stock Units will be cancelled on the date of termination. | ||||
| Termination for Cause | If your Service with PG&E Corporation is terminated at any time by PG&E Corporation for cause, all unvested Restricted Stock Units will be cancelled on the date of termination. In general, termination for “cause” means termination of Service because of dishonesty, a criminal offense, or violation of a work rule, and will be determined by and in the sole discretion of PG&E Corporation. | ||||
| Termination other than for Cause | If your Service with PG&E Corporation is terminated by PG&E Corporation other than for cause, any unvested Restricted Stock Units that would have vested within the 12 months following such termination had your Service continued will continue to vest and be settled pursuant to the Normal Vesting Schedule (without regard to the requirement that you be in continued Service), subject to the earlier settlement provisions of this Agreement. All other unvested Restricted Stock Units will be cancelled unless your termination of Service was in connection with a Change in Control as provided below. | ||||
| Retirement | In the event of your Retirement on or after the date you have both (i) attained 55 years of age and (ii) completed at least five consecutive years of employment with PG&E Corporation, any unvested Restricted Stock Units that would have vested within the 12 months following such Retirement had your employment continued will continue to vest and be settled pursuant to the Normal Vesting Schedule (without regard to the requirement that you be employed), subject to the earlier settlement provisions of this Agreement; provided, however, that in the event of your Retirement within two years following a Change in Control, those Restricted Stock Units that would have vested within 12 months following such Retirement will be vested and settled as soon as practicable after (but not later than 60 days after) the date of such Retirement. All other unvested Restricted Stock Units will be cancelled. In the event of your Retirement on or after the date you have both (i) attained 60 years of age and (ii) completed at least 10 consecutive years of employment with PG&E Corporation, any unvested Restricted Stock Units will be retained by you and will continue to vest and be settled pursuant to the Normal Vesting Schedule (without regard to the requirement that you be employed), subject to the earlier settlement provisions of this Agreement; provided, however, that in the event of such Retirement within two years following a Change in Control, all unvested Restricted Stock Units as of the date of such Retirement will be vested and settled as soon as practicable after (but not later than 60 days after) the date of such Retirement. Your voluntary termination of employment will be considered a Retirement if you satisfy the requirements in one of the foregoing paragraphs of this section on the date of termination of your employment (other than termination for cause). | ||||
| Death/Disability | If your Service terminates due to your death or Disability (as defined in Code Section 409A) while you are in continued Service, all of your Restricted Stock Units will vest in full and be settled as soon as practicable after the date of such event. If your death or Disability occurs following the termination of your Service and your Restricted Stock Units are then outstanding under the terms hereof, then all of your vested Restricted Stock Units plus any Restricted Stock Units that would have otherwise vested during any continued vesting period hereunder will be settled as soon as practicable after the date of your death or Disability. | ||||
| Termination Due to Disposition of Subsidiary | If your Service is involuntarily terminated other than for cause (1) by reason of a divestiture or change in control of a subsidiary of PG&E Corporation for which you provide services, which divestiture or change in control results in such subsidiary no longer qualifying as a subsidiary corporation under Code Section 424(f), or (2) coincident with the sale of all or substantially all of the assets of a subsidiary of PG&E Corporation for which you provide services, then your Restricted Stock Units will vest and be settled in the same manner as for a “Termination other than for Cause” described above. | ||||
| Change in Control | In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without your consent, either assume or continue PG&E Corporation’s rights and obligations under this Agreement or provide a substantially equivalent award in substitution for the Restricted Stock Units subject to this Agreement. If the Restricted Stock Units are neither so assumed nor so continued by the Acquiror, and the Acquiror does not provide a substantially equivalent award in substitution for the Restricted Stock Units, all of your unvested Restricted Stock Units will vest immediately prior to and contingent upon, the Change in Control and be settled as soon as practicable following the date of the Change in Control. | ||||
| Termination In Connection with a Change in Control | If you separate from service (other than termination for cause, your voluntary termination, or your Retirement) within three months before the Change in Control occurs, all of your outstanding Restricted Stock Units (including Restricted Stock Units that you would have otherwise forfeited after the end of the continued vesting period) will vest on the date of the Change in Control and will be settled as soon as practicable following the date of the Change in Control, taking into account any acceleration on account of termination or a change in control. In the event of such a separation within two years following the Change in Control, your Restricted Stock Units (to the extent they did not previously vest upon, for example, failure of the Acquiror to assume or continue this Award) will vest on the date of such separation and will be settled as soon as practicable after (but not later than 60 days after) the date of such separation. | ||||
| Delay | PG&E Corporation will delay the issuance of any shares of common stock to the extent it is necessary to comply with Code Section 409A(a)(2)(B)(i) (relating to payments made to certain “key employees” of certain publicly-traded companies); in such event, any shares of common stock to which you would otherwise be entitled during the six-month period following the date of your “separation from service” under Section 409A (or shorter period ending on the date of your death following such separation) will instead be issued on the first business day following the expiration of the applicable delay period. | ||||
| Withholding Taxes | The number of shares of PG&E Corporation common stock that you are otherwise entitled to receive upon settlement of Restricted Stock Units will be reduced by a number of shares having an aggregate Fair Market Value, as determined by PG&E Corporation, equal to the amount of any Federal, state, or local taxes of any kind required by law to be withheld by PG&E Corporation in connection with the Restricted Stock Units determined using a rate not exceeding the maximum applicable withholding rates, including social security and Medicare taxes due under the Federal Insurance Contributions Act and the California State Disability Insurance tax (“Withholding Taxes”). If the withheld shares were not sufficient to satisfy your Withholding Taxes, you will be required to pay, as soon as practicable, including through additional payroll withholding, any amount of the Withholding Taxes that is not satisfied by the withholding of shares described above. | ||||
| Leaves of Absence | For purposes of this Agreement, if you are on an approved leave of absence from PG&E Corporation, or a recipient of PG&E Corporation sponsored disability benefits, you will continue to be considered as employed. If you do not return to active employment upon the expiration of your leave of absence or the expiration of your PG&E Corporation sponsored disability benefits, you will be considered to have voluntarily terminated your employment. See above under “Voluntary Termination.” Notwithstanding the foregoing, if the leave of absence exceeds six months, and a return to service upon expiration of such leave is not guaranteed by statute or contract, then you will be deemed to have had a “separation from service” for purposes of any Restricted Stock Units that are settled hereunder upon such separation. To the extent an authorized leave of absence is due to a medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of at least six months and such impairment causes you to be unable to perform the duties of your position of employment or any substantially similar position of employment, the six-month period in the prior sentence will be 29 months. PG&E Corporation reserves the right to determine which leaves of absence will be considered as continuing employment and when your employment terminates for all purposes under this Agreement. | ||||
| Voting and Other Rights | You will not have voting rights with respect to the Restricted Stock Units until the date the underlying shares are issued (as evidenced by appropriate entry on the books of PG&E Corporation or its duly authorized transfer agent). No Restricted Stock Units and no shares of Stock that have not been issued hereunder may be sold, assigned, transferred, pledged, or otherwise encumbered, other than by will or the laws of descent and distribution. | ||||
| No Retention Rights | This Agreement is not an agreement for continued Service and does not give you the right to be retained by PG&E Corporation. Except as otherwise provided in an applicable employment or service agreement, PG&E Corporation reserves the right to terminate your Service at any time and for any reason. | ||||
| Recoupment of Awards | Awards are subject to recoupment in accordance with any applicable law and any recoupment policy adopted by the Corporation from time to time, including provisions of (i) the PG&E Corporation 2012 Officer Severance Policy, as amended to date, (ii) the PG&E Corporation and Pacific Gas and Electric Company Executive Incentive Compensation Recoupment Policy, as amended to date and available on the PG&E@Work internet site for the LTIP (the policy and location may be changed from time to time by PG&E Corporation), and (iii) the PG&E Corporation and Pacific Gas and Electric Company Dodd-Frank Clawback Policy, effective as of October 2, 2023 and available on the PG&E@Work internet site for the LTIP (the policy and location may be changed from time to time by PG&E Corporation). | ||||
| Severability | If all or any part of this Agreement or the LTIP is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the LTIP not declared unlawful or invalid. Any provision of this Agreement, or part of any provision, so declared unlawful or invalid will, if possible, be construed in a manner that gives effect to the provision to the fullest extent possible while remaining lawful and valid. | ||||
| No Tax, Legal or Investment Advice | Neither PG&E Corporation nor any member of the Participating Company Group is providing any tax, legal or investment advice, or making any recommendation, regarding your participation in the LTIP or your acquisition, holding, or sale of shares of PG&E Corporation common stock. You should consult your own personal tax, legal and financial advisors regarding this Award and any tax consequences, including any Withholding Taxes, arising in connection with this Award. | ||||
| No Rights to Future Awards | You understand and acknowledge that (1) the LTIP is discretionary; (2) PG&E Corporation may amend, suspend or terminate the LTIP as provided in the LTIP; (3) the grant of this Award does not create any contractual or other right to receive any future Awards or benefits in lieu of Awards; and (4) all determinations with respect to any future Awards, including the timing of grants, the number of Restricted Stock Units or other Awards granted, and the vesting schedule applicable to any such Awards, will be made in PG&E Corporation’s discretion. The value of this Award is an extraordinary item of compensation outside the scope of your regular compensation and will not be considered part of your normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end-of-service payment, bonus, service award, pension, retirement benefit or similar payment, except as otherwise required by applicable law or any applicable written agreement. | ||||
| Data Protection | You consent to the collection, use and transfer of personal data as described in this subsection. You understand and acknowledge that the Company and the Company’s Affiliates hold certain personal information regarding you for the purpose of managing and administering the LTIP, including (without limitation) your name, home address, telephone number, date of birth, social insurance or other government identification number, salary, nationality, job title, any shares or directorships held in the Company and/or any Affiliate and details of all Awards or any other entitlements to the Restricted Stock Units or shares awarded, canceled, settled, vested, unvested or outstanding in your favor (the “Data”). You further understand and acknowledge that the Company and/or its Affiliates will transfer Data among themselves as necessary for the purpose of implementation, administration and management of your participation in the LTIP and that the Company and/or any Affiliate may each further transfer Data to any third party assisting the Company in the implementation, administration and management of the LTIP. You understand and acknowledge that the recipients of Data may be located in the United States or elsewhere, and that the laws of a recipient’s country of operation (e.g., the United States) may not have equivalent privacy protections as local laws where you reside or work. You authorize such recipients to receive, possess, use, retain and transfer Data, in electronic or other form, for the purpose of administering your participation in the LTIP, including a transfer to any broker or other third party with whom you elect to deposit shares acquired under the LTIP of such Data as may be required for the administration of the LTIP and/or the subsequent holding of shares on your behalf. You may, at any time, view the Data, require any necessary modifications of Data, make inquiries about the treatment of Data or withdraw the consents set forth in this subsection by contacting the human resources department in writing. | ||||
| Applicable Law | This Agreement will be interpreted and enforced under the laws of the State of California. | ||||
The LTIP and Other Agreements | This Agreement and the above cover sheet constitute the entire understanding between you and PG&E Corporation regarding the Performance Share Units, subject to the terms of the LTIP. Any prior agreements, commitments or negotiations are superseded. In the event of any conflict or inconsistency between the provisions of this Agreement or the above cover sheet and the LTIP, the LTIP will govern. Capitalized terms that are not defined in this Agreement or the above cover sheet are defined in the LTIP. In the event of any conflict between the provisions of this Agreement or the above cover sheet and the PG&E Corporation 2012 Officer Severance Policy, this Agreement or the above cover sheet will govern, as applicable. For purposes of this Agreement, employment or Service with PG&E Corporation means employment or Service with any member of the Participating Company Group. The LTIP provides the Committee with sole discretion to set and adjust the performance measures and targets and to determine and adjust the payment amount with respect to the settlement of any Performance Share Units, including adjustments to account for individual performance, rules and regulations promulgated by the California Public Utilities Commission (the “CPUC”) or other applicable regulators, or any material events impacting PG&E Corporation or any of its Affiliates. | |||||||
Grant of Performance Share Units | PG&E Corporation grants you the number of Performance Share Units shown on the cover sheet of this Agreement. The Performance Share Units are subject to the terms and conditions of this Agreement and the LTIP. | |||||||
Vesting of Performance Share Units | As long as you remain in continued Service with PG&E Corporation, the Performance Share Units will vest upon the third anniversary of the Date of Grant specified on the cover sheet (the “Vesting Date”), in all cases subject to any requirements that Awards be held for at least three years following the Date of Grant. Except as described below, all Performance Share Units that have not vested will be cancelled upon termination of your Service. | |||||||
Settlement in Shares/Performance Goals | Vested Performance Share Units will be settled in shares of PG&E Corporation common stock, subject to the satisfaction of Withholding Taxes, as described below. The number of shares you are entitled to receive will be calculated by multiplying the number of vested Performance Share Units by the “payout percentage” determined as follows during the three-year performance period from <date> through <date> (“Performance Period”) (except as set forth elsewhere in this Agreement), rounded to the nearest whole number. | |||||||
The percentage payout with respect to the Performance Share Units will be based on <description of performance goals (measures, targets, including percent allocation between measure categories)> (as described in Exhibit A). Subject to rounding considerations, for each measure, if performance is below threshold, the payout percentage will be 0%; if performance is at threshold, the payout percentage will be 50%; if performance is at target, the payout percentage will be 100%; and if performance is at or better than maximum, the payout percentage will be 200%. The actual payout percentage for performance between threshold and maximum will be determined based on linear interpolation between the payout percentages for threshold and target, or target and maximum, as appropriate. Notwithstanding the foregoing, the final payout will be determined in the discretion of the Committee, including any decision to reduce or forego payment entirely and based on any adjustments to the performance metrics (including after the Date of Grant) to account for individual performance, rules or regulations promulgated by the CPUC or other applicable regulators, or any material events impacting PG&E Corporation or any of its Affiliates. As part of exercising such discretion, the Committee will also take into consideration, without limitation, public, employee, and contractor safety performance. Notwithstanding the foregoing, the final payout percentage, if any, will be determined as soon as practicable following the date that the Committee determines the extent to which the performance goal has been attained. PG&E Corporation will issue shares as soon as practicable after such determination, but no earlier than the Vesting Date, and not later than 60 days after the Vesting Date. | ||||||||
Dividends | Performance Share Units will accrue Dividend Equivalents in the event that cash dividends are paid with respect to PG&E Corporation common stock having a record date prior to the date on which the Performance Share Units are settled. Such Dividend Equivalents will be converted into cash and paid, if at all, upon settlement of the underlying Performance Share Units. | |||||||
Voluntary Termination | If you terminate your Service with PG&E Corporation voluntarily before the Vesting Date (other than for Retirement), all of the Performance Share Units will be cancelled as of the date of such termination and any Dividend Equivalents with respect to your Performance Share Units will be forfeited. | |||||||
Termination for Cause | If your Service with PG&E Corporation is terminated at any time by PG&E Corporation for cause before the Vesting Date, all of the Performance Share Units will be cancelled as of the date of such termination and any Dividend Equivalents with respect to your Performance Share Units will be forfeited. In general, termination for “cause” means termination of Service because of dishonesty, a criminal offense, or violation of a work rule, and will be determined by and in the sole discretion of PG&E Corporation. | |||||||
Termination other than for Cause | If your Service with PG&E Corporation is terminated by PG&E Corporation other than for cause before the Vesting Date, a portion of your outstanding Performance Share Units will vest proportionally based on the number of months during the Performance Period that you provided continued Service (rounded down) divided by the number of months in the Performance Period (36 months). All other outstanding Performance Share Units will be cancelled, and any associated Dividend Equivalents will be forfeited, unless your termination of Service was in connection with a Change in Control as provided below. Your vested Performance Share Units will be settled, if at all, as soon as practicable after the Vesting Date, and in any event within 60 days of the Vesting Date, based on the same payout percentage applied to active employees. At that time, you also will receive a cash payment, if any, equal to the amount of Dividend Equivalents over the Performance Period with respect to your vested Performance Share Units multiplied by the same payout percentage used to determine the number of shares you are entitled to receive, if any. | |||||||
Retirement | In the event of your Retirement (x) on or after the date you have both (i) attained 55 years of age and (ii) completed at least five consecutive years of employment with PG&E Corporation, and (y) before the Vesting Date, a portion of your outstanding Performance Share Units will vest proportionally based on the number of months during the Performance Period that you were employed (rounded down) divided by the number of months in the Performance Period (36 months). All other outstanding Performance Share Units will be cancelled, and any associated Dividend Equivalents will be forfeited. Your vested Performance Share Units will be settled, if at all, as soon as practicable after the Vesting Date, and in any event within 60 days of the Vesting Date, based on the same payout percentage applied to active employees. At that time, you also will receive a cash payment, if any, equal to the amount of any Dividend Equivalents accrued over the Performance Period with respect to your vested Performance Share Units multiplied by the same payout percentage used to determine the number of shares you are entitled to receive, if any. In the event of your Retirement (x) on or after the date you have both (i) attained 60 years of age and (ii) completed at least 10 consecutive years of employment with PG&E Corporation, and (y) before the Vesting Date, all of your outstanding Performance Share Units will vest in full and will be settled, if at all, as soon as practicable after the Vesting Date, and in any event within 60 days of the Vesting Date, based on the same payout percentage applied to active employees. At that time, you also will receive a cash payment, if any, equal to the amount of Dividend Equivalents over the Performance Period with respect to your vested Performance Share Units multiplied by the same payout percentage used to determine the number of shares you are entitled to receive, if any. Your voluntary termination of employment will be considered a Retirement if you satisfy the requirements in one of the foregoing paragraphs of this section on the date of termination of your employment (other than termination for cause). | |||||||
Death/Disability | If your Service terminates due to your death or Disability (as defined in Code Section 409A) before the Vesting Date, all of your Performance Share Units will immediately vest in full. Upon termination due to death prior to the Vesting Date, vested Performance Share Units will be settled as soon as practicable, assuming target performance. Upon termination due to Disability prior to the Vesting Date, Performance Share Units will be settled, if at all, as soon as practicable after the Vesting Date, based on the same payout percentage applied to active employees. At the time of settlement, you also will receive a cash payment, if any, equal to the amount of Dividend Equivalents over the Performance Period with respect to your Performance Share Units multiplied by the same payout percentage used to determine the number of shares you are entitled to receive, if any. | |||||||
Termination Due to Disposition of Subsidiary | If your Service is involuntarily terminated (other than for cause) (1) by reason of a divestiture or change in control of a subsidiary of PG&E Corporation for which you provide services, which divestiture or change in control results in such subsidiary no longer qualifying as a subsidiary corporation under Section 424(f) of the Internal Revenue Code of 1986, as amended, or (2) coincident with the sale of all or substantially all of the assets of a subsidiary of PG&E Corporation for which you provide services, then your outstanding Performance Share Units will vest and be settled in the same manner as for a “Termination other than for Cause” described above. | |||||||
Change in Control | In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without your consent, either assume or continue PG&E Corporation’s rights and obligations under this Agreement or provide a substantially equivalent award in substitution for the Performance Share Units subject to this Agreement. If the Acquiror assumes or continues PG&E Corporation’s rights and obligations under this Agreement or substitutes a substantially equivalent award, Performance Share Units will vest in full (not on a pro-rata basis) on the Vesting Date, provided you have remained in continued Service with the Acquiror or an affiliate thereof through such date, and settlement will occur as soon as practicable after the Vesting Date, and in any event within 60 days of the Vesting Date. At that time, you also will receive a cash payment, if any, equal to the amount of Dividend Equivalents with respect to your Performance Share Units over the Performance Period multiplied by the same overall payout percentage used to determine the number of shares you are entitled to receive, if any. Performance for all measures will be deemed to have been achieved at target, resulting in a payout percentage of 100%. If the Change in Control of PG&E Corporation occurs before the Vesting Date, and if this Award is neither assumed nor continued by the Acquiror or if the Acquiror does not provide a substantially equivalent award in substitution for the Performance Share Units subject to this Agreement, all of your outstanding Performance Share Units will vest in full (and not pro-rata) and become nonforfeitable on the date of the Change in Control. Such vested Performance Share Units will be settled as soon as practicable following the date of the Change in Control. At that time, you also will receive a cash payment, if any, equal to the amount of Dividend Equivalents with respect to your Performance Share Units to the date of the Change in Control multiplied by the same overall payout percentage used to determine the number of shares you are entitled to receive, if any. Performance for all measures will be deemed to have been achieved at target and the payout percentage will be 100%. | |||||||
Termination In Connection with a Change in Control | If your Service is terminated by PG&E Corporation other than for cause within two years following the Change in Control, all of your outstanding Performance Share Units (to the extent they did not previously vest upon failure of the Acquiror to assume or continue this Award) will vest in full (and not pro-rata) and become nonforfeitable on the date of termination of your Service. If your Service is terminated by PG&E Corporation other than for cause within three months before a Change in Control occurs, all of your outstanding Performance Share Units will vest in full (and not pro-rata) and become nonforfeitable (including the portion that you would have otherwise forfeited based on the proration of vested Performance Share Units through the date of termination of your Service) as of the date of termination of your Service. Such vested Performance Share Units will be settled as soon as practicable following your termination, taking into account any acceleration on account of termination or a Change in Control. At that time, you also will receive a cash payment, if any, equal to the amount of Dividend Equivalents with respect to your vested Performance Share Units multiplied by the same overall payout percentage used to determine the number of shares you are entitled to receive, if any. Performance for all measures will be deemed to have been achieved at target and the payout percentage will be 100%. | |||||||
Delay | PG&E Corporation will delay the issuance of any shares of common stock to the extent it is necessary to comply with Code Section 409A(a)(2)(B)(i) (relating to payments made to certain “key employees” of certain publicly-traded companies); in such event, any shares of common stock to which you would otherwise be entitled during the six-month period following the date of your “separation from service” under Section 409A (or shorter period ending on the date of your death following such separation) will instead be issued on the first business day following the expiration of the applicable delay period. | |||||||
Withholding Taxes | The number of shares of PG&E Corporation common stock that you are otherwise entitled to receive upon settlement of your Performance Share Units will be reduced by a number of shares having an aggregate Fair Market Value, as determined by PG&E Corporation, equal to the amount of any Federal, state, or local taxes of any kind required by law to be withheld by PG&E Corporation in connection with the Performance Share Units determined using a rate not exceeding the maximum applicable withholding rates, including social security and Medicare taxes due under the Federal Insurance Contributions Act and the California State Disability Insurance tax (“Withholding Taxes”). If the withheld shares were not sufficient to satisfy your Withholding Taxes, you will be required to pay, as soon as practicable, including through additional payroll withholding, any amount of the Withholding Taxes that is not satisfied by the withholding of shares described above. | |||||||
Leaves of Absence | For purposes of this Agreement, if you are on an approved leave of absence from PG&E Corporation, or a recipient of PG&E Corporation sponsored disability benefits, you will continue to be considered as employed. If you do not return to active employment upon the expiration of your leave of absence or the expiration of your PG&E Corporation sponsored disability benefits, you will be considered to have voluntarily terminated your employment. See above under “Voluntary Termination.” Notwithstanding the foregoing, if the leave of absence exceeds six months, and a return to service upon expiration of such leave is not guaranteed by statute or contract, then you will be deemed to have had a “separation from service” for purposes of any Performance Share Units that are settled hereunder upon such separation. To the extent an authorized leave of absence is due to a medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of at least six months and such impairment causes you to be unable to perform the duties of your position of employment or any substantially similar position of employment, the six-month period in the prior sentence will be 29 months. PG&E Corporation reserves the right to determine which leaves of absence will be considered as continuing employment and when your employment terminates for all purposes under this Agreement. | |||||||
Voting and Other Rights | You will not have voting rights with respect to the Performance Share Units until the date the underlying shares are issued (as evidenced by appropriate entry on the books of PG&E Corporation or its duly authorized transfer agent). No Performance Share Units and no shares of Stock that have not been issued hereunder may be sold, assigned, transferred, pledged, or otherwise encumbered, other than by will or the laws of descent and distribution. | |||||||
No Retention Rights | This Agreement is not an agreement for continued Service and does not give you the right to be retained by PG&E Corporation. Except as otherwise provided in an applicable employment or service agreement, PG&E Corporation reserves the right to terminate your Service at any time and for any reason. | |||||||
Recoupment of Awards | Awards are subject to recoupment in accordance with any applicable legal requirement and any recoupment policy adopted by the Corporation from time to time, including provisions of (i) the PG&E Corporation 2012 Officer Severance Policy, as amended to date, (ii) the PG&E Corporation and Pacific Gas and Electric Company Executive Incentive Compensation Recoupment Policy, as amended to date and available on the PG&E@Work intranet site for the LTIP (the policy and location may be changed from time to time by PG&E Corporation), and (iii) the PG&E Corporation and Pacific Gas and Electric Company Dodd-Frank Clawback Policy, effective as of October 2, 2023 and available on the PG&E@Work intranet site for the LTIP (the policy and location may be changed from time to time by PG&E Corporation). | |||||||
Severability | If all or any part of this Agreement or the LTIP is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the LTIP not declared unlawful or invalid. Any provision of this Agreement, or part of any provision, so declared unlawful or invalid will, if possible, be construed in a manner that gives effect to the provision to the fullest extent possible while remaining lawful and valid. | |||||||
No Tax, Legal or Investment Advice | Neither PG&E Corporation nor any member of the Participating Company Group is providing any tax, legal or investment advice, or making any recommendation, regarding your participation in the LTIP or your acquisition, holding, or sale of shares of PG&E Corporation common stock. You should consult your own personal tax, legal and financial advisors regarding this Award and any tax consequences, including any Withholding Taxes, arising in connection with this Award. | |||||||
No Rights to Future Awards | You understand and acknowledge that (1) the LTIP is discretionary; (2) PG&E Corporation may amend, suspend or terminate the LTIP as provided in the LTIP; (3) the grant of this Award does not create any contractual or other right to receive any future Awards or benefits in lieu of Awards; and (4) all determinations with respect to any future Awards, including the timing of grants, the number of Performance Share Units or other Awards granted, and the vesting schedule applicable to any such Awards, will be made in PG&E Corporation’s discretion. The value of this Award is an extraordinary item of compensation outside the scope of your regular compensation and will not be considered part of your normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end-of-service payment, bonus, service award, pension, retirement benefit or similar payment, except as otherwise required by applicable law or any applicable written agreement. | |||||||
Data Protection | You consent to the collection, use and transfer of personal data as described in this subsection. You understand and acknowledge that the Company and the Company’s Affiliates hold certain personal information regarding you for the purpose of managing and administering the LTIP, including (without limitation) your name, home address, telephone number, date of birth, social insurance or other government identification number, salary, nationality, job title, any shares or directorships held in the Company and/or any Affiliate and details of all Awards or any other entitlements to the Performance Share Units or shares awarded, canceled, settled, vested, unvested or outstanding in your favor (the “Data”). You further understand and acknowledge that the Company and/or its Affiliates will transfer Data among themselves as necessary for the purpose of implementation, administration and management of your participation in the LTIP and that the Company and/or any Affiliate may each further transfer Data to any third party assisting the Company in the implementation, administration and management of the LTIP. You understand and acknowledge that the recipients of Data may be located in the United States or elsewhere, and that the laws of a recipient’s country of operation (e.g., the United States) may not have equivalent privacy protections as local laws where you reside or work. You authorize such recipients to receive, possess, use, retain and transfer Data, in electronic or other form, for the purpose of administering your participation in the LTIP, including a transfer to any broker or other third party with whom you elect to deposit shares acquired under the LTIP of such Data as may be required for the administration of the LTIP and/or the subsequent holding of shares on your behalf. You may, at any time, view the Data, require any necessary modifications of Data, make inquiries about the treatment of Data or withdraw the consents set forth in this subsection by contacting the human resources department in writing. | |||||||
Applicable Law | This Agreement will be interpreted and enforced under the laws of the State of California. | |||||||
The LTIP and Other Agreements | This Agreement and the above cover sheet constitute the entire understanding between you and PG&E Corporation regarding the Restricted Stock Units, subject to the terms of the LTIP. Any prior agreements, commitments, or negotiations are superseded. In the event of any conflict or inconsistency between the provisions of this Agreement or the above cover sheet and the LTIP, the LTIP will govern. Capitalized terms that are not defined in this Agreement or the above cover sheet are defined in the LTIP. In the event of any conflict between the provisions of this Agreement or the above cover sheet and the PG&E Corporation 2012 Officer Severance Policy, this Agreement or the above cover sheet will govern, as applicable. For purposes of this Agreement, employment or Service with PG&E Corporation means employment or Service with any member of the Participating Company Group. | ||||
Grant of Restricted Stock Units | PG&E Corporation grants you the number of Restricted Stock Units shown on the cover sheet of this Agreement. The Restricted Stock Units are subject to the terms and conditions of this Agreement and the LTIP. | ||||
Vesting of Restricted Stock Units | As long as you remain in continued Service with PG&E Corporation, the total number of Restricted Stock Units originally subject to this Agreement, as shown on the cover sheet, will vest in accordance with the below vesting schedule (the “Normal Vesting Schedule”). <vesting_schedule> The amounts payable upon each vesting date are hereby designated separate payments for purposes of Code Section 409A. Except as described below, all Restricted Stock Units subject to this Agreement which have not vested upon termination of your Service will then be cancelled. As set forth below, the Restricted Stock Units may vest earlier upon the occurrence of certain events. | ||||
Dividends | Restricted Stock Units will accrue Dividend Equivalents in the event that cash dividends are paid with respect to PG&E Corporation common stock having a record date prior to the date on which the Restricted Stock Units are settled. Such Dividend Equivalents will be converted into cash and paid, if at all, upon settlement of the underlying Restricted Stock Units. | ||||
Settlement | Vested Restricted Stock Units will be settled in an equal number of shares of PG&E Corporation common stock, subject to the satisfaction of Withholding Taxes, as described below. PG&E Corporation will issue shares as soon as practicable after the Restricted Stock Units vest in accordance with the Normal Vesting Schedule (but not later than 60 days after the applicable vesting date) except as set forth elsewhere in this Agreement. | ||||
Voluntary Termination | In the event of your voluntary termination (other than Retirement), all unvested Restricted Stock Units will be cancelled on the date of termination. | ||||
Termination for Cause | If your Service with PG&E Corporation is terminated at any time by PG&E Corporation for cause, all unvested Restricted Stock Units will be cancelled on the date of termination. In general, termination for “cause” means termination of Service because of dishonesty, a criminal offense, or violation of a work rule, and will be determined by and in the sole discretion of PG&E Corporation. | ||||
Termination other than for Cause | If your Service with PG&E Corporation is terminated by PG&E Corporation other than for cause, any unvested Restricted Stock Units that would have vested within the 12 months following such termination had your Service continued will continue to vest and be settled pursuant to the Normal Vesting Schedule (without regard to the requirement that you be in continued Service), subject to the earlier settlement provisions of this Agreement. All other unvested Restricted Stock Units will be cancelled unless your termination of Service was in connection with a Change in Control as provided below. | ||||
Change in Control | In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without your consent, either assume or continue PG&E Corporation’s rights and obligations under this Agreement or provide a substantially equivalent award in substitution for the Restricted Stock Units subject to this Agreement. If the Restricted Stock Units are neither so assumed nor so continued by the Acquiror, and the Acquiror does not provide a substantially equivalent award in substitution for the Restricted Stock Units, all of your unvested Restricted Stock Units will vest immediately prior to and contingent upon, the Change in Control and be settled as soon as practicable following the date of the Change in Control. | ||||
Termination In Connection with a Change in Control | If you separate from service (other than termination for cause, your voluntary termination, or your Retirement) within three months before the Change in Control occurs, all of your outstanding Restricted Stock Units (including Restricted Stock Units that you would have otherwise forfeited after the end of the continued vesting period) will vest on the date of the Change in Control and will be settled as soon as practicable following the date of the Change in Control, taking into account any acceleration on account of termination or a change in control. In the event of such a separation within two years following the Change in Control, your Restricted Stock Units (to the extent they did not previously vest upon, for example, failure of the Acquiror to assume or continue this Award) will vest on the date of such separation and will be settled as soon as practicable after (but not later than 60 days after) the date of such separation. | ||||
Delay | PG&E Corporation will delay the issuance of any shares of common stock to the extent it is necessary to comply with Code Section 409A(a)(2)(B)(i) (relating to payments made to certain “key employees” of certain publicly-traded companies); in such event, any shares of common stock to which you would otherwise be entitled during the six-month period following the date of your “separation from service” under Section 409A (or shorter period ending on the date of your death following such separation) will instead be issued on the first business day following the expiration of the applicable delay period. | ||||
Withholding Taxes | The number of shares of PG&E Corporation common stock that you are otherwise entitled to receive upon settlement of Restricted Stock Units will be reduced by a number of shares having an aggregate Fair Market Value, as determined by PG&E Corporation, equal to the amount of any Federal, state, or local taxes of any kind required by law to be withheld by PG&E Corporation in connection with the Restricted Stock Units determined using a rate not exceeding the maximum applicable withholding rates, including social security and Medicare taxes due under the Federal Insurance Contributions Act and the California State Disability Insurance tax (“Withholding Taxes”). If the withheld shares were not sufficient to satisfy your Withholding Taxes, you will be required to pay, as soon as practicable, including through additional payroll withholding, any amount of the Withholding Taxes that is not satisfied by the withholding of shares described above. | ||||
Leaves of Absence | For purposes of this Agreement, if you are on an approved leave of absence from PG&E Corporation, or a recipient of PG&E Corporation sponsored disability benefits, you will continue to be considered as employed. If you do not return to active employment upon the expiration of your leave of absence or the expiration of your PG&E Corporation sponsored disability benefits, you will be considered to have voluntarily terminated your employment. See above under “Voluntary Termination.” Notwithstanding the foregoing, if the leave of absence exceeds six months, and a return to service upon expiration of such leave is not guaranteed by statute or contract, then you will be deemed to have had a “separation from service” for purposes of any Restricted Stock Units that are settled hereunder upon such separation. To the extent an authorized leave of absence is due to a medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of at least six months and such impairment causes you to be unable to perform the duties of your position of employment or any substantially similar position of employment, the six-month period in the prior sentence will be 29 months. PG&E Corporation reserves the right to determine which leaves of absence will be considered as continuing employment and when your employment terminates for all purposes under this Agreement. | ||||
Voting and Other Rights | You will not have voting rights with respect to the Restricted Stock Units until the date the underlying shares are issued (as evidenced by appropriate entry on the books of PG&E Corporation or its duly authorized transfer agent). No Restricted Stock Units and no shares of Stock that have not been issued hereunder may be sold, assigned, transferred, pledged, or otherwise encumbered, other than by will or the laws of descent and distribution. | ||||
No Retention Rights | This Agreement is not an agreement for continued Service and does not give you the right to be retained by PG&E Corporation. Except as otherwise provided in an applicable employment or service agreement, PG&E Corporation reserves the right to terminate your Service at any time and for any reason. | ||||
Recoupment of Awards | Awards are subject to recoupment in accordance with any applicable law and any recoupment policy adopted by the Corporation from time to time, including provisions of (i) the PG&E Corporation 2012 Officer Severance Policy, as amended to date, (ii) the PG&E Corporation and Pacific Gas and Electric Company Executive Incentive Compensation Recoupment Policy, as amended to date and available on the PG&E@Work internet site for the LTIP (the policy and location may be changed from time to time by PG&E Corporation), and (iii) the PG&E Corporation and Pacific Gas and Electric Company Dodd-Frank Clawback Policy, effective as of October 2, 2023 and available on the PG&E@Work internet site for the LTIP (the policy and location may be changed from time to time by PG&E Corporation). | ||||
Severability | If all or any part of this Agreement or the LTIP is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the LTIP not declared unlawful or invalid. Any provision of this Agreement, or part of any provision, so declared unlawful or invalid will, if possible, be construed in a manner that gives effect to the provision to the fullest extent possible while remaining lawful and valid. | ||||
No Tax, Legal or Investment Advice | Neither PG&E Corporation nor any member of the Participating Company Group is providing any tax, legal or investment advice, or making any recommendation, regarding your participation in the LTIP or your acquisition, holding, or sale of shares of PG&E Corporation common stock. You should consult your own personal tax, legal and financial advisors regarding this Award and any tax consequences, including any Withholding Taxes, arising in connection with this Award. | ||||
No Rights to Future Awards | You understand and acknowledge that (1) the LTIP is discretionary; (2) PG&E Corporation may amend, suspend or terminate the LTIP as provided in the LTIP; (3) the grant of this Award does not create any contractual or other right to receive any future Awards or benefits in lieu of Awards; and (4) all determinations with respect to any future Awards, including the timing of grants, the number of Restricted Stock Units or other Awards granted, and the vesting schedule applicable to any such Awards, will be made in PG&E Corporation’s discretion. The value of this Award is an extraordinary item of compensation outside the scope of your regular compensation and will not be considered part of your normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end-of-service payment, bonus, service award, pension, retirement benefit or similar payment, except as otherwise required by applicable law or any applicable written agreement. | ||||
Data Protection | You consent to the collection, use and transfer of personal data as described in this subsection. You understand and acknowledge that the Company and the Company’s Affiliates hold certain personal information regarding you for the purpose of managing and administering the LTIP, including (without limitation) your name, home address, telephone number, date of birth, social insurance or other government identification number, salary, nationality, job title, any shares or directorships held in the Company and/or any Affiliate and details of all Awards or any other entitlements to the Restricted Stock Units or shares awarded, canceled, settled, vested, unvested or outstanding in your favor (the “Data”). You further understand and acknowledge that the Company and/or its Affiliates will transfer Data among themselves as necessary for the purpose of implementation, administration and management of your participation in the LTIP and that the Company and/or any Affiliate may each further transfer Data to any third party assisting the Company in the implementation, administration and management of the LTIP. You understand and acknowledge that the recipients of Data may be located in the United States or elsewhere, and that the laws of a recipient’s country of operation (e.g., the United States) may not have equivalent privacy protections as local laws where you reside or work. You authorize such recipients to receive, possess, use, retain and transfer Data, in electronic or other form, for the purpose of administering your participation in the LTIP, including a transfer to any broker or other third party with whom you elect to deposit shares acquired under the LTIP of such Data as may be required for the administration of the LTIP and/or the subsequent holding of shares on your behalf. You may, at any time, view the Data, require any necessary modifications of Data, make inquiries about the treatment of Data or withdraw the consents set forth in this subsection by contacting the human resources department in writing. | ||||
Applicable Law | This Agreement will be interpreted and enforced under the laws of the State of California. | ||||
The LTIP and Other Agreements | This Agreement and the above cover sheet constitute the entire understanding between you and PG&E Corporation regarding the Performance Share Units, subject to the terms of the LTIP. Any prior agreements, commitments or negotiations are superseded. In the event of any conflict or inconsistency between the provisions of this Agreement or the above cover sheet and the LTIP, the LTIP will govern. Capitalized terms that are not defined in this Agreement or the above cover sheet are defined in the LTIP. In the event of any conflict between the provisions of this Agreement or the above cover sheet and the PG&E Corporation 2012 Officer Severance Policy, this Agreement or the above cover sheet will govern, as applicable. For purposes of this Agreement, employment or Service with PG&E Corporation means employment or Service with any member of the Participating Company Group. The LTIP provides the Committee with sole discretion to set and adjust the performance measures and targets and to determine and adjust the payment amount with respect to the settlement of any Performance Share Units, including adjustments to account for individual performance, rules and regulations promulgated by the California Public Utilities Commission (the “CPUC”) or other applicable regulators, or any material events impacting PG&E Corporation or any of its Affiliates. | ||||
Grant of Performance Share Units | PG&E Corporation grants you the number of Performance Share Units shown on the cover sheet of this Agreement. The Performance Share Units are subject to the terms and conditions of this Agreement and the LTIP. | ||||
Vesting of Performance Shares | As long as you remain in continued Service with PG&E Corporation, the Performance Share Units will vest upon the third anniversary of the Date of Grant specified on the cover sheet (the “Vesting Date”), in all cases subject to any requirements that Awards be held for at least three years following the Date of Grant. Except as described below, all Performance Share Units that have not vested will be cancelled upon termination of your Service. | ||||
Settlement in Shares/Performance Goals | Vested Performance Share Units will be settled in shares of PG&E Corporation common stock, subject to the satisfaction of Withholding Taxes, as described below. The number of shares you are entitled to receive will be calculated by multiplying the number of vested Performance Share Units by the “payout percentage” determined as follows during the three-year performance period from <date> through <date> (“Performance Period”) (except as set forth elsewhere in this Agreement), rounded to the nearest whole number. The percentage payout with respect to the Performance Share Units will be based on <description of performance goals (measures, targets, including percent allocation between measure categories)> (as described in Exhibit A). Subject to rounding considerations, for each measure, if performance is below threshold, the payout percentage will be 0%; if performance is at threshold, the payout percentage will be 50%; if performance is at target, the payout percentage will be 100%; and if performance is at or better than maximum, the payout percentage will be 200%. The actual payout percentage for performance between threshold and maximum will be determined based on linear interpolation between the payout percentages for threshold and target, or target and maximum, as appropriate. Notwithstanding the foregoing, the final payout will be determined in the discretion of the Committee, including any decision to reduce or forego payment entirely and based on any adjustments to the performance metrics (including after the Date of Grant) to account for individual performance, rules or regulations promulgated by the CPUC or other applicable regulators, or any material events impacting PG&E Corporation or any of its Affiliates. As part of exercising such discretion, the Committee will also take into consideration, without limitation, public, employee, and contractor safety performance. Notwithstanding the foregoing, the final payout percentage, if any, will be determined as soon as practicable following the date that the Committee determines the extent to which the performance goal has been attained. PG&E Corporation will issue shares as soon as practicable after such determination, but no earlier than the Vesting Date, and not later than 60 days after the Vesting Date. | ||||
Dividends | Performance Share Units will accrue Dividend Equivalents in the event that cash dividends are paid with respect to PG&E Corporation common stock having a record date prior to the date on which the Performance Share Units are settled. Such Dividend Equivalents will be converted into cash and paid, if at all, upon settlement of the underlying Performance Share Units. | ||||
Voluntary Termination | If you terminate your Service with PG&E Corporation voluntarily before the Vesting Date (other than for Retirement), all of the Performance Share Units will be cancelled as of the date of such termination and any Dividend Equivalents with respect to your Performance Share Units will be forfeited. | ||||
Termination for Cause | If your Service with PG&E Corporation is terminated at any time by PG&E Corporation for cause before the Vesting Date, all of the Performance Share Units will be cancelled as of the date of such termination and any Dividend Equivalents with respect to your Performance Share Units will be forfeited. In general, termination for “cause” means termination of Service because of dishonesty, a criminal offense, or violation of a work rule, and will be determined by and in the sole discretion of PG&E Corporation. | ||||
Termination other than for Cause | If your Service with PG&E Corporation is terminated by PG&E Corporation other than for cause before the Vesting Date, a portion of your outstanding Performance Share Units will vest proportionally based on the number of months during the Performance Period that you provided continued Service (rounded down) divided by the number of months in the Performance Period (36 months). All other outstanding Performance Share Units will be cancelled, and any associated Dividend Equivalents will be forfeited, unless your termination of Service was in connection with a Change in Control as provided below. Your vested Performance Share Units will be settled, if at all, as soon as practicable after the Vesting Date, and in any event within 60 days of the Vesting Date, based on the same payout percentage applied to active employees. At that time, you also will receive a cash payment, if any, equal to the amount of Dividend Equivalents over the Performance Period with respect to your vested Performance Share Units multiplied by the same payout percentage used to determine the number of shares you are entitled to receive, if any. | ||||
Retirement | In the event of your Retirement (x) on or after the date you have both (i) attained 55 years of age and (ii) completed at least five consecutive years of employment with PG&E Corporation, and (y) before the Vesting Date, a portion of your outstanding Performance Share Units will vest proportionally based on the number of months during the Performance Period that you were employed (rounded down) divided by the number of months in the Performance Period (36 months). All other outstanding Performance Share Units will be cancelled, and any associated Dividend Equivalents will be forfeited. Your vested Performance Share Units will be settled, if at all, as soon as practicable after the Vesting Date, and in any event within 60 days of the Vesting Date, based on the same payout percentage applied to active employees. At that time, you also will receive a cash payment, if any, equal to the amount of any Dividend Equivalents accrued over the Performance Period with respect to your vested Performance Share Units multiplied by the same payout percentage used to determine the number of shares you are entitled to receive, if any. Your voluntary termination of employment will be considered a Retirement if you satisfy the requirements set forth above on the date of termination of your employment (other than termination for cause). | ||||
Death/Disability | If your Service terminates due to your death or Disability (as defined in Code Section 409A) before the Vesting Date, all of your Performance Share Units will immediately vest in full. Upon termination due to death prior to the Vesting Date, vested Performance Share Units will be settled as soon as practicable, assuming target performance. Upon termination due to Disability prior to the Vesting Date, Performance Share Units will be settled, if at all, as soon as practicable after the Vesting Date, based on the same payout percentage applied to active employees. At the time of settlement, you also will receive a cash payment, if any, equal to the amount of Dividend Equivalents over the Performance Period with respect to your Performance Share Units multiplied by the same payout percentage used to determine the number of shares you are entitled to receive, if any. | ||||
Termination Due to Disposition of Subsidiary | If your Service is involuntarily terminated (other than for cause) (1) by reason of a divestiture or change in control of a subsidiary of PG&E Corporation for which you provide services, which divestiture or change in control results in such subsidiary no longer qualifying as a subsidiary corporation under Section 424(f) of the Internal Revenue Code of 1986, as amended, or (2) coincident with the sale of all or substantially all of the assets of a subsidiary of PG&E Corporation for which you provide services, then your outstanding Performance Share Units will vest and be settled in the same manner as for a “Termination other than for Cause” described above. | ||||
Change in Control | In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without your consent, either assume or continue PG&E Corporation’s rights and obligations under this Agreement or provide a substantially equivalent award in substitution for the Performance Share Units subject to this Agreement. If the Acquiror assumes or continues PG&E Corporation’s rights and obligations under this Agreement or substitutes a substantially equivalent award, Performance Share Units will vest in full (not on a pro-rata basis) on the Vesting Date, provided you have remained in continued Service with the Acquiror or an affiliate thereof through such date, and settlement will occur as soon as practicable after the Vesting Date, and in any event within 60 days of the Vesting Date. At that time, you also will receive a cash payment, if any, equal to the amount of Dividend Equivalents with respect to your Performance Share Units over the Performance Period multiplied by the same overall payout percentage used to determine the number of shares you are entitled to receive, if any. Performance for all measures will be deemed to have been achieved at target, resulting in a payout percentage of 100%. If the Change in Control of PG&E Corporation occurs before the Vesting Date, and if this Award is neither assumed nor continued by the Acquiror or if the Acquiror does not provide a substantially equivalent award in substitution for the Performance Share Units subject to this Agreement, all of your outstanding Performance Share Units will vest in full (and not pro-rata) and become nonforfeitable on the date of the Change in Control. Such vested Performance Share Units will be settled as soon as practicable following the date of the Change in Control. At that time, you also will receive a cash payment, if any, equal to the amount of Dividend Equivalents with respect to your Performance Share Units to the date of the Change in Control multiplied by the same overall payout percentage used to determine the number of shares you are entitled to receive, if any. Performance for all measures will be deemed to have been achieved at target and the payout percentage will be 100%. | ||||
Termination In Connection with a Change in Control | If your Service is terminated by PG&E Corporation other than for cause within two years following the Change in Control, all of your outstanding Performance Share Units (to the extent they did not previously vest upon failure of the Acquiror to assume or continue this Award) will vest in full (and not pro-rata) and become nonforfeitable on the date of termination of your Service. If your Service is terminated by PG&E Corporation other than for cause within three months before a Change in Control occurs, all of your outstanding Performance Share Units will vest in full (and not pro-rata) and become nonforfeitable (including the portion that you would have otherwise forfeited based on the proration of vested Performance Share Units through the date of termination of your Service) as of the date of termination of your Service. Such vested Performance Share Units will be settled as soon as practicable following your termination, taking into account any acceleration on account of termination or a Change in Control. At that time, you also will receive a cash payment, if any, equal to the amount of Dividend Equivalents with respect to your vested Performance Share Units multiplied by the same overall payout percentage used to determine the number of shares you are entitled to receive, if any. Performance for all measures will be deemed to have been achieved at target and the payout percentage will be 100%. | ||||
Delay | PG&E Corporation will delay the issuance of any shares of common stock to the extent it is necessary to comply with Code Section 409A(a)(2)(B)(i) (relating to payments made to certain “key employees” of certain publicly-traded companies); in such event, any shares of common stock to which you would otherwise be entitled during the six-month period following the date of your “separation from service” under Section 409A (or shorter period ending on the date of your death following such separation) will instead be issued on the first business day following the expiration of the applicable delay period. | ||||
Withholding Taxes | The number of shares of PG&E Corporation common stock that you are otherwise entitled to receive upon settlement of your Performance Share Units will be reduced by a number of shares having an aggregate Fair Market Value, as determined by PG&E Corporation, equal to the amount of any Federal, state, or local taxes of any kind required by law to be withheld by PG&E Corporation in connection with the Performance Share Units determined using a rate not exceeding the maximum applicable withholding rates, including social security and Medicare taxes due under the Federal Insurance Contributions Act and the California State Disability Insurance tax (“Withholding Taxes”). If the withheld shares were not sufficient to satisfy your Withholding Taxes, you will be required to pay, as soon as practicable, including through additional payroll withholding, any amount of the Withholding Taxes that is not satisfied by the withholding of shares described above. | ||||
Leaves of Absence | For purposes of this Agreement, if you are on an approved leave of absence from PG&E Corporation, or a recipient of PG&E Corporation sponsored disability benefits, you will continue to be considered as employed. If you do not return to active employment upon the expiration of your leave of absence or the expiration of your PG&E Corporation sponsored disability benefits, you will be considered to have voluntarily terminated your employment. See above under “Voluntary Termination.” Notwithstanding the foregoing, if the leave of absence exceeds six months, and a return to service upon expiration of such leave is not guaranteed by statute or contract, then you will be deemed to have had a “separation from service” for purposes of any Performance Share Units that are settled hereunder upon such separation. To the extent an authorized leave of absence is due to a medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of at least six months and such impairment causes you to be unable to perform the duties of your position of employment or any substantially similar position of employment, the six-month period in the prior sentence will be 29 months. PG&E Corporation reserves the right to determine which leaves of absence will be considered as continuing employment and when your employment terminates for all purposes under this Agreement. | ||||
Voting and Other Rights | You will not have voting rights with respect to the Performance Share Units until the date the underlying shares are issued (as evidenced by appropriate entry on the books of PG&E Corporation or its duly authorized transfer agent). No Performance Share Units and no shares of Stock that have not been issued hereunder may be sold, assigned, transferred, pledged, or otherwise encumbered, other than by will or the laws of descent and distribution. | ||||
No Retention Rights | This Agreement is not an agreement for continued Service and does not give you the right to be retained by PG&E Corporation. Except as otherwise provided in an applicable employment or service agreement, PG&E Corporation reserves the right to terminate your Service at any time and for any reason. | ||||
Recoupment of Awards | Awards are subject to recoupment in accordance with any applicable legal requirement and any recoupment policy adopted by the Corporation from time to time, including provisions of (i) the PG&E Corporation 2012 Officer Severance Policy, as amended to date, (ii) the PG&E Corporation and Pacific Gas and Electric Company Executive Incentive Compensation Recoupment Policy, amended to date and available on the PG&E@Work intranet site for the Long-Term Incentive Plan (the policy and location may be changed from time to time by PG&E Corporation), and (iii) the PG&E Corporation and Pacific Gas and Electric Company Dodd-Frank Clawback Policy, effective as of October 2, 2023 and available on the PG&E@Work intranet site for the LTIP (the policy and location may be changed from time to time by PG&E Corporation). | ||||
Severability | If all or any part of this Agreement or the LTIP is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the LTIP not declared unlawful or invalid. Any provision of this Agreement, or part of any provision, so declared unlawful or invalid will, if possible, be construed in a manner that gives effect to the provision to the fullest extent possible while remaining lawful and valid. | ||||
No Tax, Legal or Investment Advice | Neither PG&E Corporation nor any member of the Participating Company Group is providing any tax, legal or investment advice, or making any recommendation, regarding your participation in the LTIP or your acquisition, holding, or sale of shares of PG&E Corporation common stock. You should consult your own personal tax, legal and financial advisors regarding this Award and any tax consequences, including any Withholding Taxes, arising in connection with this Award. | ||||
No Rights to Future Awards | You understand and acknowledge that (1) the LTIP is discretionary; (2) PG&E Corporation may amend, suspend or terminate the LTIP as provided in the LTIP; (3) the grant of this Award does not create any contractual or other right to receive any future Awards or benefits in lieu of Awards; and (4) all determinations with respect to any future Awards, including the timing of grants, the number of Performance Share Units or other Awards granted, and the vesting schedule applicable to any such Awards, will be made in PG&E Corporation’s discretion. The value of this Award is an extraordinary item of compensation outside the scope of your regular compensation and will not be considered part of your normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end-of-service payment, bonus, service award, pension, retirement benefit or similar payment, except as otherwise required by applicable law or any applicable written agreement. | ||||
Data Protection | You consent to the collection, use and transfer of personal data as described in this subsection. You understand and acknowledge that the Company and the Company’s Affiliates hold certain personal information regarding you for the purpose of managing and administering the LTIP, including (without limitation) your name, home address, telephone number, date of birth, social insurance or other government identification number, salary, nationality, job title, any shares or directorships held in the Company and/or any Affiliate and details of all Awards or any other entitlements to the Performance Share Units or shares awarded, canceled, settled, vested, unvested or outstanding in your favor (the “Data”). You further understand and acknowledge that the Company and/or its Affiliates will transfer Data among themselves as necessary for the purpose of implementation, administration and management of your participation in the LTIP and that the Company and/or any Affiliate may each further transfer Data to any third party assisting the Company in the implementation, administration and management of the LTIP. You understand and acknowledge that the recipients of Data may be located in the United States or elsewhere, and that the laws of a recipient’s country of operation (e.g., the United States) may not have equivalent privacy protections as local laws where you reside or work. You authorize such recipients to receive, possess, use, retain and transfer Data, in electronic or other form, for the purpose of administering your participation in the LTIP, including a transfer to any broker or other third party with whom you elect to deposit shares acquired under the LTIP of such Data as may be required for the administration of the LTIP and/or the subsequent holding of shares on your behalf. You may, at any time, view the Data, require any necessary modifications of Data, make inquiries about the treatment of Data or withdraw the consents set forth in this subsection by contacting the human resources department in writing. | ||||
Applicable Law | This Agreement will be interpreted and enforced under the laws of the State of California. | ||||
The LTIP and Other Agreements | This Agreement and the above cover sheet constitute the entire understanding between you and PG&E Corporation regarding the Restricted Stock Units, subject to the terms of the LTIP. Any prior agreements, commitments, or negotiations are superseded. In the event of any conflict or inconsistency between the provisions of this Agreement or the above cover sheet and the LTIP, the LTIP will govern. Capitalized terms that are not defined in this Agreement or the above cover sheet are defined in the LTIP. In the event of any conflict between the provisions of this Agreement or the above cover sheet and the PG&E Corporation 2012 Officer Severance Policy, this Agreement or the above cover sheet will govern, as applicable. For purposes of this Agreement, employment or Service with PG&E Corporation means employment or Service with any member of the Participating Company Group. | ||||
Grant of Restricted Stock Units | PG&E Corporation grants you the number of Restricted Stock Units shown on the cover sheet of this Agreement. The Restricted Stock Units are subject to the terms and conditions of this Agreement and the LTIP. | ||||
Vesting of Restricted Stock Units | As long as you remain in continued Service with PG&E Corporation, the total number of Restricted Stock Units originally subject to this Agreement, as shown on the cover sheet, will vest in accordance with the below vesting schedule (the “Normal Vesting Schedule”). <vesting_schedule> The amounts payable upon each vesting date are hereby designated separate payments for purposes of Code Section 409A. Except as described below, all Restricted Stock Units subject to this Agreement which have not vested upon termination of your Service will then be cancelled. As set forth below, the Restricted Stock Units may vest earlier upon the occurrence of certain events. | ||||
Dividends | Restricted Stock Units will accrue Dividend Equivalents in the event that cash dividends are paid with respect to PG&E Corporation common stock having a record date prior to the date on which the Restricted Stock Units are settled. Such Dividend Equivalents will be converted into cash and paid, if at all, upon settlement of the underlying Restricted Stock Units. | ||||
Settlement | Vested Restricted Stock Units will be settled in an equal number of shares of PG&E Corporation common stock, subject to the satisfaction of Withholding Taxes, as described below. PG&E Corporation will issue shares as soon as practicable after the Restricted Stock Units vest in accordance with the Normal Vesting Schedule (but not later than 60 days after the applicable vesting date) except as set forth elsewhere in this Agreement. | ||||
Voluntary Termination | In the event of your voluntary termination, all unvested Restricted Stock Units will be cancelled on the date of termination. | ||||
Termination for Cause | If your Service with PG&E Corporation is terminated at any time by PG&E Corporation for cause, all unvested Restricted Stock Units will be cancelled on the date of termination. In general, termination for “cause” means termination of Service because of dishonesty, a criminal offense, or violation of a work rule, and will be determined by and in the sole discretion of PG&E Corporation. | ||||
Termination other than for Cause | If your Service with PG&E Corporation is terminated by PG&E Corporation other than for cause, any unvested Restricted Stock Units that would have vested within the 12 months following such termination had your Service continued will continue to vest and be settled pursuant to the Normal Vesting Schedule (without regard to the requirement that you be in continued Service), subject to the earlier settlement provisions of this Agreement. All other unvested Restricted Stock Units will be cancelled unless your termination of Service was in connection with a Change in Control as provided below. | ||||
Death/Disability | If your Service terminates due to your death or Disability (as defined in Code Section 409A) while you are in continued Service, all of your Restricted Stock Units will vest in full and be settled as soon as practicable after the date of such event. If your death or Disability occurs following the termination of your Service and your Restricted Stock Units are then outstanding under the terms hereof, then all of your vested Restricted Stock Units plus any Restricted Stock Units that would have otherwise vested during any continued vesting period hereunder will be settled as soon as practicable after the date of your death or Disability. | ||||
Termination Due to Disposition of Subsidiary | If your Service is involuntarily terminated other than for cause (1) by reason of a divestiture or change in control of a subsidiary of PG&E Corporation for which you provide services, which divestiture or change in control results in such subsidiary no longer qualifying as a subsidiary corporation under Code Section 424(f), or (2) coincident with the sale of all or substantially all of the assets of a subsidiary of PG&E Corporation for which you provide services, then your Restricted Stock Units will vest and be settled in the same manner as for a “Termination other than for Cause” described above. | ||||
Change in Control | In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without your consent, either assume or continue PG&E Corporation’s rights and obligations under this Agreement or provide a substantially equivalent award in substitution for the Restricted Stock Units subject to this Agreement. If the Restricted Stock Units are neither so assumed nor so continued by the Acquiror, and the Acquiror does not provide a substantially equivalent award in substitution for the Restricted Stock Units, all of your unvested Restricted Stock Units will vest immediately prior to and contingent upon, the Change in Control and be settled as soon as practicable following the date of the Change in Control. | ||||
Termination In Connection with a Change in Control | If you separate from service (other than termination for cause or your voluntary termination) within three months before the Change in Control occurs, all of your outstanding Restricted Stock Units (including Restricted Stock Units that you would have otherwise forfeited after the end of the continued vesting period) will vest on the date of the Change in Control and will be settled as soon as practicable following the date of the Change in Control, taking into account any acceleration on account of termination or a change in control. In the event of such a separation within two years following the Change in Control, your Restricted Stock Units (to the extent they did not previously vest upon, for example, failure of the Acquiror to assume or continue this Award) will vest on the date of such separation and will be settled as soon as practicable after (but not later than 60 days after) the date of such separation. | ||||
Delay | PG&E Corporation will delay the issuance of any shares of common stock to the extent it is necessary to comply with Code Section 409A(a)(2)(B)(i) (relating to payments made to certain “key employees” of certain publicly-traded companies); in such event, any shares of common stock to which you would otherwise be entitled during the six-month period following the date of your “separation from service” under Section 409A (or shorter period ending on the date of your death following such separation) will instead be issued on the first business day following the expiration of the applicable delay period. | ||||
Withholding Taxes | The number of shares of PG&E Corporation common stock that you are otherwise entitled to receive upon settlement of Restricted Stock Units will be reduced by a number of shares having an aggregate Fair Market Value, as determined by PG&E Corporation, equal to the amount of any Federal, state, or local taxes of any kind required by law to be withheld by PG&E Corporation in connection with the Restricted Stock Units determined using a rate not exceeding the maximum applicable withholding rates, including social security and Medicare taxes due under the Federal Insurance Contributions Act and the California State Disability Insurance tax (“Withholding Taxes”). If the withheld shares were not sufficient to satisfy your Withholding Taxes, you will be required to pay, as soon as practicable, including through additional payroll withholding, any amount of the Withholding Taxes that is not satisfied by the withholding of shares described above. | ||||
Leaves of Absence | For purposes of this Agreement, if you are on an approved leave of absence from PG&E Corporation, or a recipient of PG&E Corporation sponsored disability benefits, you will continue to be considered as employed. If you do not return to active employment upon the expiration of your leave of absence or the expiration of your PG&E Corporation sponsored disability benefits, you will be considered to have voluntarily terminated your employment. See above under “Voluntary Termination.” Notwithstanding the foregoing, if the leave of absence exceeds six months, and a return to service upon expiration of such leave is not guaranteed by statute or contract, then you will be deemed to have had a “separation from service” for purposes of any Restricted Stock Units that are settled hereunder upon such separation. To the extent an authorized leave of absence is due to a medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of at least six months and such impairment causes you to be unable to perform the duties of your position of employment or any substantially similar position of employment, the six-month period in the prior sentence will be 29 months. PG&E Corporation reserves the right to determine which leaves of absence will be considered as continuing employment and when your employment terminates for all purposes under this Agreement. | ||||
Voting and Other Rights | You will not have voting rights with respect to the Restricted Stock Units until the date the underlying shares are issued (as evidenced by appropriate entry on the books of PG&E Corporation or its duly authorized transfer agent). No Restricted Stock Units and no shares of Stock that have not been issued hereunder may be sold, assigned, transferred, pledged, or otherwise encumbered, other than by will or the laws of descent and distribution. | ||||
No Retention Rights | This Agreement is not an agreement for continued Service and does not give you the right to be retained by PG&E Corporation. Except as otherwise provided in an applicable employment or service agreement, PG&E Corporation reserves the right to terminate your Service at any time and for any reason. | ||||
Recoupment of Awards | Awards are subject to recoupment in accordance with any applicable law and any recoupment policy adopted by the Corporation from time to time, including provisions of (i) the PG&E Corporation 2012 Officer Severance Policy, as amended to date, (ii) the PG&E Corporation and Pacific Gas and Electric Company Executive Incentive Compensation Recoupment Policy, as amended to date and available on the PG&E@Work internet site for the LTIP (the policy and location may be changed from time to time by PG&E Corporation), and (iii) the PG&E Corporation and Pacific Gas and Electric Company Dodd-Frank Clawback Policy, effective as of October 2, 2023 and available on the PG&E@Work internet site for the LTIP (the policy and location may be changed from time to time by PG&E Corporation). | ||||
Severability | If all or any part of this Agreement or the LTIP is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the LTIP not declared unlawful or invalid. Any provision of this Agreement, or part of any provision, so declared unlawful or invalid will, if possible, be construed in a manner that gives effect to the provision to the fullest extent possible while remaining lawful and valid. | ||||
No Tax, Legal or Investment Advice | Neither PG&E Corporation nor any member of the Participating Company Group is providing any tax, legal or investment advice, or making any recommendation, regarding your participation in the LTIP or your acquisition, holding, or sale of shares of PG&E Corporation common stock. You should consult your own personal tax, legal and financial advisors regarding this Award and any tax consequences, including any Withholding Taxes, arising in connection with this Award. | ||||
No Rights to Future Awards | You understand and acknowledge that (1) the LTIP is discretionary; (2) PG&E Corporation may amend, suspend or terminate the LTIP as provided in the LTIP; (3) the grant of this Award does not create any contractual or other right to receive any future Awards or benefits in lieu of Awards; and (4) all determinations with respect to any future Awards, including the timing of grants, the number of Restricted Stock Units or other Awards granted, and the vesting schedule applicable to any such Awards, will be made in PG&E Corporation’s discretion. The value of this Award is an extraordinary item of compensation outside the scope of your regular compensation and will not be considered part of your normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end-of-service payment, bonus, service award, pension, retirement benefit or similar payment, except as otherwise required by applicable law or any applicable written agreement. | ||||
Data Protection | You consent to the collection, use and transfer of personal data as described in this subsection. You understand and acknowledge that the Company and the Company’s Affiliates hold certain personal information regarding you for the purpose of managing and administering the LTIP, including (without limitation) your name, home address, telephone number, date of birth, social insurance or other government identification number, salary, nationality, job title, any shares or directorships held in the Company and/or any Affiliate and details of all Awards or any other entitlements to the Restricted Stock Units or shares awarded, canceled, settled, vested, unvested or outstanding in your favor (the “Data”). You further understand and acknowledge that the Company and/or its Affiliates will transfer Data among themselves as necessary for the purpose of implementation, administration and management of your participation in the LTIP and that the Company and/or any Affiliate may each further transfer Data to any third party assisting the Company in the implementation, administration and management of the LTIP. You understand and acknowledge that the recipients of Data may be located in the United States or elsewhere, and that the laws of a recipient’s country of operation (e.g., the United States) may not have equivalent privacy protections as local laws where you reside or work. You authorize such recipients to receive, possess, use, retain and transfer Data, in electronic or other form, for the purpose of administering your participation in the LTIP, including a transfer to any broker or other third party with whom you elect to deposit shares acquired under the LTIP of such Data as may be required for the administration of the LTIP and/or the subsequent holding of shares on your behalf. You may, at any time, view the Data, require any necessary modifications of Data, make inquiries about the treatment of Data or withdraw the consents set forth in this subsection by contacting the human resources department in writing. | ||||
Applicable Law | This Agreement will be interpreted and enforced under the laws of the State of California. | ||||
The LTIP and Other Agreements | This Agreement and the above cover sheet constitute the entire understanding between you and PG&E Corporation regarding the Restricted Stock Units, subject to the terms of the LTIP. Any prior agreements, commitments, or negotiations are superseded. In the event of any conflict or inconsistency between the provisions of this Agreement or the above cover sheet and the LTIP, the LTIP will govern. Capitalized terms that are not defined in this Agreement or the above cover sheet are defined in the LTIP. In the event of any conflict between the provisions of this Agreement or the above cover sheet and the PG&E Corporation 2012 Officer Severance Policy, this Agreement or the above cover sheet will govern, as applicable. For purposes of this Agreement, employment or Service with PG&E Corporation means employment or Service with any member of the Participating Company Group. | ||||
Grant of Restricted Stock Units | PG&E Corporation grants you the number of Restricted Stock Units shown on the cover sheet of this Agreement. The Restricted Stock Units are subject to the terms and conditions of this Agreement and the LTIP. | ||||
Vesting of Restricted Stock Units | As long as you remain in continued Service with PG&E Corporation, the total number of Restricted Stock Units originally subject to this Agreement, as shown on the cover sheet, will vest in accordance with the below vesting schedule (the “Normal Vesting Schedule”). <vesting_schedule> The amounts payable upon each vesting date are hereby designated separate payments for purposes of Code Section 409A. Except as described below, all Restricted Stock Units subject to this Agreement which have not vested upon termination of your Service will then be cancelled. As set forth below, the Restricted Stock Units may vest earlier upon the occurrence of certain events. | ||||
Dividends | Restricted Stock Units will accrue Dividend Equivalents in the event that cash dividends are paid with respect to PG&E Corporation common stock having a record date prior to the date on which the Restricted Stock Units are settled. Such Dividend Equivalents will be converted into cash and paid, if at all, upon settlement of the underlying Restricted Stock Units. | ||||
Settlement | Vested Restricted Stock Units will be settled in an equal number of shares of PG&E Corporation common stock, subject to the satisfaction of Withholding Taxes, as described below. PG&E Corporation will issue shares as soon as practicable after the Restricted Stock Units vest in accordance with the Normal Vesting Schedule (but not later than 60 days after the applicable vesting date) except as set forth elsewhere in this Agreement. | ||||
Voluntary Termination | In the event of your voluntary termination (other than Retirement), all unvested Restricted Stock Units will be cancelled on the date of termination. | ||||
Termination for Cause | If your Service with PG&E Corporation is terminated at any time by PG&E Corporation for cause, all unvested Restricted Stock Units will be cancelled on the date of termination. In general, termination for “cause” means termination of Service because of dishonesty, a criminal offense, or violation of a work rule, and will be determined by and in the sole discretion of PG&E Corporation. | ||||
Termination other than for Cause | If your Service with PG&E Corporation is terminated by PG&E Corporation other than for cause, any unvested Restricted Stock Units that would have vested within the 12 months following such termination had your Service continued will continue to vest and be settled pursuant to the Normal Vesting Schedule (without regard to the requirement that you be in continued Service), subject to the earlier settlement provisions of this Agreement. All other unvested Restricted Stock Units will be cancelled unless your termination of Service was in connection with a Change in Control as provided below. | ||||
Change in Control | In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without your consent, either assume or continue PG&E Corporation’s rights and obligations under this Agreement or provide a substantially equivalent award in substitution for the Restricted Stock Units subject to this Agreement. If the Restricted Stock Units are neither so assumed nor so continued by the Acquiror, and the Acquiror does not provide a substantially equivalent award in substitution for the Restricted Stock Units, all of your unvested Restricted Stock Units will vest immediately prior to and contingent upon, the Change in Control and be settled as soon as practicable following the date of the Change in Control. | ||||
Termination In Connection with a Change in Control | If you separate from service (other than termination for cause, your voluntary termination, or your Retirement) within three months before the Change in Control occurs, all of your outstanding Restricted Stock Units (including Restricted Stock Units that you would have otherwise forfeited after the end of the continued vesting period) will vest on the date of the Change in Control and will be settled as soon as practicable following the date of the Change in Control, taking into account any acceleration on account of termination or a change in control. In the event of such a separation within two years following the Change in Control, your Restricted Stock Units (to the extent they did not previously vest upon, for example, failure of the Acquiror to assume or continue this Award) will vest on the date of such separation and will be settled as soon as practicable after (but not later than 60 days after) the date of such separation. | ||||
Delay | PG&E Corporation will delay the issuance of any shares of common stock to the extent it is necessary to comply with Code Section 409A(a)(2)(B)(i) (relating to payments made to certain “key employees” of certain publicly-traded companies); in such event, any shares of common stock to which you would otherwise be entitled during the six-month period following the date of your “separation from service” under Section 409A (or shorter period ending on the date of your death following such separation) will instead be issued on the first business day following the expiration of the applicable delay period. | ||||
Withholding Taxes | The number of shares of PG&E Corporation common stock that you are otherwise entitled to receive upon settlement of Restricted Stock Units will be reduced by a number of shares having an aggregate Fair Market Value, as determined by PG&E Corporation, equal to the amount of any Federal, state, or local taxes of any kind required by law to be withheld by PG&E Corporation in connection with the Restricted Stock Units determined using a rate not exceeding the maximum applicable withholding rates, including social security and Medicare taxes due under the Federal Insurance Contributions Act and the California State Disability Insurance tax (“Withholding Taxes”). If the withheld shares were not sufficient to satisfy your Withholding Taxes, you will be required to pay, as soon as practicable, including through additional payroll withholding, any amount of the Withholding Taxes that is not satisfied by the withholding of shares described above. | ||||
Leaves of Absence | For purposes of this Agreement, if you are on an approved leave of absence from PG&E Corporation, or a recipient of PG&E Corporation sponsored disability benefits, you will continue to be considered as employed. If you do not return to active employment upon the expiration of your leave of absence or the expiration of your PG&E Corporation sponsored disability benefits, you will be considered to have voluntarily terminated your employment. See above under “Voluntary Termination.” Notwithstanding the foregoing, if the leave of absence exceeds six months, and a return to service upon expiration of such leave is not guaranteed by statute or contract, then you will be deemed to have had a “separation from service” for purposes of any Restricted Stock Units that are settled hereunder upon such separation. To the extent an authorized leave of absence is due to a medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of at least six months and such impairment causes you to be unable to perform the duties of your position of employment or any substantially similar position of employment, the six-month period in the prior sentence will be 29 months. PG&E Corporation reserves the right to determine which leaves of absence will be considered as continuing employment and when your employment terminates for all purposes under this Agreement. | ||||
Voting and Other Rights | You will not have voting rights with respect to the Restricted Stock Units until the date the underlying shares are issued (as evidenced by appropriate entry on the books of PG&E Corporation or its duly authorized transfer agent). No Restricted Stock Units and no shares of Stock that have not been issued hereunder may be sold, assigned, transferred, pledged, or otherwise encumbered, other than by will or the laws of descent and distribution. | ||||
No Retention Rights | This Agreement is not an agreement for continued Service and does not give you the right to be retained by PG&E Corporation. Except as otherwise provided in an applicable employment or service agreement, PG&E Corporation reserves the right to terminate your Service at any time and for any reason. | ||||
Recoupment of Awards | Awards are subject to recoupment in accordance with any applicable law and any recoupment policy adopted by the Corporation from time to time, including provisions of (i) the PG&E Corporation 2012 Officer Severance Policy, as amended to date, (ii) the PG&E Corporation and Pacific Gas and Electric Company Executive Incentive Compensation Recoupment Policy, as amended to date and available on the PG&E@Work internet site for the LTIP (the policy and location may be changed from time to time by PG&E Corporation), and (iii) the PG&E Corporation and Pacific Gas and Electric Company Dodd-Frank Clawback Policy, effective as of October 2, 2023 and available on the PG&E@Work internet site for the LTIP (the policy and location may be changed from time to time by PG&E Corporation). | ||||
Severability | If all or any part of this Agreement or the LTIP is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the LTIP not declared unlawful or invalid. Any provision of this Agreement, or part of any provision, so declared unlawful or invalid will, if possible, be construed in a manner that gives effect to the provision to the fullest extent possible while remaining lawful and valid. | ||||
No Tax, Legal or Investment Advice | Neither PG&E Corporation nor any member of the Participating Company Group is providing any tax, legal or investment advice, or making any recommendation, regarding your participation in the LTIP or your acquisition, holding, or sale of shares of PG&E Corporation common stock. You should consult your own personal tax, legal and financial advisors regarding this Award and any tax consequences, including any Withholding Taxes, arising in connection with this Award. | ||||
No Rights to Future Awards | You understand and acknowledge that (1) the LTIP is discretionary; (2) PG&E Corporation may amend, suspend or terminate the LTIP as provided in the LTIP; (3) the grant of this Award does not create any contractual or other right to receive any future Awards or benefits in lieu of Awards; and (4) all determinations with respect to any future Awards, including the timing of grants, the number of Restricted Stock Units or other Awards granted, and the vesting schedule applicable to any such Awards, will be made in PG&E Corporation’s discretion. The value of this Award is an extraordinary item of compensation outside the scope of your regular compensation and will not be considered part of your normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end-of-service payment, bonus, service award, pension, retirement benefit or similar payment, except as otherwise required by applicable law or any applicable written agreement. | ||||
Data Protection | You consent to the collection, use and transfer of personal data as described in this subsection. You understand and acknowledge that the Company and the Company’s Affiliates hold certain personal information regarding you for the purpose of managing and administering the LTIP, including (without limitation) your name, home address, telephone number, date of birth, social insurance or other government identification number, salary, nationality, job title, any shares or directorships held in the Company and/or any Affiliate and details of all Awards or any other entitlements to the Restricted Stock Units or shares awarded, canceled, settled, vested, unvested or outstanding in your favor (the “Data”). You further understand and acknowledge that the Company and/or its Affiliates will transfer Data among themselves as necessary for the purpose of implementation, administration and management of your participation in the LTIP and that the Company and/or any Affiliate may each further transfer Data to any third party assisting the Company in the implementation, administration and management of the LTIP. You understand and acknowledge that the recipients of Data may be located in the United States or elsewhere, and that the laws of a recipient’s country of operation (e.g., the United States) may not have equivalent privacy protections as local laws where you reside or work. You authorize such recipients to receive, possess, use, retain and transfer Data, in electronic or other form, for the purpose of administering your participation in the LTIP, including a transfer to any broker or other third party with whom you elect to deposit shares acquired under the LTIP of such Data as may be required for the administration of the LTIP and/or the subsequent holding of shares on your behalf. You may, at any time, view the Data, require any necessary modifications of Data, make inquiries about the treatment of Data or withdraw the consents set forth in this subsection by contacting the human resources department in writing. | ||||
Applicable Law | This Agreement will be interpreted and enforced under the laws of the State of California. | ||||
The LTIP and Other Agreements | This Agreement and the above cover sheet constitute the entire understanding between you and PG&E Corporation regarding the Restricted Stock Units, subject to the terms of the LTIP. Any prior agreements, commitments, or negotiations are superseded. In the event of any conflict or inconsistency between the provisions of this Agreement or the above cover sheet and the LTIP, the LTIP will govern. Capitalized terms that are not defined in this Agreement or the above cover sheet are defined in the LTIP. In the event of any conflict between the provisions of this Agreement or the above cover sheet and the PG&E Corporation 2012 Officer Severance Policy, this Agreement or the above cover sheet will govern, as applicable. For purposes of this Agreement, employment or Service with PG&E Corporation means employment or Service with any member of the Participating Company Group. | ||||
Grant of Restricted Stock Units | PG&E Corporation grants you the number of Restricted Stock Units shown on the cover sheet of this Agreement. The Restricted Stock Units are subject to the terms and conditions of this Agreement and the LTIP. | ||||
Vesting of Restricted Stock Units | As long as you remain in continued Service with PG&E Corporation, the total number of Restricted Stock Units originally subject to this Agreement, as shown on the cover sheet, will vest in accordance with the below vesting schedule (the “Normal Vesting Schedule”). <vesting_schedule> The amounts payable upon each vesting date are hereby designated separate payments for purposes of Code Section 409A. Except as described below, all Restricted Stock Units subject to this Agreement which have not vested upon termination of your Service will then be cancelled. As set forth below, the Restricted Stock Units may vest earlier upon the occurrence of certain events. | ||||
Dividends | Restricted Stock Units will accrue Dividend Equivalents in the event that cash dividends are paid with respect to PG&E Corporation common stock having a record date prior to the date on which the Restricted Stock Units are settled. Such Dividend Equivalents will be converted into cash and paid, if at all, upon settlement of the underlying Restricted Stock Units. | ||||
Settlement | Vested Restricted Stock Units will be settled in an equal number of shares of PG&E Corporation common stock, subject to the satisfaction of Withholding Taxes, as described below. PG&E Corporation will issue shares as soon as practicable after the Restricted Stock Units vest in accordance with the Normal Vesting Schedule (but not later than 60 days after the applicable vesting date) except as set forth elsewhere in this Agreement. | ||||
Voluntary Termination | In the event of your voluntary termination, all unvested Restricted Stock Units will be cancelled on the date of termination. | ||||
Termination for Cause | If your Service with PG&E Corporation is terminated at any time by PG&E Corporation for cause, all unvested Restricted Stock Units will be cancelled on the date of termination. In general, termination for “cause” means termination of Service because of dishonesty, a criminal offense, or violation of a work rule, and will be determined by and in the sole discretion of PG&E Corporation. | ||||
Termination other than for Cause | If your Service with PG&E Corporation is terminated by PG&E Corporation other than for cause, any unvested Restricted Stock Units that would have vested within the 12 months following such termination had your Service continued will continue to vest and be settled pursuant to the Normal Vesting Schedule (without regard to the requirement that you be in continued Service), subject to the earlier settlement provisions of this Agreement. All other unvested Restricted Stock Units will be cancelled unless your termination of Service was in connection with a Change in Control as provided below. | ||||
Death/Disability | If your Service terminates due to your death or Disability (as defined in Code Section 409A) while you are in continued Service, all of your Restricted Stock Units will vest in full and be settled as soon as practicable after the date of such event. If your death or Disability occurs following the termination of your Service and your Restricted Stock Units are then outstanding under the terms hereof, then all of your vested Restricted Stock Units plus any Restricted Stock Units that would have otherwise vested during any continued vesting period hereunder will be settled as soon as practicable after the date of your death or Disability. | ||||
Termination Due to Disposition of Subsidiary | If your Service is involuntarily terminated other than for cause (1) by reason of a divestiture or change in control of a subsidiary of PG&E Corporation for which you provide services, which divestiture or change in control results in such subsidiary no longer qualifying as a subsidiary corporation under Code Section 424(f), or (2) coincident with the sale of all or substantially all of the assets of a subsidiary of PG&E Corporation for which you provide services, then your Restricted Stock Units will vest and be settled in the same manner as for a “Termination other than for Cause” described above. | ||||
Change in Control | In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without your consent, either assume or continue PG&E Corporation’s rights and obligations under this Agreement or provide a substantially equivalent award in substitution for the Restricted Stock Units subject to this Agreement. If the Restricted Stock Units are neither so assumed nor so continued by the Acquiror, and the Acquiror does not provide a substantially equivalent award in substitution for the Restricted Stock Units, all of your unvested Restricted Stock Units will vest immediately prior to and contingent upon, the Change in Control and be settled as soon as practicable following the date of the Change in Control. | ||||
Termination In Connection with a Change in Control | If you separate from service (other than termination for cause or your voluntary termination) within three months before the Change in Control occurs, all of your outstanding Restricted Stock Units (including Restricted Stock Units that you would have otherwise forfeited after the end of the continued vesting period) will vest on the date of the Change in Control and will be settled as soon as practicable following the date of the Change in Control, taking into account any acceleration on account of termination or a change in control. In the event of such a separation within two years following the Change in Control, your Restricted Stock Units (to the extent they did not previously vest upon, for example, failure of the Acquiror to assume or continue this Award) will vest on the date of such separation and will be settled as soon as practicable after (but not later than 60 days after) the date of such separation. | ||||
Delay | PG&E Corporation will delay the issuance of any shares of common stock to the extent it is necessary to comply with Code Section 409A(a)(2)(B)(i) (relating to payments made to certain “key employees” of certain publicly-traded companies); in such event, any shares of common stock to which you would otherwise be entitled during the six-month period following the date of your “separation from service” under Section 409A (or shorter period ending on the date of your death following such separation) will instead be issued on the first business day following the expiration of the applicable delay period. | ||||
Withholding Taxes | The number of shares of PG&E Corporation common stock that you are otherwise entitled to receive upon settlement of Restricted Stock Units will be reduced by a number of shares having an aggregate Fair Market Value, as determined by PG&E Corporation, equal to the amount of any Federal, state, or local taxes of any kind required by law to be withheld by PG&E Corporation in connection with the Restricted Stock Units determined using a rate not exceeding the maximum applicable withholding rates, including social security and Medicare taxes due under the Federal Insurance Contributions Act and the California State Disability Insurance tax (“Withholding Taxes”). If the withheld shares were not sufficient to satisfy your Withholding Taxes, you will be required to pay, as soon as practicable, including through additional payroll withholding, any amount of the Withholding Taxes that is not satisfied by the withholding of shares described above. | ||||
Leaves of Absence | For purposes of this Agreement, if you are on an approved leave of absence from PG&E Corporation, or a recipient of PG&E Corporation sponsored disability benefits, you will continue to be considered as employed. If you do not return to active employment upon the expiration of your leave of absence or the expiration of your PG&E Corporation sponsored disability benefits, you will be considered to have voluntarily terminated your employment. See above under “Voluntary Termination.” Notwithstanding the foregoing, if the leave of absence exceeds six months, and a return to service upon expiration of such leave is not guaranteed by statute or contract, then you will be deemed to have had a “separation from service” for purposes of any Restricted Stock Units that are settled hereunder upon such separation. To the extent an authorized leave of absence is due to a medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of at least six months and such impairment causes you to be unable to perform the duties of your position of employment or any substantially similar position of employment, the six-month period in the prior sentence will be 29 months. PG&E Corporation reserves the right to determine which leaves of absence will be considered as continuing employment and when your employment terminates for all purposes under this Agreement. | ||||
Voting and Other Rights | You will not have voting rights with respect to the Restricted Stock Units until the date the underlying shares are issued (as evidenced by appropriate entry on the books of PG&E Corporation or its duly authorized transfer agent). No Restricted Stock Units and no shares of Stock that have not been issued hereunder may be sold, assigned, transferred, pledged, or otherwise encumbered, other than by will or the laws of descent and distribution. | ||||
No Retention Rights | This Agreement is not an agreement for continued Service and does not give you the right to be retained by PG&E Corporation. Except as otherwise provided in an applicable employment or service agreement, PG&E Corporation reserves the right to terminate your Service at any time and for any reason. | ||||
Recoupment of Awards | Awards are subject to recoupment in accordance with any applicable law and any recoupment policy adopted by the Corporation from time to time, including provisions of (i) the PG&E Corporation 2012 Officer Severance Policy, as amended to date, (ii) the PG&E Corporation and Pacific Gas and Electric Company Executive Incentive Compensation Recoupment Policy, as amended to date and available on the PG&E@Work internet site for the LTIP (the policy and location may be changed from time to time by PG&E Corporation), and (iii) the PG&E Corporation and Pacific Gas and Electric Company Dodd-Frank Clawback Policy, effective as of October 2, 2023 and available on the PG&E@Work internet site for the LTIP (the policy and location may be changed from time to time by PG&E Corporation). | ||||
Severability | If all or any part of this Agreement or the LTIP is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the LTIP not declared unlawful or invalid. Any provision of this Agreement, or part of any provision, so declared unlawful or invalid will, if possible, be construed in a manner that gives effect to the provision to the fullest extent possible while remaining lawful and valid. | ||||
No Tax, Legal or Investment Advice | Neither PG&E Corporation nor any member of the Participating Company Group is providing any tax, legal or investment advice, or making any recommendation, regarding your participation in the LTIP or your acquisition, holding, or sale of shares of PG&E Corporation common stock. You should consult your own personal tax, legal and financial advisors regarding this Award and any tax consequences, including any Withholding Taxes, arising in connection with this Award. | ||||
No Rights to Future Awards | You understand and acknowledge that (1) the LTIP is discretionary; (2) PG&E Corporation may amend, suspend or terminate the LTIP as provided in the LTIP; (3) the grant of this Award does not create any contractual or other right to receive any future Awards or benefits in lieu of Awards; and (4) all determinations with respect to any future Awards, including the timing of grants, the number of Restricted Stock Units or other Awards granted, and the vesting schedule applicable to any such Awards, will be made in PG&E Corporation’s discretion. The value of this Award is an extraordinary item of compensation outside the scope of your regular compensation and will not be considered part of your normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end-of-service payment, bonus, service award, pension, retirement benefit or similar payment, except as otherwise required by applicable law or any applicable written agreement. | ||||
Data Protection | You consent to the collection, use and transfer of personal data as described in this subsection. You understand and acknowledge that the Company and the Company’s Affiliates hold certain personal information regarding you for the purpose of managing and administering the LTIP, including (without limitation) your name, home address, telephone number, date of birth, social insurance or other government identification number, salary, nationality, job title, any shares or directorships held in the Company and/or any Affiliate and details of all Awards or any other entitlements to the Restricted Stock Units or shares awarded, canceled, settled, vested, unvested or outstanding in your favor (the “Data”). You further understand and acknowledge that the Company and/or its Affiliates will transfer Data among themselves as necessary for the purpose of implementation, administration and management of your participation in the LTIP and that the Company and/or any Affiliate may each further transfer Data to any third party assisting the Company in the implementation, administration and management of the LTIP. You understand and acknowledge that the recipients of Data may be located in the United States or elsewhere, and that the laws of a recipient’s country of operation (e.g., the United States) may not have equivalent privacy protections as local laws where you reside or work. You authorize such recipients to receive, possess, use, retain and transfer Data, in electronic or other form, for the purpose of administering your participation in the LTIP, including a transfer to any broker or other third party with whom you elect to deposit shares acquired under the LTIP of such Data as may be required for the administration of the LTIP and/or the subsequent holding of shares on your behalf. You may, at any time, view the Data, require any necessary modifications of Data, make inquiries about the treatment of Data or withdraw the consents set forth in this subsection by contacting the human resources department in writing. | ||||
Applicable Law | This Agreement will be interpreted and enforced under the laws of the State of California. | ||||
The LTIP and Other Agreements | This Agreement and the above cover sheet constitute the entire understanding between you and PG&E Corporation regarding the Restricted Stock Units, subject to the terms of the LTIP. Any prior agreements, commitments, or negotiations are superseded. In the event of any conflict or inconsistency between the provisions of this Agreement or the above cover sheet and the LTIP, the LTIP will govern. Capitalized terms that are not defined in this Agreement or the above cover sheet are defined in the LTIP. In the event of any conflict between the provisions of this Agreement or the above cover sheet and the PG&E Corporation 2012 Officer Severance Policy, this Agreement or the above cover sheet will govern, as applicable. For purposes of this Agreement, employment or Service with PG&E Corporation means employment or Service with any member of the Participating Company Group. | ||||
Grant of Restricted Stock Units | PG&E Corporation grants you the number of Restricted Stock Units shown on the cover sheet of this Agreement. The Restricted Stock Units are subject to the terms and conditions of this Agreement and the LTIP. These Restricted Stock Units are limited to the <Program Functional Area> (the “Program”) and are subject to participation in the Program. | ||||
Vesting of Restricted Stock Unit | Vesting is conditional on satisfaction of all of the vesting criteria described below, including, as applicable, your continued Service for PG&E Corporation through the applicable vesting date or event: [Performance-Based Vesting: [x (x%)] of the total number of Restricted Stock Units originally subject to this Agreement, as shown on the cover sheet, will vest upon the achievement of the below performance goal(s). Performance Goals <[Description of performance goal]> Except as otherwise set forth in this Agreement, Performance-Based Vesting is also conditional on your continued participation in the Program through the applicable vesting date or event. Participation in the Program for only a portion of the vested period will not entitle you to any vesting credit, except where the Chief People Officer or a delegate thereof makes a written determination that vesting may continue in the event your participation in the Program ceases at the request of PG&E Corporation.] [Service-Based Vesting: As long as you remain in continued Service with PG&E Corporation and participate in the Program through the applicable vesting date, then a portion of the total number of Restricted Stock Units will vest in accordance with the below service-based vesting schedule. <vesting schedule> <[x (x%)] of the total number of Restricted Stock Units will vest on the one (1)-year anniversary of the Date of Grant; [x (x%)] of the total number of Restricted Stock Units will vest on the two (2)-year anniversary of the Date of Grant; and [x (x%)] of the total number of Restricted Stock Units will vest on the three (3)-year anniversary of the Date of Grant.>] The amount(s) payable upon each vesting date or event are hereby designated separate payments for purposes of Code Section 409A. Except as described below, all Restricted Stock Units subject to this Agreement which have not vested upon termination of your Service will then be cancelled. As set forth below, the Restricted Stock Units may vest earlier upon the occurrence of certain events. | ||||
Dividends | Restricted Stock Units will accrue Dividend Equivalents if cash dividends are paid with respect to PG&E Corporation common stock having a record date prior to the date on which the Restricted Stock Units are settled. Such Dividend Equivalents will be converted into cash and paid, if at all, upon settlement of the underlying Restricted Stock Units. | ||||
Settlement | Vested Restricted Stock Units will be settled in an equal number of shares of PG&E Corporation common stock, subject to the satisfaction of Withholding Taxes, as described below. PG&E Corporation will issue shares as soon as practicable after the Restricted Stock Units vest in accordance with the applicable vesting date or event, as described in the applicable vesting conditions described above (but not later than March 15 of the following calendar year), except as may be set forth elsewhere in this Agreement. | ||||
Voluntary Termination | In the event of your voluntary termination, all unvested Restricted Stock Units will be cancelled on the date of termination. | ||||
Termination for Cause | If your Service with PG&E Corporation is terminated at any time by PG&E Corporation for cause, all unvested Restricted Stock Units will be cancelled on the date of termination. In general, termination for “cause” means termination of Service because of dishonesty, a criminal offense, or violation of a work rule, and will be determined by and in the sole discretion of PG&E Corporation. | ||||
Termination other than for Cause | If your Service with PG&E Corporation is terminated by PG&E Corporation other than for cause, any unvested Restricted Stock Units that are subject to performance-based vesting and would have vested within the 12 months following such termination had your Service and participation in the Program continued will be settled at the same time as such Restricted Stock Units would have been settled, if at all, had your Service and participation continued, subject to satisfaction of the applicable performance conditions. Any unvested Restricted Stock Units that are subject to service-based vesting and would have vested within the 12 months following such termination had your Service and participation in the Program continued will become vested and will be settled as soon as practicable thereafter but in no event later than March 15 of the following calendar year. All other unvested Restricted Stock Units will be cancelled unless your termination of Service was in connection with a Change in Control as provided below. | ||||
Death/Disability | If your Service terminates due to your death or Disability (as defined in Code Section 409A) while you are in continued Service, any unvested Restricted Stock Units that are subject to performance-based vesting will be settled at the same time as such Restricted Stock Units would have been settled, if at all, had your Service and participation continued, subject to satisfaction of the applicable performance conditions. Any unvested Restricted Stock Units that are subject to service-based vesting will become vested and will be settled as soon as practicable thereafter but in no event later than March 15 of the following calendar year. | ||||
Termination Due to Disposition of Subsidiary | If your Service is involuntarily terminated other than for cause (1) by reason of a divestiture or change in control of a subsidiary of PG&E Corporation for which you provide services, which divestiture or change in control results in such subsidiary no longer qualifying as a subsidiary corporation under Code Section 424(f), or (2) coincident with the sale of all or substantially all of the assets of a subsidiary of PG&E Corporation for which you provide services, then your Restricted Stock Units will vest and be settled in the same manner as for a “Termination other than for Cause” described above. | ||||
Change in Control | In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without your consent, either assume or continue PG&E Corporation’s rights and obligations under this Agreement or provide a substantially equivalent award in substitution for the Restricted Stock Units subject to this Agreement. If the Restricted Stock Units are neither so assumed nor so continued by the Acquiror, and the Acquiror does not provide a substantially equivalent award in substitution for the Restricted Stock Units, all of your unvested Restricted Stock Units will vest immediately prior to and contingent upon, the Change in Control and be settled as soon as practicable following the date of the Change in Control. | ||||
Termination In Connection with a Change in Control | If you separate from service (other than termination for cause, or your voluntary termination) within three months before the Change in Control occurs, all of your outstanding Restricted Stock Units (including Restricted Stock Units that you would have otherwise forfeited after the end of the continuous performance of eligible services) will vest on the date of the Change in Control and will be settled as soon as practicable following the date of such separation from service and in no event later than March 15 of the following calendar year. Any performance goals will be deemed to be fully satisfied with respect to any Restricted Stock Units that are subject to performance-based vesting. In the event of such a separation within two years following the Change in Control, your Restricted Stock Units (to the extent they did not previously vest upon, for example, failure of the Acquiror to assume or continue this Award) will vest on the date of such separation and will be settled as soon as practicable after (but not later than 60 days after) the date of such separation. Any performance goals will be deemed to be fully satisfied with respect to any Restricted Stock Units that are subject to performance-based vesting. | ||||
Delay | PG&E Corporation will delay the issuance of any shares of common stock to the extent it is necessary to comply with Code Section 409A(a)(2)(B)(i) (relating to payments made to certain “key employees” of certain publicly-traded companies); in such event, any shares of common stock to which you would otherwise be entitled during the six-month period following the date of your “separation from service” under Section 409A (or shorter period ending on the date of your death following such separation) will instead be issued on the first business day following the expiration of the applicable delay period. | ||||
Withholding Taxes | The number of shares of PG&E Corporation common stock that you are otherwise entitled to receive upon settlement of Restricted Stock Units will be reduced by a number of shares having an aggregate Fair Market Value, as determined by PG&E Corporation, equal to the amount of any Federal, state, or local taxes of any kind required by law to be withheld by PG&E Corporation in connection with the Restricted Stock Units determined using a rate not exceeding the maximum applicable withholding rates, including social security and Medicare taxes due under the Federal Insurance Contributions Act and the California State Disability Insurance tax (“Withholding Taxes”). If the withheld shares were not sufficient to satisfy your Withholding Taxes, you will be required to pay, as soon as practicable, including through additional payroll withholding, any amount of the Withholding Taxes that is not satisfied by the withholding of shares described above. | ||||
Leaves of Absence | For purposes of this Agreement, if you are on an approved leave of absence from PG&E Corporation, or a recipient of PG&E Corporation sponsored disability benefits, you will continue to be considered as employed. If you do not return to active employment upon the expiration of your leave of absence or the expiration of your PG&E Corporation sponsored disability benefits, you will be considered to have voluntarily terminated your employment. See above under “Voluntary Termination.” Notwithstanding the foregoing, if the leave of absence exceeds six months, and a return to service upon expiration of such leave is not guaranteed by statute or contract, then you will be deemed to have had a “separation from service” for purposes of any Restricted Stock Units that are settled hereunder upon such separation. To the extent an authorized leave of absence is due to a medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of at least six months and such impairment causes you to be unable to perform the duties of your position of employment or any substantially similar position of employment, the six-month period in the prior sentence will be 29 months. PG&E Corporation reserves the right to determine which leaves of absence will be considered as continuing employment and when your employment terminates for all purposes under this Agreement. | ||||
Voting and Other Rights | You will not have voting rights with respect to the Restricted Stock Units until the date the underlying shares are issued (as evidenced by appropriate entry on the books of PG&E Corporation or its duly authorized transfer agent). No Restricted Stock Units and no shares of Stock that have not been issued hereunder may be sold, assigned, transferred, pledged, or otherwise encumbered, other than by will or the laws of descent and distribution. | ||||
No Retention Rights | This Agreement is not an agreement for continued Service and does not give you the right to be retained by PG&E Corporation. Except as otherwise provided in an applicable employment or service agreement, PG&E Corporation reserves the right to terminate your Service at any time and for any reason. | ||||
Recoupment of Awards | Awards are subject to recoupment in accordance with any applicable law and any recoupment policy adopted by the Corporation from time to time, including provisions of (i) the PG&E Corporation 2012 Officer Severance Policy, as amended to date, (ii) the PG&E Corporation and Pacific Gas and Electric Company Executive Incentive Compensation Recoupment Policy, as amended to date and available on the PG&E@Work internet site for the LTIP (the policy and location may be changed from time to time by PG&E Corporation), and (iii) the PG&E Corporation and Pacific Gas and Electric Company Dodd-Frank Clawback Policy, effective as of October 2, 2023 and available on the PG&E@Work internet site for the LTIP (the policy and location may be changed from time to time by PG&E Corporation). | ||||
Severability | If all or any part of this Agreement or the LTIP is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the LTIP not declared unlawful or invalid. Any provision of this Agreement, or part of any provision, so declared unlawful or invalid will, if possible, be construed in a manner that gives effect to the provision to the fullest extent possible while remaining lawful and valid. | ||||
No Tax, Legal or Investment Advice | Neither PG&E Corporation nor any member of the Participating Company Group is providing any tax, legal or investment advice, or making any recommendation, regarding your participation in the LTIP or your acquisition, holding, or sale of shares of PG&E Corporation common stock. You should consult your own personal tax, legal and financial advisors regarding this Award and any tax consequences, including any Withholding Taxes, arising in connection with this Award. | ||||
No Rights to Future Awards | You understand and acknowledge that (1) the LTIP is discretionary; (2) PG&E Corporation may amend, suspend or terminate the LTIP as provided in the LTIP; (3) the grant of this Award does not create any contractual or other right to receive any future Awards or benefits in lieu of Awards; and (4) all determinations with respect to any future Awards, including the timing of grants, the number of Restricted Stock Units or other Awards granted, and the vesting schedule applicable to any such Awards, will be made in PG&E Corporation’s discretion. The value of this Award is an extraordinary item of compensation outside the scope of your regular compensation and will not be considered part of your normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end-of-service payment, bonus, service award, pension, retirement benefit or similar payment, except as otherwise required by applicable law or any applicable written agreement. | ||||
Data Protection | You consent to the collection, use and transfer of personal data as described in this subsection. You understand and acknowledge that the Company and the Company’s Affiliates hold certain personal information regarding you for the purpose of managing and administering the LTIP, including (without limitation) your name, home address, telephone number, date of birth, social insurance or other government identification number, salary, nationality, job title, any shares or directorships held in the Company and/or any Affiliate and details of all Awards or any other entitlements to the Restricted Stock Units or shares awarded, canceled, settled, vested, unvested or outstanding in your favor (the “Data”). You further understand and acknowledge that the Company and/or its Affiliates will transfer Data among themselves as necessary for the purpose of implementation, administration and management of your participation in the LTIP and that the Company and/or any Affiliate may each further transfer Data to any third party assisting the Company in the implementation, administration and management of the LTIP. You understand and acknowledge that the recipients of Data may be located in the United States or elsewhere, and that the laws of a recipient’s country of operation (e.g., the United States) may not have equivalent privacy protections as local laws where you reside or work. You authorize such recipients to receive, possess, use, retain and transfer Data, in electronic or other form, for the purpose of administering your participation in the LTIP, including a transfer to any broker or other third party with whom you elect to deposit shares acquired under the LTIP of such Data as may be required for the administration of the LTIP and/or the subsequent holding of shares on your behalf. You may, at any time, view the Data, require any necessary modifications of Data, make inquiries about the treatment of Data or withdraw the consents set forth in this subsection by contacting the human resources department in writing. | ||||
Applicable Law | This Agreement will be interpreted and enforced under the laws of the State of California. | ||||
| Date: July 22, 2026 | /s/ PATRICIA K. POPPE | ||||
| Patricia K. Poppe | |||||
| Chief Executive Officer | |||||
| Date: July 22, 2026 | /s/ CAROLYN J. BURKE | ||||
| Carolyn J. Burke | |||||
| Executive Vice President and Chief Financial Officer | |||||
| Date: July 22, 2026 | /s/ SUMEET SINGH | ||||
| Sumeet Singh | |||||
| Chief Executive Officer, Pacific Gas and Electric Company, and Executive Vice President, Energy Delivery | |||||
| Date: July 22, 2026 | /s/ STEPHANIE N. WILLIAMS | ||||
| Stephanie N. Williams | |||||
| Vice President, Chief Financial Officer and Controller | |||||
| /s/ PATRICIA K. POPPE | |||||
Patricia K. Poppe | |||||
| Chief Executive Officer | |||||
| /s/ CAROLYN J. BURKE | |||||
Carolyn J. Burke | |||||
| Executive Vice President and Chief Financial Officer | |||||
| /s/ SUMEET SINGH | |||||
Sumeet Singh | |||||
| Chief Executive Officer, Pacific Gas and Electric Company, and Executive Vice President, Energy Delivery | |||||
| /s/ STEPHANIE N. WILLIAMS | |||||
| Stephanie N. Williams | |||||
| Vice President, Chief Financial Officer and Controller | |||||