UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: June 122, 2023

(Date of earliest event reported)

CommissionFile Number	Exact Name of Registrantas specified in its charter	State or Other Jurisdiction ofofIncorporation ~~Incorporation~~ or Organization	IRS Employer Identification Number
001-12609	PG&E CORPORATION	California	94-3234914
001-02348	PACIFIC GAS AND ELECTRIC COMPANY	California	94-0742640



300 Lakeside Drive		300 Lakeside Drive
Oakland, California 94612		Oakland, California 94612
(Address of principal executive offices) (Zip Code)		(Address of principal executive offices) (Zip Code)


(415) 973-1000		(415) 973-7000
(Registrant’s telephone number, including area code)		(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form

8-K

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	~~Trading Symbol~~TradingSymbol(s)	Name of each exchangeon which registered
Common stock, no par value	PCG	The New York Stock Exchange
Equity Units	PCGU	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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule

12b-2

of the Securities Exchange Act of 1934

(§240.12b-2

of this chapter).

Emerging growth company PG&E Corporation ☐ Emerging growth company Pacific Gas ~~and~~andElectric ~~Electric~~ Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


PG&E Corporation		☐
Pacific Gas and Electric Company		☐

Item 1.01.

Entry into a Material Definitive Agreement

On June 22, 2023, Pacific Gas and Electric Company, 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, entered into Amendment No. 3 to Credit Agreement (the “

Utility Amendment

”) that amended that certain Credit Agreement, dated as of July 1, 2020 (as previously amended and as amended by the Utility Amendment, the “

Utility Revolving Credit Agreement

”). The Utility Revolving Credit Agreement was amended to, among other things, (i) extend the maturity date of such agreement to June 22, 2028, (ii) increase the letter of credit sublimit to $2,000,000,000 and (iii) increase the uncommitted incremental facility to up to $1,000,000,000.

The foregoing description of the Utility Amendment and the Utility Revolving Credit Agreement is qualified in its entirety by reference to the full text of the Utility Amendment and the Utility Revolving Credit Agreement, which are attached as Exhibit 10.2 hereto and incorporated by reference herein.

Item 8.01.

Other Events

On June 22, 2023, PG&E Corporation, the several banks and other financial institutions or entities party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent, entered into Amendment No. 3 to Credit Agreement (the “

OnCorporation June 5, 2023, Pacific Gas and Electric Company (the “Utility”) completed the sale of (i) $850,000,000 aggregate principal amount of 6.100% First Mortgage Bonds due 2029 (the “2029 Bonds”), (ii) $1,150,000,000 aggregate principal amount of 6.400% First Mortgage Bonds due 2033 (the “2033 Bonds”) and (iii) $500,000,000 aggregate principal amount of 6.750% First Mortgage Bonds due 2053 (the “2053 Bonds”, together with the 2029 Bonds and the 2033 Bonds, the “Mortgage Bonds”). The 2053 Bonds are part of the same series of debt securities issued by the Utility on January 6, 2023. Upon completion of this offering, the aggregate principal amount of outstanding 2053 Bonds is $1,250,000,000. For further information concerning the Mortgage Bonds, refer to the exhibits attached to this report. Amendment

”) that amended that certain Credit Agreement, dated as of July 1, 2020 (as previously amended and as amended by the Corporation Amendment, the “

Corporation Revolving Credit Agreement

”). The Corporation Revolving Credit Agreement was amended to, among other things, extend the maturity date of such agreement to June 22, 2026.

The foregoing description of the Corporation Amendment and the Corporation Revolving Credit Agreement is qualified in its entirety by reference to the full text of the Corporation Amendment and the Corporation Revolving Credit Agreement, which are attached as Exhibit 10.1 hereto and incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits.

ExhibitNo.		Description
1.1		Underwriting Agreement, dated as of June 1, 2023, by and among Pacific Gas and Electric Company, Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC
10.1		Amendment No. 3 to Credit Agreement, dated as of June 22, 2023, among PG&E Corporation, the several banks and other financial institutions or entities party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent
4.1		Twentieth Supplemental Indenture, dated as of June 5, 2023, relating to the 2029 Bonds and 2033 Bonds, between Pacific Gas and Electric Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (including the forms of the 2029 Bonds and the 2033 Bonds)
10.2		Amendment No. 3 to Credit Agreement, dated as of June 22, 2023, among Pacific Gas and Electric Company, 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
4.2		Eighteenth Supplemental Indenture, dated as of January 6, 2023, relating to the 2053 Bonds, between Pacific Gas and Electric Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (including the forms of the 2053 Bonds) (incorporated by reference to PG&E Corporation’s and Pacific Gas and Electric Company’s Form 8-K dated January 4, 2023 (File No. 1-2348) (File No. 1-12609), Exhibit 4.1)
5.1		Opinion of Hunton Andrews Kurth LLP, dated June 5, 2023
23.1		Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.1 above)
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

	PG&E CORPORATION
Date: June 5, 2023	By:	/s/ Carolyn J. Burke
Date: June 26, 2023	By:	/s/ Carolyn J. Burke
	Name:	Carolyn J. Burke
	Title:	Executive Vice President and Chief Financial Officer

	PACIFIC GAS AND ELECTRIC COMPANY
Date: June 5, 2023	By:	/s/ Stephanie N. Williams
Date: June 26, 2023	By:	/s/ Stephanie N. Williams
	Name:	Stephanie N. Williams
	Title:	Vice President, Chief Financial Officer and Controller

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