PG&E Corp. Files 8-K on Director, Officer, and Bylaw Changes

TL;DR

PG&E's 8-K drops: new directors, officer changes, and bylaw tweaks. Governance shake-up incoming.

AI Summary

PG&E Corp. filed an 8-K on December 17, 2025, reporting on the departure of directors, election of new directors, appointment of officers, and compensatory arrangements. The filing also covers amendments to articles of incorporation or bylaws, changes in fiscal year, and other events, including financial statements and exhibits.

Why It Matters

This filing indicates significant corporate governance changes at PG&E Corp., potentially impacting its leadership structure and operational directives.

Risk Assessment

Risk Level: medium — Changes in directors and officers, along with potential bylaw amendments, can signal shifts in strategy or internal operations that may carry risks.

Key Players & Entities

• PG&E Corp. (company) — Filer of the 8-K
• PACIFIC GAS & ELECTRIC Co (company) — Related entity to PG&E Corp.

FAQ

Key Financial Figures

• $25 — preferred stock, cumulative, par value $25 per share, 6% nonredeemable PCG-PA NY

Filing Documents

• pcg-8k_121725.htm (8-K) — 59KB
• ex3-1.htm (EX-3.1) — 67KB
• pcg8k001.jpg (GRAPHIC) — 17KB
• pcg8k002.jpg (GRAPHIC) — 7KB
• 0001999371-25-020477.txt ( ) — 485KB
• pcg-20251211.xsd (EX-101.SCH) — 6KB
• pcg-20251211_def.xml (EX-101.DEF) — 32KB
• pcg-20251211_lab.xml (EX-101.LAB) — 43KB
• pcg-20251211_pre.xml (EX-101.PRE) — 30KB
• pcg-8k_121725_htm.xml (XML) — 18KB

02 Departure of Directors or Certain Officers; Election of Directors;

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 11, 2025, the Boards of Directors of PG&E Corporation and Pacific Gas and Electric Company (the "Utility") approved leadership changes intended to better serve customers and support coworkers. The following changes will occur, effective January 1, 2026. Sumeet Singh, 47, Executive Vice President, Operations and Chief Operating Officer of the Utility, will become Chief Executive Officer, Pacific Gas and Electric Company, and Executive Vice President, Energy Delivery of the Utility. Mr. Singh has served in his current role since March 1, 2023. Marlene Santos, Executive Vice President and Chief Customer and Enterprise Solutions Officer of the Utility, will become Executive Vice President, Enterprise Transformation Office of PG&E Corporation and the Utility. Jason Glickman, Executive Vice President, Engineering, Planning, and Strategy of the Utility, will become Executive Vice President, Strategy and Growth of PG&E Corporation and the Utility. The description of Mr. Singh's business experience as required by Item 401(e) of the Securities and Exchange Commission's Regulation S-K is incorporated by reference from PG&E Corporation's and the Utility's Annual Report on Form 10-K for the year ended December 31, 2024. There are no arrangements or understandings between Mr. Singh and any other persons pursuant to which he was selected as Chief Executive Officer, Pacific Gas and Electric Company, and Executive Vice President, Energy Delivery of the Utility. Further, there are no family relationships between Mr. Singh and any director or executive officer of PG&E Corporation or the Utility. Mr. Singh has not been party to any reportable transactions with PG&E Corporation or the Utility pursuant to Item 404(a) of Regulation S-K.

03 Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 11, 2025, the Board of Directors of the Utility adopted amended and restated bylaws (the "Amended and Restated Bylaws"), which became effective the same day. The amendments effected by the Amended and Restated Bylaws clarify that the Utility may have a President or Chief Executive Officer and remove reference to how the chief executive officer authority may be allocated among certain Executive Vice Presidents of the Utility. The Amended and Restated Bylaws also incorporate ministerial, clarifying, and conforming changes that are non-substantive in nature. The foregoing description of the amendments effected by the Amended and Restated Bylaws is a summary and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

01 Other Events

Item 8.01 Other Events. In addition to the leadership changes described above, on December 11, 2025, the Board of Directors of PG&E Corporation also elected Carla Peterman to the role of President, PG&E Corporation, and Executive Vice President, Customer and Corporate Affairs of PG&E Corporation, effective January 1, 2026. Ms. Peterman currently serves as Executive Vice President, Corporate Affairs and Chief Sustainability Officer of PG&E Corporation.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Number Description 3.1 Bylaws of Pacific Gas and Electric Company, Amended and Restated as of December 11, 2025 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

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: December 17, 2025 By: /s/ JOHN R. SIMON Name: John R. Simon Title: Executive Vice President, General Counsel and Chief Ethics & Compliance Officer PACIFIC GAS AND ELECTRIC COMPANY Date: December 17, 2025 By: /s/ BRIAN M. WONG Name: Brian M. Wong Title: Vice President, General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR