Santos Marlene 4

What Happened

• Marlene Santos, EVP, Enterprise Transformation at PG&E Corporation (PCG), had 216,528 performance shares vest on 2026-03-01 under the company's long-term incentive plan. These performance shares were granted/paid as stock (code A). To satisfy tax withholding on the vesting, 111,854 shares were forfeited (code F) at an applicable value of $19.00 per share, totaling $2,125,226.

Key Details

• Transaction date: 2026-03-01; filing date (Form 4): 2026-03-03.
• Award: 216,528 performance shares granted/vested (no cash cost to acquire reported).
• Tax withholding: 111,854 shares forfeited at $19.00/share = $2,125,226 disposed to cover taxes.
• Footnotes: F1 — these were vested performance shares payable one-for-one in PG&E common stock under the 2021 LTIP (performance cycle ended 12/31/2025). F2 — the listed disposals were forfeited shares to satisfy tax withholding.
• Filing timeliness: Form 4 filed March 3, 2026 (appears timely based on reported transaction date).

Context

• These transactions are compensation-related (vested performance shares), not open-market buys or discretionary sales. Forfeiting shares to cover tax withholding is a common administrative step and does not necessarily indicate an additional sale by the insider. Performance shares are delivered as stock rather than cash and are reported as awards when they vest.