DEF 14A of PG&E Corp, Apr 9, 2026

DEF 14A of PG&E Corp

Filed Apr 9, 2026 · FY20250001004980-26-000020

Open on EDGAR

  1. Non-Employee Director Total 2025 Compensation Summary

    | (1) Amounts shown are effective as of the end of 2025. Mid-year retainer changes are noted in the 2026 Director Compensation table below. | | (2) No additional retainer, equity award, or per-meeting fee will be paid by the Utility for any quarter during which the director is paid a retainer, equity award, or per-meeting fee from the Corporation for the same role. |

  2. 2025 Director Compensation

    2025 Director Compensation The following table summarizes the principal components of compensation paid or granted to individuals for their service as non-employee directors of PG&E Corporation and the Utility during 2025.

  3. 2025 Director Compensation

    | Name | Fees Earned Or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | All Other Compensation ($) | Total ($) | | Rajat Bahri | 125,000 | 179,987 | 0 | 0 | 304,987 | | Cheryl F. Campbell | 172,500 | 179,987 | 0 | 0 | 352,487 | | Edward G. Cannizzaro | 125,000 | 179,987 | 0 | 0 | 304,987 | | Kerry W. Cooper | 210,000 | 289,987 | 0 | 0 | 499,987 | | Leo P. Denault (4) | 108,667 | 179,987 | 0 | 0 | 288,654 | | Jessica L. Denecour | 145,000 | 179,987 | 0 | 0 | 324,987 | | Mark E. Ferguson III | 145,000 | 179,987 | 0 | 0 | 324,987 | | W. Craig Fugate | 125,000 | 179,987 | 0 | 0 | 304,987 | | Arno L. Harris | 125,000 | 179,987 | 0 | 0 | 304,987 | | Carlos M. Hernandez | 125,000 | 179,987 | 0 | 0 | 304,987 | | John O. Larsen (5) | 78,187 | 179,987 | 0 | 0 | 258,174 | | Michael R. Niggli (6) | 47,143 | 0 | 0 | 0 | 47,143 | | William L. Smith | 145,000 | 179,987 | 0 | 0 | 324,987 | | Benjamin F. Wilson | 155,000 | 179,987 | 0 | 0 | 334,987 |

  4. 2025 Director Compensation

    (1) Represents receipt of retainers described above under “Non-Employee Director Total 2025 Compensation Summary.” (2) Represents the grant date fair value of RSUs granted to non-employee directors of PG&E Corporation in 2025, measured in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation—Stock Compensation” (FASB ASC Topic 718). Grant date fair value for RSUs is measured using the closing price of PG&E Corporation common stock on the date of grant. Each non-employee director elected at the 2025 Annual Meetings of Shareholders of PG&E Corporation and the Utility—except the Chair of the PG&E Corporation Board—received 10,575 RSUs with a grant date value of $179,987. The Chair of the PG&E Corporation Board received 17,038 RSUs with a grant date value of $289,987. The aggregate number of RSUs outstanding for each non-employee director at December 31, 2025 was 10,575 each, except for Ms. Cooper, who held 17,038 RSUs as of December 31, 2025. (3) No stock options were granted in 2025. No option awards were outstanding as of December 31, 2025. (4) Mr. Denault deferred 100% of his 2025 cash retainer in 2025. See “Deferral of Retainers and Annual Equity Awards” below. (5) Mr. Larsen joined the Boards in May 2025. (6) Mr. Niggli’s Board service ended effective May 22, 2025.

  5. Compensation Objectives

    | Objective | | | How we achieve this | | Pay for performance | | • | At-risk performance and/or stock based pay (target STIP and Long-Term Incentive Plan “LTIP” value, inclusive of RSUs) represents a significant proportion of total target compensation, accounting for approximately 91% of PG&E Corporation’s CEO target compensation and an average of 72% for other NEOs in 2025. | | | | • | Short- and long-term incentives are earned based on performance reflecting safety, customer, operational, and financial goals, including shareholder returns. | | | | • | Metrics and goals are designed so as not to promote excessive risk-taking. | | Align with shareholders | | • | Annual equity-based compensation, the value of which reflects movements in our stock price, accounted for more than 77% of Corporation CEO target compensation and an average of approximately 52% for other NEOs in 2025. | | | | • | Total shareholder return relative to our Performance Comparator Group is used as a performance measure. | | Provide market competitive pay | | • | Target direct compensation is set to be competitive with comparable roles in our Pay Comparator Group. | | | | • | Our compensation structure provides for the attraction and retention of talented and experienced executives, while ensuring alignment with long-term shareholder interests. | | Comply with legal requirements | | • | Officer compensation is designed and reviewed to reflect both the letter and spirit of legal requirements. |

  6. Compensation Policies and Practices

    | We do... | | We do not... | | | | Pay for performance | Majority of compensation is at risk, linked to company performance and shareholder interests. | | Pay tax gross-ups | No tax gross-ups are provided, except for those generally available to all management coworkers, such as for one-time relocation expenses upon hire. | | | Engage with stakeholders | Ongoing discussions with key institutional investors and regulators, including on the topic of compensation. | | Permit hedging or pledging | Our policy prohibits hedging and pledging of either company’s stock. | | | Require meaningful ownership | Executives subject to stock ownership and retention requirements. | | Reprice stock options | Any repricing would require advance shareholder approval. | | | Engage an independent consultant | The People and Compensation Committee engages an independent consultant and annually assesses independence. | | Provide additional executive service credits | No granting of additional service under the Supplemental Executive Retirement Plan or Defined Contribution Executive Supplement Retirement Plan. | | | Operate clawback provisions | All incentive compensation and severance for certain officers is subject to clawback or recoupment, with provisions beyond those required by the listing exchange. | | Pay unearned dividends | No dividends or dividend equivalents are paid on unvested equity awards. | | | Have a double trigger | Change in control severance requires a change in control and involuntary termination (includes constructive termination for good reason). | | Provide excessive benefits or perquisites | Benefits and perquisites are limited, and do not exceed market norms unless necessitated due to identified security concerns and at the directive of the PG&E Corporation Board. |

  7. Commitment to Compliance

    | Requirement(1) | How We Achieve This(2) | | Compensation should be structured to promote safety as a priority and to ensure public safety. | •Incentive plan metrics are weighted toward customer and workforce welfare, placing a priority on public safety. •All LTIP awards also incent customer and public welfare directly through customer and safety focused performance metrics and indirectly due to their exposure to absolute and relative stock performance. | | A significant portion of long-term incentive compensation shall be based on safety, customer satisfaction, engagement, and welfare; the remaining portion may be based on financial performance or other considerations. | •PSU metrics promote customer experience and public safety. | | Compensation should be structured to promote utility financial stability. | •Incentive plan metrics collectively promote customer, public, and workforce safety, thus contributing indirectly to financial stability. •The STIP metrics include core earnings per share and operating cash flow, which are key measures of financial health and indicators of financial stability. •All equity compensation is subject to changes in stock price. Additionally, PSUs are subject to a financial or relative TSR metric that reduces payouts if our relative returns lag those of other peer utilities. | | Incentive compensation should be based on meeting performance metrics that are measurable and enforceable. | •Incentive plan metrics are designed to be objective, measurable, enforceable, and auditable. •Metrics are predominantly outcome-based, focused on end results rather than operational activity or effort. |

  8. Commitment to Compliance

    | Requirement(1) | How We Achieve This(2) | | Guaranteed cash compensation should be limited, with the primary portion of executive officers’ compensation based on the achievement of objective performance metrics. | •Compensation structure emphasizes at-risk, performance and/or stock-based variable pay, making up an average of 74% of all NEO target compensation in 2025. •STIP awards are based entirely on the achievement of quantitative performance metrics, prior to the application of any individual performance modifier. •PSUs are aligned with shareholders and are performance-based through the application of performance metrics that determine the level of any payout. | | The compensation structure must not include any guaranteed monetary incentives. | •Short- and long-term incentives are at risk through the application of performance measures and/or share price exposure. •The only guaranteed cash payment is base salary. | | The compensation should include a significant long-term element based on the electrical corporation’s long-term performance and value, held or deferred for at least three years. | •LTIP awards represent a significant portion of total compensation. •Performance-based equity is subject to a three-year performance period. | | Ancillary compensation that is not aligned with shareholder and taxpayer interests in the electrical corporation should be minimal or eliminated. | •Since 2022, executive officers are not eligible to receive stipends. |

  9. Strategic Alignment

    | 2025 Performance Metric | Short-Term | Long-Term | Why This Matters | | Safety | | | | | Weather-normalized CPUC-reportable fire ignitions rate | l | | Public safety measure of the results of work to mitigate wildfire risk and reduce the overall number of wildfires in high fire-threat districts (HFTD) and high-fire risk areas (HFRA). | | Quality pass rate | l | | Public safety index measure of the quality of wildfire mitigation inspection programs in vegetation management. | | Total gas dig-in rate | l | | Public safety measure of the results of work to mitigate the risk of loss of containment from underground gas transmission and distribution facilities. | | Diablo Canyon Power Plant (DCPP) reliability and safety indicator | l | | Public safety measure of the results of work to reduce the risk of a nuclear core damaging event with the potential for radiological release; composite metric of 10 performance indicators developed by the nuclear industry. | | Safe dam operating capacity | l | | Public safety measure of the results of work to mitigate the risk of large uncontrolled water release. | | Serious injury actual count | l | | Workplace measure of safety effectiveness, covering coworkers, contractors, and our community. | | System hardening effectiveness | | l | Public safety and reliability measure assessing actions taken to mitigate the risk of catastrophic wildfires. | | Electric corrective maintenance in HFRA | | l | Public safety and reliability measure assessing actions taken to reduce the risk of catastrophic wildfires. | | Customer experience | | | | | Customers experiencing five or more sustained interruptions (planned and unplanned) (CEMI-5) | l | | Customer experience measure that promotes system reliability. | | Customer transaction score | l | | Customer experience measure that promotes service quality and accountability. | | System average interruption duration index (SAIDI) | | l | Customer experience measure that promotes system reliability. |

  10. Strategic Alignment

    | 2025 Performance Metric | Short-Term | Long-Term | Why This Matters | | Financial | | | | | Non-GAAP core earnings per share | l | | Measure to promote and assess financial stability; aligns with cost efficiency; promotes customer affordability and financial stability critical to continued provision of services to customers. | | Operating cash flow | l | | Measure to drive smart investments in wildfire risk reduction for the benefit of customers; promotes responsible cash management. | | Relative total shareholder return (TSR) | | l | Measure to assess relative value created for our shareholders, provides an indirect external assessment of our performance in all other areas. |

  11. Role of the People and Compensation Committee

    | Management | | People and Compensation Committee | | Boards | | Present proposals to the Committee on aspects of compensation and incentive plan design. | | Oversee the companies’ compensation programs and makes recommendations to the Boards. | | Review and approve the People and Compensation Committee’s recommendations related to PG&E Corporation CEO and Utility PEO pay, and other matters brought to the Boards. | | | | | | | | | | Independent Consultants and Advisors | | | | | | Provide independent advice to the Committee, including the provision of market data, guidance on incentive plan design and legal/regulatory updates. | | |

  12. Role of the People and Compensation Committee

    The core activities of the People and Compensation Committee include: • Recommending the total target compensation for the CEO of PG&E Corporation and the Utility President (or equivalent officer(s)) to the relevant Board for approval, informed by reviews of comparative data, advice from the People and Compensation Committee’s independent compensation consultants, and an assessment of individual performance, objectives, and scope of responsibilities. • Approving the total target compensation for other senior officers (including all NEOs) based on similar contextual inputs and proposals from the PG&E Corporation CEO and the Utility President (or equivalent officer(s)), as applicable. The PG&E Corporation CEO has the authority to approve compensation within the guidelines approved by the People and Compensation Committee for lower-level officers (excluding Section 16 Officers) and non-officer coworkers. • Approving compensation guidelines based on input from management for different categories of coworkers, including target short- and long-term incentive opportunities, an aggregate cap on the value of LTIP awards, and the terms and conditions that will apply to LTIP awards made during the year. • Administering the LTIP, under which equity-based awards are made, with the ability to delegate ministerial matters to management. • Reviewing and approving the performance metrics and associated goals for the short- and long-term incentive awards proposed by management.

  13. Compensation and Risk

    | Annual Risk Assessment | Safety and Nuclear Oversight Committees’ Input | Compensation Risk Mitigation Policies and Practices | | The annual risk assessment conducted by Meridian concluded that the companies' compensation arrangements do not encourage excessive risk-taking having considered: • Compensation philosophy and process, including the role of the Safety and Nuclear Oversight Committee • Compensation structure and mix • Incentive plan structures and associated time horizons • Other pay plans • Governance of plan design and administration oversight • Target and maximum opportunities • Nature and mix of performance metrics • People and Compensation Committee/Boards’ discretion to reduce or eliminate performance • Change in control severance provisions • Use of risk-mitigation policies and practices (see final column) • Regulatory compliance | • Advice regarding appropriate safety and operational incentive measures • Assessment of emphasis on and overlap/consistency in safety metrics and weightings, and the extent to which these metrics and weightings support an organization-wide focus on safety | • Range of complementary incentive metrics and time horizons • Payout caps at market-typical levels • Responsible use of equity • Executive stock ownership guidelines • Clawback policies (a Dodd-Frank Act compliant policy and a broader recoupment policy) • Insider Trading Standard, including hedging and pledging provisions • Severance and change-in-control benefits • Incentive goal-setting approach |

  14. Clawback

    | Element | Dodd-Frank Clawback Policy | Executive Incentive Compensation Recoupment Policy | 2012 Officer Severance Policy | | Covered individuals | Current and former Section 16 Officers | Current and former Section 16 Officers | Executive Officers | | Covered compensation | Incentive compensation that is granted, earned, or vested based wholly or in part upon a financial reporting measure, which includes stock price and total shareholder return | All performance-based and time-vesting compensation | Severance benefits | | Triggers | Restatements due to material noncompliance with applicable requirements, including restatements that correct immaterial errors that would result in material noncompliance if left uncorrected, commonly referred to as “Big R” and “little R” restatements | • Financial restatement with the SEC for any of the three most recently completed fiscal years • A material miscalculation with respect to the amount of any payment • Individual involvement in fraud or misconduct that causes material financial or reputational harm | Individual misconduct that materially contributes to PG&E Corporation or Utility felony conviction relating to public health or safety or company financial misconduct |

  15. Use of Market Data

    Use of Market Data The People and Compensation Committee maintains two peer groups: one for benchmarking pay and the other for measuring relative total shareholder return performance. Distinct groups are maintained to help ensure each is relevant for its primary purpose.

  16. Use of Market Data

    | Pay Comparator Group | • | Provides insights into compensation levels and designs at companies that PG&E Corporation and the Utility compete with for talent, that are similar in terms of size, and/or that have similarly complex business operations. | | | • | Primarily comprises publicly traded utility companies, augmented with complex and size-relevant companies in other sectors. | | | • | Supplemented by pay practice data from surveys for the broader energy services sector and general industry companies based on survey data. | | Performance Comparator Group | • | Provides comparative benchmark for PG&E Corporation’s TSR performance, and other relative industry-standard benchmarks that might be considered in goal setting. | | | • | Comprises publicly traded electric and/or gas utility companies that are categorized consistently by the investment community as “regulated” and have a market capitalization of at least $6 billion. |

  17. Use of Market Data

    The People and Compensation Committee, with assistance from its independent compensation consultant, annually reviews and approves the constituents of the pay and performance comparator groups. For 2025, the People and Compensation Committee modified the Pay Comparator Group as follows: • Three companies were removed due to their relative revenue and market capitalization: AES, Entergy, and Public Service Enterprise Group. • Six companies were added to ensure sufficient representation of other large, complex organizations, and to better position PG&E Corporation's relative revenue and market capitalization: Molina Healthcare, NRG Energy, Nucor, Occidental Petroleum, Southwest Airlines, and Union Pacific. The companies added were evaluated based on size, regulated operations, capital intensity, and customer focus. In combination, these changes to the Pay Comparator Group positioned PG&E Corporation closer to median on key scoping metrics including revenue, market capitalization, enterprise value, EBITDA and headcount. For 2025, the People and Compensation Committee approved adding CenterPoint Energy, Entergy, and Dominion Energy to the Performance Comparator Group to improve the group composition with the addition of similarly scaled, predominantly regulated utilities facing comparable operating and strategic conditions. The resulting 2025 comparator groups are summarized below.

  18. Use of Market Data

    | Company | Pay | Performance | | Alliant Energy (NASDAQ: LNT) | | l | | Ameren (NYSE: AEE) | | l | | American Electric Power (NASDAQ: AEP) | l | l | | CenterPoint Energy (NYSE: CNP) | l | l | | CMS Energy (NYSE: CMS) | | l | | Consolidated Edison (NYSE: ED) | l | l | | Constellation Energy (NASDAQ: CEG) | l | | | Dominion Energy (NYSE: D) | l | l | | DTE Energy (NYSE: DTE) | l | l | | Duke Energy (NYSE: DUK) | l | l | | Edison International (NYSE: EIX) | l | l | | Entergy (NYSE: ETR) | | l | | Evergy (NASDAQ: EVRG) | | l | | Eversource Energy (NYSE: ES) | l | l | | Exelon (NASDAQ: EXC) | l | l | | FirstEnergy (NYSE: FE) | l | l | | Molina Healthcare (NYSE:MOH) | l | | | NextEra Energy (NYSE: NEE) | l | | | NiSource (NYSE: NI) | | l | | NRG Energy (NYSE: NRG) | l | |

  19. Use of Market Data

    | Company | Pay | Performance | | Nucor (NYSE: NUE) | l | | | Occidental Petroleum (NYSE: OXY) | l | | | Pinnacle West Capital (NYSE: PNW) | | l | | PPL (NYSE: PPL) | | l | | Sempra Energy (NYSE: SRE) | l | | | Southwest Airlines (NYSE: LUV) | l | | | The Southern Company (NYSE: SO) | l | l | | Union Pacific (NYSE: UNP) | l | | | WEC Energy (NYSE: WEC) | | l | | Xcel Energy (NASDAQ: XEL) | l | l |

  20. Use of Market Data

    In reviewing pay data, the People and Compensation Committee does not adhere strictly to formulas or data to determine the actual mix and amounts of compensation. When referencing positioning against market data, the People and Compensation Committee also considers factors including each NEO’s scope of responsibility and organizational impact, experience, and performance, as well as PG&E Corporation’s and the Utility’s overall safety, operating, and financial results in reaching decisions. This flexibility is important in supporting the overall pay-for-performance philosophy and in meeting the People and Compensation Committee’s objectives of attracting, retaining, and motivating a talented executive leadership team.

  21. Incentive Plan Goal Setting

    Incentive Plan Goal Setting To be successful in aligning pay with performance, it is important that performance goals are set appropriately within our incentive programs. For each of the metrics used in our incentive plans, the People and Compensation Committee reviews a comprehensive analysis that typically sets out the following, on a metric-specific basis: • Data on historic performance, showing multi-year trends; • Projected performance on a multi-year basis, driven by workplans, regulatory commitments, and anticipated timing of milestone achievements; • Relevant industry benchmarks; • Target setting methodology, with recommended ranges around the target to establish threshold and maximum goals; and • Degree of change in the proposed threshold, target, and maximum goals as compared with the prior year. Each metric also has management associated contacts and approvers to maximize accountability and transparency.

  22. Short-Term Incentives

    Short-Term Incentives Our STIP is designed to drive the companies’ business objectives and strategic priorities, providing an opportunity for a cash payout reflecting the results achieved during the year. The plan focuses on quantifiable outcome-based metrics in the overall company score, with an individual performance modifier (IPM) based on year-end ratings for all eligible participants, including NEOs. This ensures any earned incentive is based on a combination of company and individual performance, enabling greater individual accountability in contributing to our overall success. The People and Compensation Committee establishes an annual target opportunity, expressed as a percentage of base salary, set with reference to market median practices in our Pay Comparator Group. Target opportunities for NEOs ranged from 55% to 150% of actual salary earned, with two NEOs receiving increases in their target opportunities for 2025. In respect of the company score, achieving threshold performance will earn a payout at 50% of target, and achieving maximum performance will earn a payout up to 200% of target. Performance below the threshold goal results in zero payout for that metric. The individual performance modifier cannot exceed 1.2, and the overall payout cannot exceed 200% of target. The People and Compensation Committee retains complete and sole discretion to adjust any performance formula or score, including to zero, any or all short-term incentive performance measures for any reason, including consideration of (without limitation) performance with respect to safety, compliance, and ethics. The People and Compensation Committee established 2025 metrics across the same three performance areas as 2024, retaining a weighting of 70% on safety and customer metrics, and 30% on financial stability metrics, which is inherently tied to our safety performance.

  23. Short-Term Incentives

    | Financial Stability (30%) •Non-GAAP core earnings per share •Operating cash flow Customer Experience (10%) •Customer experiencing multiple planned and unplanned interruptions (CEMI-5) •Customer transaction score | | Safety (60%) •Weather-normalized CPUC-reportable fire ignitions rate in HFRA •Quality pass rate •Total gas dig-in rate •DCPP reliability and safety indicator •Safe dam operating capacity •Serious injury actual count |

  24. Short-Term Incentives

    For 2025, the number of weighted metrics remained at ten, with minor changes to reflect continued alignment with organizational priorities: • The weight of the serious injury actual count metric was increased from 5% to 10% and the standalone PMVI rate metric weighted at 5% was removed. This maintains our focus on coworker, contractor, and public safety, while simplifying our safety metrics holistically, given consideration of motor vehicle incidents within the serious injury actual count metric. • A new customer transaction score metric was added at 5%, reflecting the voice of the customer in the STIP across various customer interactions with PG&E. The Customers Experiencing Multiple Interruptions (CEMI) metric is now simplified to focus solely on the industry standard of CEMI-5 with a weight of 5%, maintaining a consistent focus on customer experience. • The quality pass rate metric definition has been updated to focus on quality control, rather than quality assurance. This change reflects our continued focus on reducing the risk of wildfires and meeting regulatory commitments. In determining and approving the appropriate performance metrics in each of these three performance areas, the People and Compensation Committee considered factors including: • The alignment with our fundamental belief that safety is paramount, complemented by a focus on customer welfare across all aspects of our business. • Balancing metrics to ensure they collectively drive the right behaviors. For example, an overly narrow focus on reporting might result in coworkers failing to seek appropriate medical treatment for work-related injuries in order to keep reported injury metrics low. • The proportion of metrics that are outcome-based, as opposed to metrics that are based on operational activity or effort. • Guidance from the CPUC reinforcing the priority placed on outcome-based metrics for alignment with reducing the companies’ highest-priority risks, such as the risk of catastrophic events like wildfires. • The companies’ ability to establish robust threshold, target, and maximum achievement milestones. • Alignment with California-regulated utility peers and a need to comply with California regulatory agency requirements. The Utility received approval from the Office of Energy Infrastructure Safety on the 2025 STIP design in December 2025 as part of the annual safety certification. Each metric has a clear definition with a predetermined and pre-approved calculation methodology.

  25. Short-Term Incentives

    | Metric | Definition(1) | | Weather-normalized CPUC-reportable fire ignitions in HFRA | The rate of distribution and transmission ignition incidents occurring in high-risk weather conditions normalized by 100,000 circuit miles over a rolling 365-day period. The number of fire incidents is calculated using the following criteria: (i) occur within PG&E’s HFTD and HFRA; (ii) occur in high-risk weather conditions defined as meeting the criteria of Fire Potential Index (FPI) or R3, R4, R5, and R5+; and (iii) is reportable to the CPUC per Decision 14-02-015. A reportable fire incident includes all the following: (1) Ignition is associated with PG&E electric assets, (2) something other than PG&E facilities burned, and (3) the resulting fire travelled more than one meter from the ignition point. In the event of either of the following, this metric is scored at zero: (1) Fire ignition incidents that result in fires that cause a third-party, coworker or a contract partner fatality. (2) Fire ignition incidents that result in fires that damage or destroy > 500 structures. | | Quality pass rate | Equally weighted index that measures Vegetation Management’s quality performance across two core Wildfire Mitigation programs: (1) Percentage of System Inspection Transmission inspections that pass the Quality Control review. (2) Percentage of Vegetation Management Distribution trees that pass the Quality Control review. | | Total gas dig in-rate | The number of gas dig-ins per 1,000 Underground Service Alert tickets received, excluding Pole Test and Treat tickets. The dig-in component tracks all gas dig-ins to PG&E gas subsurface installations. A dig-in refers to damage which occurs during excavation activities (impact or exposure) and results in a repair or replacement of an underground gas facility. | | DCPP reliability and safety indicator | The year-end combined (average) score for Unit 1 and Unit 2, representing a composite of 10 performance indicators for nuclear power generation developed by the nuclear industry and applied to all U.S. nuclear power plants. Indicator performance periods range from 18 to 36 months (rolling). | | Safe dam operating capacity | Measure of operating capability of mechanical equipment used as main control to reduce the enterprise risk of any Large Uncontrolled Water Release. Performance is based on the ratio of all controlled outlet days forced out over the controlled outlet days available. | | Serious injury actual count | A work-related incident from work at or for PG&E, including motor vehicle incidents, that results in any of the following to coworkers, contractors, or directly supervised contractors: (1) A life-threatening injury or illness that required immediate life-preserving action that if not applied immediately would likely have resulted in the death of that person. (2) A life-altering injury or illness that resulted in a permanent and significant loss of a major body part or organ function. The count includes the number of injuries meeting the metric definition. In the event of either of the following, this metric is scored at zero: (1) A coworker or contractor fatality, other than those associated with an ignition from our equipment. (2) A public fatality due to an asset failure (when an authorized party determines the incident resulted directly from (a) incorrect operation of equipment, (b) failure or malfunction of utility-owned equipment, or (c) failure to comply with any Commission rule or standard. | | Customers experiencing multiple planned and unplanned interruptions (CEMI-5) | The total number of customers experiencing 5 or more (CEMI-5) sustained interruptions (planned and unplanned). Metric is reported for a 12-month period, and calculated as a customer count. Exclusions consists of: (i) 2.5 Beta major event days (MEDs) based on the IEEE Standard 1366 (also referred to as the “2.5 Beta Method”), (ii) ISO initiated outages (rotating outages), (iii) momentary outages, (iv) secondary and service-level outages (not reported in the ILIS database), and (v) non-restorable customers. |

  26. Short-Term Incentives

    | Metric | Definition(1) | | Customer transaction score | Customers rate their overall satisfaction with PG&E interactions through email and web based post-transaction surveys. The score is based on a weighted average of the mean score for survey programs for the question: “Overall, how satisfied were you with your [recent transactional] experience?”. Surveys are weighted as follows (i) PGE.com (30%), (ii) unplanned outage (20%), (iii) post-call IVR (20%), (iv) live agent (10%), (v) planned outage (5%), (vi) after field visit (5%), (vii) service planning (5%), and (viii) business accounts (5%). | | Non-GAAP core earnings per share | Financial performance from ongoing core operations, in dollars per share. The measurement is Non-GAAP core earnings. Non-GAAP core earnings excludes non-core items (expenses that Management does not consider representative of ongoing earnings and affects comparability of financial results between periods). | | Operating cash flow | Operating cash flow measures cash the company’s normal operations generates. The definition aligns with the consolidated GAAP financial statements and is calculated by starting with cash income from customers and subtracting cash spend from operating activities. |

  27. Short-Term Incentives

    | (1) These are abbreviated summary definitions and may not reflect complete details, including certain exclusions, for each metric. |

  28. Short-Term Incentives

    In the first quarter of 2026, the People and Compensation Committee reviewed and certified the following results for the company score.

  29. Short-Term Incentives

    | Performance Metrics | Weight | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | Unweighted Score | Weighted Score | | Safety | 60% | | | | | | | | Weather-normalized CPUC-reportable fire ignitions in HFRA | 25% | 1.75 | 1.16 | 0.56 | 1.10 | 1.100 | 0.275 | | Quality pass rate | 10% | 0.500 | 1.000 | 2.000 | 1.977 | 1.977 | 0.198 | | Gas dig-in rate | 5% | 1.13 | 1.08 | 1.03 | 0.84 | 2.000 | 0.100 | | DCPP reliability and safety indicator | 5% | 95.0 | 97.5 | 100.0 | 100.00 | 2.000 | 0.100 | | Safe dam operating capacity | 5% | 97.0% | 97.5% | 98.0% | 98.1% | 2.000 | 0.100 | | Serious injury actual count(1) | 10% | 5 | 4 | 3 | 4 | 0.000 | 0.000 | | Customer Experience | 10% | | | | | | | | CEMI-5 index | 5% | 516,834 | 506,497 | 490,992 | 420,005 | 2.000 | 0.100 | | Customer transaction score | 5% | 7.3 | 7.5 | 7.7 | 7.4 | 0.750 | 0.038 | | Financial Stability | 30% | | | | | | | | Non-GAAP core earnings per share | 20% | $1.46 | $1.48 | $1.50 | $1.50 | 2.000 | 0.400 | | Operating cash flow | 10% | $7,905 | $9,300 | $10,695 | $8,716 | 0.791 | 0.079 | | 2025 Final STIP Company Score | | | | | | | 1.390 |

  30. Short-Term Incentives

    | (1) Consistent with the definition of the serious injury actual count metric, as noted in the table above, the score of this metric is zero due to a contractor fatality and a public fatality that occurred during 2025. |

  31. Short-Term Incentives

    To assess company performance relative to the above scorecard, the People and Compensation Committee can apply a modifier to reflect individual performance during the year via the IPM. This can modify awards to as low as zero and by up to 120%, subject to an overall cap of 200% when combined with the company score. Following an assessment of individual performance in 2025, IPMs of 100 to 110% were approved. The table below shows the STIP compensation paid to each of the NEOs for 2025 performance:

  32. Short-Term Incentives

    | NEO | Target Incentive (percent of Base) (1) | Target Incentive (2) | Company Score | Individual Performance Modifier (3) | Actual Incentive (4) | Actual Incentive (percent of Target) | | Patricia K. Poppe | 150% | $2,100,000 | 1.390 | 100% | $2,919,000 | 139.0% | | Jason M. Glickman | 75% | $596,137 | 1.390 | 100% | $828,631 | 139.0% | | Marlene M. Santos | 90% | $870,628 | 1.390 | 100% | $1,210,172 | 139.0% | | Sumeet Singh | 90% | $870,628 | 1.390 | 100% | $1,210,173 | 139.0% | | Carolyn J. Burke | 75% | $578,023 | 1.390 | 100% | $803,452 | 139.0% | | Stephanie N. Williams | 55% | $219,780 | 1.390 | 110% | $336,043 | 153.0% | | John R. Simon | 75% | $680,574 | 1.390 | 100% | $945,998 | 139.0% | | Alejandro T. Vallejo (5) | 65% | $296,066 | 1.390 | 100% | $411,531 | 139.0% | | Ajay Waghray | 75% | $558,900 | 1.390 | 100% | $776,871 | 139.0% |

  33. Short-Term Incentives

    | (1) Reflects the target STIP percentage effective December 31, 2025. | | (2) Reflects the actual target STIP value in effect for 2025, taking into account salary adjustments, target STIP percentage adjustments and length of service in 2025. | | (3) The 2025 STIP base award for each NEO was subject to adjustment for individual performance on key performance variables. The IPM can range from zero to 100% of the base award for NEO’s except Ms. Williams, whose modifier can range from zero to 120%, with a potential maximum total award at 200% of each NEO’s target opportunity. | | (4) Mr. Awada resigned effective September 30, 2025, and no STIP amount was paid to him. | | (5) Mr. Vallejo became Executive Vice President and Chief People Officer of PG&E Corporation and Pacific Gas and Electric Company effective September 30, 2025. His dollar target incentive opportunity for the year is determined using the STIP target incentive in effect for each of his 2025 roles. |

  34. Long-Term Incentives

    Long-Term Incentives

  35. 2025 Long-Term Incentive Awards

    2025 Long-Term Incentive Awards For 2025, the People and Compensation Committee approved granting LTIP awards as 70% PSUs and 30% RSUs. This mix effectively measures and incentivizes our success in ensuring continued focus on key safety programs, such as system hardening as well as customer welfare, which are critical to our long-term financial stability. Additionally, the LTIP awards are aligned to our absolute stock price and in the case of PSUs, our relative TSR performance. The People and Compensation Committee established annual target opportunities for each NEO, expressed as absolute dollar values.

  36. 2025 Long-Term Incentive Awards

    | NEO | 2025 Target Long-Term Incentive (1)(2) | PSUs | RSUs | | Patricia K. Poppe | $11,880,000 | 70% | 30% | | Jason M. Glickman | $1,750,000 | 70% | 30% | | Marlene M. Santos | $2,600,000 | 70% | 30% | | Sumeet Singh | $2,600,000 | 70% | 30% | | Carolyn J. Burke | $1,800,000 | 70% | 30% | | Stephanie N. Williams | $450,000 | 70% | 30% | | John R. Simon | $1,750,000 | 70% | 30% | | Alejandro T. Vallejo (3) | $750,000 | 70% | 30% | | Ajay Waghray | $1,000,000 | 70% | 30% |

  37. 2025 Long-Term Incentive Awards

    | (1) The People and Compensation Committee approves target LTIP award values, that are converted into a number of PSUs and RSUs based on the closing price of $16.43 on March 3, 2025. Approved target values differ from the grant date fair values reported in the Summary Compensation Table which are determined in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718. | | (2) Mr. Awada’s 2025 LTIP awards were forfeited in connection with his resignation, and therefore the amounts thereof have been omitted from the table. | | (3) In connection with his promotion to Executive Vice President and Chief People Officer of PG&E Corporation and Pacific Gas and Electric Company, effective September 30, 2025, Mr. Vallejo also received a promotional award of PSUs and RSUs in addition to his regular annual award based on the closing price of $16.12 on October 28, 2025. These promotional awards are subject to the same conditions as the annual awards made in March and are included above. |

  38. 2025 Long-Term Incentive Awards

    PSU performance will be measured over a three-year period from January 1, 2025 to December 31, 2027 and vest to the extent threshold or greater performance objectives are accomplished, in accordance with the three-year holding period for equity required under AB 1054. Dividend equivalents, if any, are accrued and paid in cash at the end of the performance period on earned shares only. The People and Compensation Committee retains complete and sole discretion to adjust any performance formula or score, including to zero, on any and all incentive plan performance measures or modifiers for any reason. In determining the performance metrics for the 2025 awards, the People and Compensation Committee considered a range of factors similar to those noted above in respect of the STIP awards. These included alignment with our core focus on customer welfare; the interaction with other metrics under the STIP and existing LTIP awards; the companies’ ability to establish robust goals; and the extent to which the metrics measure outcomes in an objective manner. The performance metrics and corresponding weighting applied in the 2025 PSU awards remained consistent with those utilized for the 2024 and 2023 awards, with some updates to the definition for relative TSR, as detailed below. The Utility received approval from the Office of Energy Infrastructure Safety on the 2025 LTIP award design in December 2025 as part of the annual Safety Certification.

  39. 2025 Long-Term Incentive Awards

    | 2025-2027 Performance Metric & Goals | Weight | Threshold (50%) | Target (100%) | Maximum (200%) | | Safety | 40% | | | | | System hardening effectiveness | 20% | 95.0% | 97.0% | 99.0% | | Electric corrective maintenance in HFRA | 20% | 84.0% | 88.0% | 92.0% | | Customer Experience | 25% | | | | | System average interruption duration index (SAIDI) (1) | 25% | 262.50 | 257.30 | 244.40 | | Financial Stability | 35% | | | | | Relative total shareholder return (TSR) (2) | 35% | 25th Percentile | 50th Percentile | 90th Percentile |

  40. 2025 Long-Term Incentive Awards

    | (1) Major Event Days are not included in the SAIDI calculation (and accordingly reflected in the goals) so as not to distort the measure of sustained outages (SAIDI) solely due to extreme weather. | | (2) Measured against companies in the Performance Peer Group on page 54. For the 2023 and 2024 PSUs, TSR measures a single three-year performance period. For the 2025 PSUs, TSR measures the average of each calendar year score for three years. In light of the Eaton fire’s significant negative impact on PG&E Corporation’s common stock price in January 2025, and the inclusion of a majority of non-California utilities in our Performance Comparator Group that are not subject to the same California-specific regulatory uncertainty as PG&E, the People and Compensation Committee approved this metric definition in February 2025 for the 2025-2027 performance period, to ensure that the PSUs would adequately incent performance over the full three-year period. |

  41. 2025 Long-Term Incentive Awards

    Actual performance relative to the goals approved by the People and Compensation Committee will be disclosed following the conclusion of the three-year performance period and certification of results in the first quarter of 2028. The People and Compensation Committee retains complete discretion to adjust the formula, results, and final score, including to zero, on any and all incentive plan performance measures for any reason. All PSUs may be subject to earlier vesting or forfeiture upon certain events, in accordance with the terms of the grant. The RSU awards vest in equal annual installments on the first, second, and third anniversaries of the date of grant, subject to continued service.

  42. Assessment of 2023 Long-Term Incentive Awards

    Assessment of 2023 Long-Term Incentive Awards The three-year performance period for the 2023 PSU awards concluded on December 31, 2025. In the first quarter of 2026, the People and Compensation Committee assessed performance over the three-year performance period. Consistent with our regulatory commitments including AB 1054 and the POR OII, the 2023 PSU award’s scorecard reflects our focus on key safety programs, such as system hardening and customer safety. These non-financial metrics each achieved an unweighted score of 2.0, which resulted in an overall metric score of 1.30 despite relative TSR having achieved a score of 0. The relative TSR score was negatively affected by the Eaton fire, which did not reflect the companies’ performance, as it was outside of the Utility’s service area and did not involve the Utility’s assets. Payout amounts were determined by multiplying the number of 2023 granted PSUs by the overall metric score of 130.0%.

  43. Assessment of 2023 Long-Term Incentive Awards

    | Performance Metric | Weight | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | Unweighted Score | Weighted Score | | Public and Employee Safety | 40% | | | | | | | | System hardening effectiveness | 20% | 80.0% | 84.0% | 88.0% | 97.2% | 2.000 | 0.400 | | Electric corrective maintenance in HFRA | 20% | 69.0% | 77.0% | 85.0% | 90.44% | 2.000 | 0.400 | | Customer Experience | 25% | | | | | | | | System average interruption duration index (SAIDI) | 25% | 245.6 | 238.2 | 230.8 | 223.7 | 2.000 | 0.500 | | Financial Stability | 35% | | | | | | | | Relative TSR (1) | 35% | 25th Percentile | 50th Percentile | 90th Percentile | 3.8th Percentile | 0.000 | 0.000 | | 2023 Overall PSU Performance Score | | | | | | | 1.300 |

  44. Assessment of 2023 Long-Term Incentive Awards

    | (1) Comparator companies comprised those listed in our 2023 Performance Comparator Group in our 2024 Proxy Statement: Alliant Energy Corporation, Ameren Corporation, American Electric Power Company, Inc., CMS Energy Corporation, Consolidated Edison, Inc., DTE Energy Company, Duke Energy Corporation, Edison International, Evergy, Inc., Eversource Energy, Exelon Corporation, FirstEnergy Corporation, NiSource Inc., Pinnacle West Capital Corporation, PPL Corporation, The Southern Company, WEC Energy Group, Inc., and Xcel Energy Inc. |

  45. Severance Benefits

    Severance Benefits General severance benefits are provided to the NEOs through the Officer Severance Policy and specific incentive plan award agreements and guidelines. The purpose of this policy is to: •Attract and retain senior management by providing severance benefits that are part of a competitive total compensation package; •Provide consistent treatment for all terminated officers; •Minimize potential litigation costs in connection with terminations of employment by conditioning payments upon a general release of claims; and •Focus management on maximizing shareholder value and aligning interests, rather than being distracted by concerns about job security in a potential change-in-control situation. Change-in-control enhanced severance benefits require a “double trigger” and are not payable based on a change-in-control event alone, which the People and Compensation Committee believes best reflects shareholder interests and aligns with typical market practices. Details of the policy are summarized below.

  46. Severance Benefits

    | Termination Scenario | Eligible | Key Provisions | | | Termination without cause (not in connection with a Change in Control) | All NEOs | • | Cash severance of two-times (CEO) or one-times (other NEOs) the sum of base salary and STIP target and a discretionary pro‑rated STIP award based on actual earnings through termination date | | | | • | Continued vesting of PSUs for one year | | | | • | Continued vesting of unvested RSUs for one year | | | | • | Continued vesting of stock options for one year, with an exercise period equal to the lesser of one year or the remaining term of the options | | | | • | Limited COBRA benefits and outplacement services | | Termination for cause or resignation when not retirement eligible | All NEOs | Termination for cause or resignation when not retirement eligible: | | | | | • | Forfeits all unvested PSUs, RSUs, and stock options | | | | • | Forfeits any unpaid dividends associated with long-term incentive awards | | Termination in connection with a Change in Control | All NEOs (except S. Williams) | • | Cash severance of three-times (CEO) or two-times (other NEOs) the sum of base salary and STIP target and a discretionary pro‑rated STIP award based on actual earnings through termination date | | | | • | LTIP award agreements detail treatment that accelerate vesting of all awards on a change in control (CIC) if either (1) the officer is severed in connection with the CIC, or (2) the award is not continued, assumed, or substituted | | | | • | Limited COBRA benefits and outplacement services |

  47. Severance Benefits

    The Golden Parachute Restriction Policy requires shareholder approval of certain defined executive severance payments provided in connection with a change in control of PG&E Corporation, to the extent that those payments exceed 2.99 times the sum of a covered officer’s base salary and target STIP award. The Officer Severance Policy also permits reduction and repayment of severance benefits from certain officers, with certain triggers. Specifically, the Boards of Directors of PG&E Corporation and the Utility will have: •A right to cancel, reduce, or require forfeiture of severance payments or benefits from (1) executive officers of either company in the event of a felony conviction of either company related to public health and safety or financial misconduct by either company following its July 1, 2020 emergence from Chapter 11 (Company Conviction), provided that an affected executive officer was serving as an executive officer of the convicted company at the time of the conduct leading to the Company Conviction; or (2) either company’s CEO or CFO if that company is required to restate its financial statements due to that company’s material non-compliance with financial reporting requirements as a result of misconduct, provided that the individual was serving as CEO or CFO during the period covered by the restatement; and •A right to recoup or require reimbursement or repayment of severance rights, payments, and benefits from executive officers in the event such executive officers engaged in misconduct that materially contributed to some of the actions or omissions on which a Company Conviction is based. Additional details regarding severance benefits can be found in the sections entitled “Potential Payments—Termination Without Cause” beginning on page 88, and “Potential Payments—Severance in Connection with Change in Control” beginning on page 89.

  48. Short-Term Incentive Plan

    Short-Term Incentive Plan For 2026, the design is consistent with 2025 with safety and wildfire mitigation plan metrics making up 60% of the overall weight, and a continued emphasis on outcome-oriented and risk reduction metrics.

  49. Long-Term Incentive Plan

    Long-Term Incentive Plan The design of annual equity grants to executive officers (including NEOs) is also consistent with 2025. The focus remains on safety metrics, with the performance metrics and weightings used in 2026 remaining the same as in 2025, with the exception of the definition for relative TSR, which returned to a single three-year performance period. The structure continues to be consistent with our regulatory commitments, reflecting our commitment to key safety programs, such as system hardening as well as customer safety, which are critical to the long-term financial stability of the company. In 2026, the People and Compensation Committee will submit the 2026 compensation program for approval under AB 1054. The plans continue to focus on safety with minor refinements to ensure alignment with our strategic priorities and external commitments.

  50. Equity Grant Date Policy

    Equity Grant Date Policy The PG&E Corporation Equity Grant Date Policy, as last amended in February 2024, generally provides that annual LTIP awards, if any, are granted once per year on March 1 (or if that day is not a business day, then on the following business day). Annual LTIP awards may be granted to eligible coworkers on a date other than March 1 in certain occasions like when a coworker is on an approved leave of absence on March 1. The companies retain discretion to grant LTIP awards other than annual awards (such as for newly hired or newly promoted officers or for retention, recognition or other like purposes). If the grant date of any non-annual LTIP award would occur during a trading blackout period, as defined under the company’s Insider Trading Standard, then the actual grant date will be the first business day after the trading blackout period ends. The companies do not grant equity awards in anticipation of the release of material nonpublic information and do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation.

  51. Summary Compensation Table – 2025

    Summary Compensation Table – 2025 This table summarizes the principal components of compensation paid or granted during 2025 (including cash incentives earned for corporate performance in 2025 but paid in 2026). Titles are as of December 31, 2025.

  52. Summary Compensation Table – 2025

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7) | Total ($) | | Patricia K. Poppe (8) CEO, PG&E Corporation | 2025 | 1,400,000 | — | 11,155,472 | — | 2,919,000 | 27,348 | 4,310,661 | 19,812,481 | | | 2024 | 1,400,000 | — | 11,723,088 | — | 2,103,080 | 31,770 | 566,001 | 15,823,939 | | | 2023 | 1,400,000 | — | 11,750,292 | — | 3,453,030 | 33,718 | 357,799 | 16,994,840 | | Jason M. Glickman EVP, Engineering, Planning and Strategy, Pacific Gas and Electric Company | 2025 | 794,850 | — | 1,643,292 | — | 828,631 | 24,190 | 142,355 | 3,433,318 | | | 2024 | 769,529 | — | 1,783,968 | — | 597,924 | 20,385 | 137,708 | 3,309,513 | | | 2023 | 743,100 | — | 1,912,843 | — | 947,689 | 24,557 | 120,340 | 3,748,529 | | Marlene M. Santos EVP and Chief Customer Officer and Enterprise Solutions Officer, Pacific Gas and Electric Company | 2025 | 967,364 | — | 2,441,458 | — | 1,210,172 | 36,671 | 210,354 | 4,866,019 | | | 2024 | 936,182 | — | 3,160,150 | — | 872,896 | 24,941 | 235,786 | 5,229,955 | | | 2023 | 902,344 | — | 2,841,929 | — | 1,408,549 | 43,618 | 200,978 | 5,397,418 | | Sumeet Singh EVP, Operations and Chief Operating Officer, Pacific Gas and Electric Company | 2025 | 969,235 | — | 2,441,458 | — | 1,210,173 | 174,404 | 172,404 | 4,967,673 | | | 2024 | 936,182 | — | 2,650,459 | — | 872,896 | 31,896 | 199,747 | 4,691,181 | | | 2023 | 869,011 | — | 2,841,929 | — | 1,314,236 | 173,050 | 141,795 | 5,340,021 | | Carolyn J. Burke EVP and CFO, PG&E Corporation | 2025 | 770,698 | — | 1,690,238 | — | 803,452 | 27,186 | 159,586 | 3,451,160 | | | 2024 | 746,146 | — | 1,834,920 | | 579,755 | 25,797 | 148,914 | 3,335,532 | | | 2023 | 580,525 | 400,000 | 2,332,176 | | 740,355 | 22,816 | 319,628 | 4,395,500 | | Stephanie N. Williams VP and Controller, PG&E Corporation and VP, CFO and Controller, Pacific Gas and Electric Company | 2025 | 399,600 | — | 422,570 | — | 336,043 | 100,166 | 60,171 | 1,318,549 | | | 2024 | 386,719 | — | 433,254 | | 202,324 | 12,656 | 61,694 | 1,096,646 | | | 2023 | 379,765 | — | 491,878 | — | 317,444 | 97,380 | 46,054 | 1,332,521 | | John R. Simon EVP, General Counsel, and Chief Ethics & Compliance Officer, PG&E Corporation | 2025 | 907,432 | — | 1,643,292 | — | 945,998 | 1,255,985 | 51,119 | 4,803,826 | | | 2024 | 878,182 | — | 3,283,977 | — | 682,347 | 1,185,466 | 48,823 | 6,078,795 | | | 2023 | 846,308 | — | 1,912,843 | — | 1,100,899 | 1,096,294 | 38,164 | 4,994,509 | | Kaled H. Awada (8) Former EVP and Chief People Officer, PG&E Corporation and Pacific Gas and Electric Company | 2025 | 560,442 | — | 1,643,292 | — | — | — | 116,474 | 2,320,208 | | | 2024 | 686,504 | 650,000 | 2,783,980 | — | 533,413 | 21,540 | 226,136 | 4,901,573 | | Alejandro T. Vallejo (9) EVP and Chief People Officer, PG&E Corporation and Pacific Gas and Electric Company | 2025 | 482,762 | — | 701,710 | — | 411,531 | 113,867 | 94,278 | 1,804,149 | | Ajay Waghray EVP and Chief Information Officer, PG&E Corporation and Pacific Gas and Electric Company | 2025 | 745,200 | — | 939,038 | — | 776,871 | 24,919 | 158,292 | 2,644,321 | | | 2024 | 724,082 | — | 1,529,106 | — | 560,444 | 32,508 | 149,267 | 2,995,407 |

  53. Summary Compensation Table – 2025

    | (1) Salary amounts reflect actual base salary earned during the fiscal year. Amounts may differ from the annual base salary rates due to mid-year salary adjustments. | | (2) No bonuses were paid to the named executive officers in 2025. In 2025, Mr. Awada repaid $96,033 of a previously awarded sign‑on bonus that was reported in the Summary Compensation Table for 2024 and subject to a two‑year service‑based clawback provision. Mr. Awada resigned before satisfying the required service period and was therefore required to repay the unearned portion of the sign‑on bonus under the terms of the award agreement. |

  54. Summary Compensation Table – 2025

    | (3) Represents the grant date fair value of PSUs and RSUs measured in accordance with FASB ASC Topic 718, without considering an estimate of forfeitures related to service-based vesting. For PSUs using safety and affordability measures, and for RSUs, grant date fair value is measured using the closing price of PG&E Corporation common stock on the grant date. Assumptions made in valuation of reported performance shares with a relative TSR measure are described in footnote 4 to the table entitled “Grants of Plan-Based Awards in 2025” on page 75. If the highest level of performance conditions were achieved, the estimated maximum grant date value of PSUs granted in 2025 would be: Ms. Poppe $15,182,920, Mr. Glickman $2,236,576, Ms. Santos $3,322,887, Mr. Singh $3,322,887, Ms. Burke $2,300,466, Ms. Williams $575,129, Mr. Simon $2,236,576, Mr. Awada $2,236,576, Mr. Vallejo $953,382, and Mr. Waghray $1,278,053. | | (4) No stock options were granted in 2025. | | (5) Amounts represent payments paid or deferred in 2026, 2025, and 2024 for achievement of corporate and organizational objectives in 2025, 2024, and 2023, respectively, under the STIP. | | (6) Amounts reported for 2025 consist of (i) the change in pension value during 2025 for all NEOs (Ms. Poppe $27,348, Mr. Glickman $24,190, Ms. Santos $36,671, Mr. Singh $170,087, Ms. Burke $27,186, Ms. Williams $100,166, Mr. Simon $1,254,824, Mr. Awada $0, Mr. Vallejo $113,867, and Mr. Waghray $24,919), and (ii) the above-market earnings on compensation deferred into the PG&E Corporation Supplemental Retirement Savings Plan and invested in the AA Utility Bond Fund for Mr. Simon ($1,161) and Mr. Singh ($4,317). The AA Utility Bond Fund accrues interest based on the long-term corporate bond yield average for AA utilities reported by Moody’s Investors Service. The above-market earnings are calculated as the difference between actual earnings from the AA Utility Bond Fund investment option and hypothetical earnings that would have resulted using an interest rate equal to 120 percent of the applicable federal rate. | | (7) Amounts reported for 2025 consist of (i) perquisites and personal benefits (Ms. Poppe $3,976,965, Mr. Glickman $17,146, Ms. Santos $23,494, Mr. Singh $54, Ms. Burke $18,813, Ms. Williams $54, Mr. Simon $10,284, Mr. Awada $6,854, Mr. Vallejo $18,497 and Mr. Waghray $22,185) and (ii) company contributions to defined contribution retirement plans (Ms. Poppe $333,696, Mr. Glickman $125,209, Ms. Santos $186,860, Mr. Singh $172,350, Ms. Burke $140,774, Ms. Williams $60,117, Mr. Simon $40,834, Mr. Awada $109,620, Mr. Vallejo $75,781, and Mr. Waghray $136,107). | | (8) Mr. Awada resigned effective September 30, 2025. | | (9) Mr. Vallejo was elected Executive Vice President, Chief People Officer of PG&E Corporation and Pacific Gas and Electric Company, effective September 30, 2025. |

  55. Summary Compensation Table – 2025

    The following chart provides additional information regarding certain perquisites and personal benefits that are included in the Summary Compensation Table and discussed in section (i) of footnote 7.

  56. Summary Compensation Table – 2025

    | | Fitness ($) | Executive Health ($) | Financial Services ($) | AD&D ($) | Air Transportation ($) | Ground Transportation ($) | Other Security ($) | | P. K. Poppe | — | — | 10,340 | 54 | 450,831 | 53,087 | 3,462,653 | | J. M. Glickman | — | 9,500 | 7,592 | 54 | — | — | — | | M. M. Santos | 2,809 | 9,500 | 11,131 | 54 | — | — | — | | S. Singh | — | — | — | 54 | — | — | — | | C.J. Burke | 270 | 9,500 | 8,989 | 54 | — | — | — | | S. N. Williams | — | — | — | 54 | — | — | — | | J. R. Simon | 730 | 9,500 | — | 54 | — | — | — | | K. H. Awada | — | — | 6,800 | 54 | — | — | — | | A. T. Vallejo | — | 9,500 | 8,943 | 54 | — | — | — | | A. Waghray | — | 11,000 | 11,131 | 54 | — | — | — |

  57. Summary Compensation Table – 2025

    The above perquisites and personal benefits consist of the following: •The value of reimbursements for health club fees, pursuant to a program available to certain management employees, including non-officers, which provides reimbursements of up to 35 percent for eligible fitness facility membership fees. •The cost of executive health services provided to executive officers. Amounts vary among officers, reflecting (i) the decisions of each individual officer regarding the specific types of tests and consultations provided, and (ii) the exact value of reimbursed expenses. •In February 2025, the Committee approved the reinstatement of a financial services benefit for officers, with benefit levels determined by officer position. All NEOs other than Ms. Williams are eligible for the highest benefit tier. Expenses related to the benefit are allocated on a prorated basis reflecting the actual commencement of services. •Ms. Poppe is required to utilize private aircraft for business-related travel and all other travel, including personal, when there is an identified security need based on an independent security assessment. Ms. Poppe may be accompanied by her spouse or immediate family member as approved by the non-executive PG&E Corporation Board Chair, but there was no incremental cost to the companies for such travel in 2025. PG&E calculates the aggregate incremental cost for personal use of private aircraft as any direct operating costs to PG&E attributable to the personal use, plus the cost to PG&E of any tax deduction disallowance due to the personal use. Because the leased private aircraft are used primarily for business travel, the direct operating costs exclude the following: operating fund, monthly management fee, and non-flight-specific insurance costs. The air travel policy also provides that any tax impact to Ms. Poppe due to recognition of the imputed value of private aircraft travel is not reimbursable by the companies. •As described in the CD&A, PG&E evaluated Ms. Poppe’s specific risks, and required Ms. Poppe to use company-provided ground transportation for all travel as recommended by the third-party risk assessment. These costs were determined based on the applicable average lease value of the vehicles used for this purpose. •Other security costs primarily relate to residential security for the PG&E Corporation CEO, including protective services and one‑time property security enhancements, which include perimeter and physical security enhancements as well as network and security monitoring. Enhanced residential security measures were implemented in early 2025 following a third‑party security risk assessment and PG&E Corporation Board approval, consistent with the Company’s risk‑based approach to employee security. “Other Security” also includes incremental costs for security detail for personal events. Please see the CD&A beginning on page 41 for additional information regarding the elements of compensation discussed above, including information regarding salary, short-term incentives, and long-term incentives. Additional information regarding grants of LTIP awards can be found in the narrative following the “Grants of Plan-Based Awards in 2025” table below.

  58. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 This table provides information regarding incentive awards and other stock-based awards granted during 2025 to NEOs.

  59. Grants of Plan-Based Awards in 2025

    | | | Committee / Board Action | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock | Grant Date Fair Value of Stock and Option | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | or Units | Awards | | Name | Grant Date | Date | ($) | ($) | ($) | (#) | (#) | (#) | (#)(3) | ($)(4) | | Patricia K. Poppe | | | 1,050,000 | 2,100,000 | 4,200,000 | | | | | | | | 3/3/2025 | 2/19/2025 | | | | | | | 216,921 | 3,564,012 | | | 3/3/2025 | 2/19/2025 | | | | 164,498 | 328,996 | 657,992 | | 5,405,404 | | | 3/3/2025 | 2/19/2025 | | | | 88,576 | 177,152 | 354,304 | | 2,186,056 | | Jason M. Glickman | | | 298,069 | 596,137 | 1,192,275 | | | | | | | | 3/3/2025 | 2/19/2025 | | | | | | | 31,954 | 525,004 | | | 3/3/2025 | 2/19/2025 | | | | 24,232 | 48,464 | 96,928 | | 796,264 | | | 3/3/2025 | 2/19/2025 | | | | 13,048 | 26,096 | 52,192 | | 322,025 | | Marlene M. Santos | | | 435,314 | 870,628 | 1,741,255 | | | | | | | | 3/3/2025 | 2/19/2025 | | | | | | | 47,475 | 780,014 | | | 3/3/2025 | 2/19/2025 | | | | 36,002 | 72,003 | 144,006 | | 1,183,009 | | | 3/3/2025 | 2/19/2025 | | | | 19,386 | 38,771 | 77,542 | | 478,434 | | Sumeet Singh | | | 435,314 | 870,628 | 1,741,256 | | | | | | | | 3/3/2025 | 2/19/2025 | | | | | | | 47,475 | 780,014 | | | 3/3/2025 | 2/19/2025 | | | | 36,002 | 72,003 | 144,006 | | 1,183,009 | | | 3/3/2025 | 2/19/2025 | | | | 19,386 | 38,771 | 77,542 | | 478,434 | | Carolyn J. Burke | | | 289,012 | 578,023 | 1,156,047 | | | | | | | | 3/3/2025 | 2/19/2025 | | | | | | | 32,867 | 540,005 | | | 3/3/2025 | 2/19/2025 | | | | 24,924 | 49,848 | 99,696 | | 819,003 | | | 3/3/2025 | 2/19/2025 | | | | 13,421 | 26,842 | 53,684 | | 331,230 |

  60. Grants of Plan-Based Awards in 2025

    | | | Committee / Board Action | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock | Grant Date Fair Value of Stock and Option | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | or Units | Awards | | Name | Grant Date | Date | ($) | ($) | ($) | (#) | (#) | (#) | (#)(3) | ($)(4) | | Stephanie N. Williams | | | 109,890 | 219,780 | 439,560 | | | | | | | | 3/3/2025 | 2/19/2025 | | | | | | | 8,217 | 135,005 | | | 3/3/2025 | 2/19/2025 | | | | 6,231 | 12,462 | 24,924 | | 204,751 | | | 3/3/2025 | 2/19/2025 | | | | 3,356 | 6,711 | 13,422 | | 82,814 | | John R. Simon | | | 340,287 | 680,574 | 1,361,148 | | | | | | | | 3/3/2025 | 2/19/2025 | | | | | | | 31,954 | 525,004 | | | 3/3/2025 | 2/19/2025 | | | | 24,232 | 48,464 | 96,928 | | 796,264 | | | 3/3/2025 | 2/19/2025 | | | | 13,048 | 26,096 | 52,192 | | 322,025 | | Kaled H. Awada | | | 275,387 | 550,773 | 1,101,547 | | | | | | | | 3/3/2025 | 2/19/2025 | | | | | | | 31,954 | 525,004 | | | 3/3/2025 | 2/19/2025 | | | | 24,232 | 48,464 | 96,928 | | 796,264 | | | 3/3/2025 | 2/19/2025 | | | | 13,048 | 26,096 | 52,192 | | 322,025 | | Alejandro T. Vallejo | | | 148,033 | 296,066 | 592,131 | | | | | | | | 3/3/2025 | 2/19/2025 | | | | | | | 8,217 | 135,005 | | | 3/3/2025 | 2/19/2025 | | | | 6,231 | 12,462 | 24,924 | | 204,751 | | | 3/3/2025 | 2/19/2025 | | | | 3,356 | 6,711 | 13,422 | | 82,814 | | | 10/28/2025 | 9/18/2025 | | | | | | | 5,584 | 90,014 | | | 10/28/2025 | 9/18/2025 | | | | 4,234 | 8,468 | 16,936 | | 136,504 | | | 10/28/2025 | 9/18/2025 | | | | 2,280 | 4,560 | 9,120 | | 52,622 | | Ajay Waghray | | | 279,450 | 558,900 | 1,117,800 | | | | | | | | 3/3/2025 | 2/19/2025 | | | | | | | 18,260 | 300,012 | | | 3/3/2025 | 2/19/2025 | | | | 13,847 | 27,694 | 55,388 | | 455,012 | | | 3/3/2025 | 2/19/2025 | | | | 7,456 | 14,912 | 29,824 | | 184,014 |

  61. Grants of Plan-Based Awards in 2025

    | (1) Compensation opportunity granted for 2025 under the STIP. Actual amounts earned are reported in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column. Threshold equals a 0.5 times target. Maximum equals 2.0 times target. | | (2) Represents PSUs granted in 2025 under the 2021 LTIP. Threshold equals 0.5 times target. Maximum equals 2.0 times target for PSUs. | | (3) Represents RSUs granted in 2025 under the 2021 LTIP. | | (4) For PSUs with operational measures, the number and fair value of awards are measured at the grant date using the PG&E Corporation stock price which was $16.43 on March 3, 2025 and $16.12 on October 28, 2025. For PSUs with a relative TSR measure, the number of awards is calculated at the grant date using the PG&E stock price which was $16.43 on March 3, 2025 and $16.12 on October 28, 2025, and the fair value of awards are measured at the grant date using a Monte Carlo simulation valuation model. The model assumes that performance conditions are probable of being achieved, applies a risk-free interest rate meant to equal the expected yield on a U.S. 3 Year Treasury Note, and uses historical common stock volatilities from the Company and from peer companies for the 36-month period preceding the grant date. The assumed per-share value was $12.34 on March 3, 2025 and $11.54 on October 28, 2025. |

  62. Grants of Plan-Based Awards in 2025

    The material terms of compensation reported in the tables entitled “Summary Compensation Table” on page 72 and “Grants of Plan-Based Awards” on page 75, including the relative amounts apportioned to different elements of compensation and any applicable performance conditions, can be found in the CD&A. Information regarding specific grants and arrangements is provided below.

  63. Outstanding Equity Awards at Fiscal Year End – 2025

    Outstanding Equity Awards at Fiscal Year End – 2025 This table provides additional information regarding performance shares, stock options, and RSUs that were held as of December 31, 2025, by the NEOs, including awards granted prior to 2025. Any awards described below that were granted in 2025 also are reflected in the “Grants of Plan-Based Awards” table on page 75.

  64. Outstanding Equity Awards at Fiscal Year End – 2025

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Right That Have Not Vested ($)(4) | | P. K. Poppe | — | — | — | — | 1,111,737 | 17,865,614 | 1,198,920 | 23,131,335 | | J. M. Glickman | — | — | — | — | 177,623 | 2,854,402 | 179,983 | 3,487,367 | | M. M. Santos | — | — | — | — | 263,895 | 4,240,793 | 297,522 | 5,895,143 | | S. Singh | — | — | — | — | 263,895 | 4,240,793 | 267,402 | 5,181,201 | | C. J. Burke | — | — | — | — | 177,601 | 2,854,048 | 185,124 | 3,586,969 | | S. N. Williams | 2,738 | — | 41.26 | 3/1/2028 | 45,676 | 734,013 | 44,776 | 861,063 | | J. R. Simon | 43,989 | — | 41.26 | 3/1/2028 | 249,913 | 4,016,102 | 179,983 | 3,487,367 | | A. T. Vallejo | 3,715 | — | 41.26 | 3/1/2028 | 48,007 | 771,472 | 51,178 | 876,723 | | A. Waghray | — | — | — | — | 101,502 | 1,631,137 | 132,968 | 2,706,726 |

  65. Outstanding Equity Awards at Fiscal Year End – 2025

    | (1) Consists of unexercised stock options from awards granted in 2018. | | (2) As of December 31, 2025, no unvested stock options were outstanding. | | (3) Consists of unvested RSUs and unvested PSUs granted in 2023 for which the performance period ended on December 31, 2025. Earned, but not vested PSUs are shown in the table below as Earned PSUs. See the CD&A for additional details regarding awards granted in 2025. | | (4) Market value is based upon the $16.07 closing price of PG&E Corporation common stock on December 31, 2025. | | (5) Consists of unvested PSUs granted in 2024 and 2025. Consistent with SEC rules, the number of shares is presented assuming maximum performance for 2024 awards using operational measures and threshold performance for 2024 awards using measures based on TSR, and assuming target performance for 2025 awards using operational measures and threshold performance for 2025 awards using measures based on TSR. |

  66. Outstanding Equity Awards at Fiscal Year End – 2025 (Continued)

    Outstanding Equity Awards at Fiscal Year End – 2025 (Continued) This table provides additional information regarding the vesting schedule for the RSU awards, earned (but not vested) PSUs, and unearned PSU awards as described in the table above.

  67. Outstanding Equity Awards at Fiscal Year End – 2025 (Continued)

    | Name | Grant Date | Award Type | Applicable Vesting Schedule | Units # | Total | | Poppe | 3/3/2025 | RSU | 3/3/2026 | 72,307 | | | Poppe | 3/3/2025 | RSU | 3/3/2027 | 72,307 | | | Poppe | 3/3/2025 | RSU | 3/3/2028 | 72,307 | 216,921 | | Glickman | 3/3/2025 | RSU | 3/3/2026 | 10,651 | | | Glickman | 3/3/2025 | RSU | 3/3/2027 | 10,651 | | | Glickman | 3/3/2025 | RSU | 3/3/2028 | 10,652 | 31,954 | | Santos | 3/3/2025 | RSU | 3/3/2026 | 15,825 | |

  68. Outstanding Equity Awards at Fiscal Year End – 2025 (Continued)

    | Name | Grant Date | Award Type | Applicable Vesting Schedule | Units # | Total | | Santos | 3/3/2025 | RSU | 3/3/2027 | 15,825 | | | Santos | 3/3/2025 | RSU | 3/3/2028 | 15,825 | 47,475 | | Singh | 3/3/2025 | RSU | 3/3/2026 | 15,825 | | | Singh | 3/3/2025 | RSU | 3/3/2027 | 15,825 | | | Singh | 3/3/2025 | RSU | 3/3/2028 | 15,825 | 47,475 | | Burke | 3/3/2025 | RSU | 3/3/2026 | 10,955 | | | Burke | 3/3/2025 | RSU | 3/3/2027 | 10,956 | | | Burke | 3/3/2025 | RSU | 3/3/2028 | 10,956 | 32,867 | | Williams | 3/3/2025 | RSU | 3/3/2026 | 2,739 | | | Williams | 3/3/2025 | RSU | 3/3/2027 | 2,739 | | | Williams | 3/3/2025 | RSU | 3/3/2028 | 2,739 | 8,217 | | Simon | 3/1/2024 | RSU | 3/1/2026 | 36,145 | | | Simon | 3/1/2024 | RSU | 3/1/2027 | 36,145 | | | Simon | 3/3/2025 | RSU | 3/3/2026 | 10,651 | | | Simon | 3/3/2025 | RSU | 3/3/2027 | 10,651 | | | Simon | 3/3/2025 | RSU | 3/3/2028 | 10,652 | 104,244 | | Vallejo | 3/1/2024 | RSU | 3/1/2026 | 2,711 | | | Vallejo | 3/1/2024 | RSU | 3/1/2027 | 2,711 | | | Vallejo | 3/1/2023 | RSU | 3/1/2026 | 2,563 | | | Vallejo | 3/3/2025 | RSU | 3/3/2026 | 2,739 | | | Vallejo | 3/3/2025 | RSU | 3/3/2027 | 2,739 | | | Vallejo | 3/3/2025 | RSU | 3/3/2028 | 2,739 | | | Vallejo | 10/28/2025 | RSU | 10/28/2026 | 1,861 | | | Vallejo | 10/28/2025 | RSU | 10/28/2027 | 1,861 | | | Vallejo | 10/28/2025 | RSU | 10/28/2028 | 1,862 | 21,786 | | Waghray | 3/3/2025 | RSU | 3/3/2026 | 6,086 | | | Waghray | 3/3/2025 | RSU | 3/3/2027 | 6,087 | | | Waghray | 3/3/2025 | RSU | 3/3/2028 | 6,087 | 18,260 | | Poppe | 3/1/2023 | Earned PSU | 3/1/2026 | 894,816 | | | Poppe | 3/1/2024 | Unearned PSU | 3/1/2027 | 692,772 | | | Poppe | 3/3/2025 | Unearned PSU | 3/3/2028 | 506,148 | 2,093,736 | | Glickman | 3/1/2023 | Earned PSU | 3/1/2026 | 145,669 | | | Glickman | 3/1/2024 | Unearned PSU | 3/1/2027 | 105,423 | | | Glickman | 3/3/2025 | Unearned PSU | 3/3/2028 | 74,560 | 325,652 | | Santos | 3/1/2023 | Earned PSU | 3/1/2026 | 216,420 | | | Santos | 3/1/2024 | Unearned PSU | 3/1/2027 | 186,748 | | | Santos | 3/3/2025 | Unearned PSU | 3/3/2028 | 110,774 | 513,942 | | Singh | 3/1/2023 | Earned PSU | 3/1/2026 | 216,420 | |

  69. Outstanding Equity Awards at Fiscal Year End – 2025 (Continued)

    | Name | Grant Date | Award Type | Applicable Vesting Schedule | Units # | Total | | Singh | 3/1/2024 | Unearned PSU | 3/1/2027 | 156,628 | | | Singh | 3/3/2025 | Unearned PSU | 3/3/2028 | 110,774 | 483,822 | | Burke | 3/16/2023 | Earned PSU | 3/16/2026 | 144,734 | | | Burke | 3/1/2024 | Unearned PSU | 3/1/2027 | 108,434 | | | Burke | 3/3/2025 | Unearned PSU | 3/3/2028 | 76,690 | 329,858 | | Williams | 3/1/2023 | Earned PSU | 3/1/2026 | 37,459 | | | Williams | 3/1/2024 | Unearned PSU | 3/1/2027 | 25,603 | | | Williams | 3/3/2025 | Unearned PSU | 3/3/2028 | 19,173 | 82,235 | | Simon | 3/1/2023 | Earned PSU | 3/1/2026 | 145,669 | | | Simon | 3/1/2024 | Unearned PSU | 3/1/2027 | 105,423 | | | Simon | 3/3/2025 | Unearned PSU | 3/3/2028 | 74,560 | 325,652 | | Vallejo | 3/1/2023 | Earned PSU | 3/1/2026 | 14,987 | | | Vallejo | 8/1/2023 | Earned PSU | 8/1/2026 | 11,234 | | | Vallejo | 3/1/2024 | Unearned PSU | 3/1/2027 | 18,977 | | | Vallejo | 3/3/2025 | Unearned PSU | 3/3/2028 | 19,173 | | | Vallejo | 10/28/2025 | Unearned PSU | 10/28/2028 | 13,028 | 77,399 | | Waghray | 3/1/2023 | Earned PSU | 3/1/2026 | 83,242 | | | Waghray | 3/1/2024 | Unearned PSU | 3/1/2027 | 90,362 | | | Waghray | 3/3/2025 | Unearned PSU | 3/3/2028 | 42,606 | 216,210 |

  70. Option Exercises and Stock Vested during 2025

    Option Exercises and Stock Vested during 2025 This table provides additional information regarding the amounts received during 2025 by NEOs upon vesting or transfer of restricted stock and other stock-based awards.

  71. Option Exercises and Stock Vested during 2025

    | | Option Awards (2) | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(1) | | P. K. Poppe | — | — | 950,044 | 15,585,472 | | J. M. Glickman | — | — | 175,012 | 2,871,072 | | M. M. Santos | — | — | 260,014 | 4,265,530 | | S. Singh | — | — | 175,012 | 2,871,072 | | C. J. Burke | — | — | 12,377 | 208,491 | | S. N. Williams | — | — | 25,132 | 412,290 | | J. R. Simon | — | — | 193,084 | 3,167,362 | | K. H. Awada | — | — | 30,139 | 485,087 | | A. T. Vallejo | — | — | 26,817 | 439,906 | | A. Waghray | — | — | 85,007 | 1,394,540 |

  72. Option Exercises and Stock Vested during 2025

    | (1) Reflects stock awards that vested on February 27, 2025, March 1, 2025 and March 16, 2025 which were valued using the closing stock prices on the day immediately before each such vesting date which were $16.04, $16.34, and $16.78 respectively. It also includes the value of dividends upon vesting. Aggregate dollar amount realized upon vesting was computed by multiplying the number of shares of stock by the market value of the underlying shares on the applicable vesting date. | | (2) None of the NEOs exercised stock options during 2025. |

  73. Pension Benefits – 2025

    Pension Benefits – 2025 This table provides information for each NEO relating to accumulated benefits as of December 31, 2025, under any plan that provides for payments or other benefits at, after, or relating to retirement.

  74. Pension Benefits – 2025

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefits ($) | Payments During Last Fiscal Year ($) | | P. K. Poppe | Pacific Gas and Electric Company Retirement Plan | 4.99 | 124,303 | — | | J. M. Glickman | Pacific Gas and Electric Company Retirement Plan | 4.66 | 91,331 | — | | M. M. Santos | Pacific Gas and Electric Company Retirement Plan | 4.80 | 144,249 | — | | S. Singh | Pacific Gas and Electric Company Retirement Plan | 23.64 | 1,015,832 | — | | C.J. Burke | Pacific Gas and Electric Company Retirement Plan | 2.80 | 75,799 | — | | S. N. Williams | Pacific Gas and Electric Company Retirement Plan | 15.36 | 515,819 | — | | J. R. Simon | Pacific Gas and Electric Company Retirement Plan | 18.71 | 3,594,975 | — | | J. R. Simon | PG&E Corporation Supplemental Executive Retirement Plan | 18.71 | 3,506,944 | — | | K. H. Awada | Pacific Gas and Electric Company Retirement Plan | 1.70 | 0 | — | | A. T. Vallejo | Pacific Gas and Electric Company Retirement Plan | 15.26 | 594,423 | — | | A. T. Vallejo | Pacific Gas and Electric Company Retirement Excess Benefit Plan | 15.26 | 1,306 | — | | A. Waghray | Pacific Gas and Electric Company Retirement Plan | 5.28 | 148,645 | — |

  75. Pension Benefits – 2025

    Additional information regarding compensation reported in the “Pension Benefits” table, and any associated policies, can be found in the CD&A. The present value of accumulated benefits as of December 31, 2025, is determined assuming that the NEOs retire at the earliest unreduced retirement age, using mortality and interest assumptions consistent with those used in preparing PG&E Corporation’s and the Utility’s financial statements. The PRI-2012 “Employees” mortality table was used without collar or amount adjustments. Rates were projected on a generational basis using MP-2021. Interest discount rates of 5.58 percent and 5.30 percent were used for the Pacific Gas and Electric Company Retirement Plan (Retirement Plan) and the non-qualified PG&E Corporation Supplemental Executive Retirement Plan (SERP), respectively. For 2025, the pension benefits described in the above table are provided to officers under three plans. The Utility provides retirement benefits to its eligible employees, including its officers, under the Retirement Plan, which is a tax-qualified defined benefit pension plan. The Retirement Plan historically also has provided benefits to a significant number of PG&E Corporation’s employees and officers. Since April 1, 2007, all PG&E Corporation employees and officers are eligible to participate in the Retirement Plan. The Retirement Plan has two forms of benefit formula: a final pay formula and a cash balance formula. With respect to the Retirement Plan’s final pay benefit formula, a participating officer may begin receiving tax-qualified pension benefits at age 55, but benefits will be reduced unless the individual has at least 35 years of service and subject to adjustment for actuarial factors, including if an individual commences retirement after becoming eligible for an unreduced pension. At age 65, a participant becomes eligible for an unreduced pension, irrespective of the years of service. Between age 55 and age 65, any pension benefit may be reduced based on the number of years of service, and in accordance with the Retirement Plan’s early retirement reduction factors. The normal benefit formula is 1.7 percent of the average annual salary for the last 36 consecutive months of service multiplied by years of credited service. The default form of benefit is a single-life annuity for participants who are unmarried at retirement or a 50 percent joint spousal annuity for married participants. However, other types of joint pensions are available, and participants may designate non-spousal joint pensioners (subject to spousal consent). Effective January 1, 2013, a cash balance formula was added to the Retirement Plan. Employees hired or re-hired after a break in employment on or after January 1, 2013, participate in the cash balance benefit. Employees hired before January 1, 2013, were given a one-time opportunity during 2013 to irrevocably select to switch to the cash balance benefit on a going-forward basis, effective January 1, 2014, or to retain the final pay benefit to which they were otherwise entitled. On the last day of each year (or on the date of benefit commencement, if earlier), an employee’s cash balance account is credited with pay credits based on a point system of age plus service and eligible pay during the year. At the end of each calendar quarter, the account is credited with interest credits, based on an average of the 30-year Treasury rates for the three months before the calendar quarter. Special interest credit rules apply in the quarter in which the benefit payment commences. The default forms of payment are similar to those under the final pay benefit formula. Additionally, however, a cash balance participant may elect a lump-sum payout that is eligible for rollover into an Individual Retirement Account or other tax-advantaged employer plan. Cash balance participants may elect to receive their vested benefit when they leave employment with any participating employer, regardless of whether they have attained age 55. The cash balance benefit does not include an early retirement reduction. No current NEOs elected to switch to the cash balance benefit. The Pacific Gas and Electric Company Retirement Excess Benefit Plan (Excess Benefit Plan) is a nonqualified supplemental pension plan that provides benefits to eligible employees whose benefits under the Company’s Retirement Plan are limited by Internal Revenue Code Sections 415 and 401(a)(17). The plan is designed to restore the portion of pension benefits that would otherwise be payable under the Retirement Plan but for these statutory limits. Benefits under the Excess Benefit Plan are calculated based on the same pension formulas and assumptions applicable under the Retirement Plan and are payable upon separation from service or attainment of age 55, subject to applicable Internal Revenue Code Section 409A requirements. Participation in the plan ceases upon an employee’s eligibility to participate in PG&E Corporation Defined Contribution Executive Supplemental Retirement Plan (DC-ESRP), at which time accrued benefits are frozen. PG&E Corporation’s SERP provides benefits to certain officers and key employees. The SERP benefit formula is 1.7 percent of the average of the three highest combined salary and annual STIP payments during the last 10 years of service, multiplied by years of credited service, less the amount of the participant’s benefit from the Retirement Plan. Payments are in the form of a single-life annuity or, at the election of the officer, a joint spousal annuity. Normal retirement age is 65. Benefits may begin earlier, on the later of the NEOs reaching age 55 or separation from service with the companies, subject to reduction depending on years of credited service, in accordance with the Retirement Plan’s early retirement reduction factors. Effective January 1, 2013, the SERP was closed to new participants. Individuals who do not participate in the SERP but who are newly hired or promoted to officer after January 1, 2013, may be eligible to participate in the 2013 PG&E Corporation Defined Contribution Executive Supplemental Retirement Plan (DC-ESRP), a non-tax-qualified deferred compensation plan. All NEOs with the exception of Mr. Simon participate in the DC-ESRP. See the table “Non-qualified Deferred Compensation—2025” below and the accompanying narrative for additional DC-ESRP details. At December 31, 2025, Mr. Simon was eligible for early retirement under the Retirement Plan and the SERP. If Mr. Simon had retired on December 31, 2025, his benefit under both plans would have been subject to an early retirement reduction of 3 percent.

  76. Non-Qualified Deferred Compensation – 2025

    Non-Qualified Deferred Compensation – 2025 This table provides information for 2025 for each NEO regarding such individual’s accounts in non-qualified defined contribution plans and other deferred compensation plans as of December 31, 2025. The table presents balances from both the PG&E Corporation Supplemental Retirement Savings Plan for deferrals made prior to January 1, 2005, and the PG&E Corporation 2005 Supplemental Retirement Savings Plan (together, the SRSP Plans) for deferrals made on and after January 1, 2005, and from the PG&E Corporation DC-ESRP. The below descriptions pertain to 2025.

  77. Non-Qualified Deferred Compensation – 2025

    | Name | Plan | Executive Contributions in Last FY($)(1) | Registrant Contributions in Last FY($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distribution ($) | Aggregate Balance at Last FYE($)(4) | | P. K. Poppe | SRSP Plan | — | 70,500 | 136,444 | — | 1,064,881 | | | DC-ESRP | — | 245,216 | 211,496 | — | 1,517,971 | | J. M. Glickman | SRSP Plan | — | 6,715 | 10,687 | — | 72,292 | | | DC-ESRP | — | 97,494 | 88,899 | — | 556,905 | | M. M. Santos | SRSP Plan | — | 48,658 | 24,009 | — | 255,207 | | | DC-ESRP | — | 128,818 | 93,949 | — | 747,936 | | S. Singh | SRSP Plan | — | 29,477 | 18,263 | — | 141,498 | | | DC-ESRP | — | 128,818 | 42,708 | — | 851,608 | | C. J. Burke | SRSP Plan | — | 28,617 | 6,549 | — | 79,138 | | | DC-ESRP | — | 94,532 | 35,285 | — | 283,706 | | S. N. Williams | SRSP Plan | — | 4,519 | 677 | — | 8,732 | | | DC-ESRP | — | 42,135 | 49,268 | — | 306,733 | | J. R. Simon | SRSP Plan | — | 25,454 | 202,605 | — | 2,761,448 | | | DC-ESRP | — | — | — | — | — | | K. H. Awada | SRSP Plan | 160,024 | 16,837 | 15,061 | — | 214,084 | | | DC-ESRP | — | 75,825 | 13,161 | — | 138,643 | | A. T. Vallejo | SRSP Plan | 57,931 | 13,927 | 33,765 | — | 261,567 | | | DC-ESRP | — | 54,057 | 45,035 | — | 290,132 | | A. Waghray | SRSP Plan | 28,022 | 26,585 | 17,029 | — | 165,030 | | | DC-ESRP | — | 91,395 | 58,426 | — | 496,765 |

  78. Non-Qualified Deferred Compensation – 2025

    | (1) Represents contributions made in 2025. | | (2) The amounts shown were earned and reported for 2025 as compensation in the Summary Compensation Table. | | (3) Represents earnings from the SRSP Plans and the DC-ESRP described below. Includes the following amounts that were reported for 2025 as compensation in the Summary Compensation Table: Mr. Simon $1,161 and Mr. Singh $4,317. | | (4) Includes the following amounts that were reported as compensation in the Summary Compensation Table for 2025 and prior years: Ms. Poppe (SRSP Plans) $357,517, Ms. Poppe (DC-ESRP) $1,133,126, Mr. Glickman (SRSP Plans) $47,917, Mr. Glickman (DC-ESRP) $415,324, Ms. Santos (SRSP Plans) $217,985, Ms. Santos (DC-ESRP) $567,582, Mr. Singh (SRSP Plans) $133,370, Mr. Singh (DC-ESRP) $455,366, Ms. Burke (SRSP Plans) $71,167, Ms. Burke (DC-ESRP) $236,649, Ms. Williams (SRSP Plans) $7,040, Ms. Williams (DC-ESRP) $129,011, Mr. Simon (SRSP Plans) $2,139,689, Mr. Awada (SRSP Plans) $38,999, Mr. Awada (DC-ESRP) $123,881, Mr. Vallejo (SRSP Plans) $13,297, Mr. Vallejo (DC-ESRP) $54,507, Mr. Waghray (SRSP Plans) $48,969, and Mr. Waghray (DC-ESRP) $197,295. |

  79. Non-Qualified Deferred Compensation – 2025

    Under the SRSP Plans, officers may defer up to 75 percent of their base salary, and all or part of their STIP payment, and PSU award if settled in cash. PG&E Corporation also will contribute an amount equal to any employer contributions due under the 401(k) plan that were not made due to limitations under Internal Revenue Code Sections 401(m), 401(a)(17), or 415. Under the SRSP Plans, officers may elect deferrals to be distributed in 1 to 10 installments commencing in January of the year following termination of employment. For deferrals made in 2005 and thereafter, distributions may commence seven months after termination of employment or in January of a year specified by the officer. Earlier distributions may be made in the case of an officer’s death. The plan administrator may, in its discretion, permit earlier withdrawals as requested by participants to meet unforeseen emergencies. Under the DC-ESRP, each time salary or STIP is paid, PG&E Corporation credits the participant’s account with an amount equal to 7 percent of the payment. Benefits vest after three years of cumulative service with the companies, and benefits are paid in a single lump sum upon the officer’s separation from service commencing as soon as reasonably practicable, following a date seven months after the separation from service. Officers may also elect deferrals to be distributed in 2 to 10 equal annual installments. Earlier distributions may be made in the case of an officer’s death. Earnings on amounts in participant accounts under the SRSP Plans and the DC-ESRP are calculated based on the performance of the following funds available in the 401(k) plan:

  80. Non-Qualified Deferred Compensation – 2025

    | Fund Name | 2025 Return(%) | | Bond Index Fund | 7.19% | | International Stock Index Fund | 32.64% | | Large Company Stock Index Fund | 17.87% | | Money Market Investment Fund | 4.29% | | Retirement Income Fund | 11.59% | | Small Company Stock Index Fund | 12.64% | | Target Date Fund 2020 | 11.59% | | Target Date Fund 2025 | 13.62% | | Target Date Fund 2030 | 16.15% | | Target Date Fund 2035 | 18.13% | | Target Date Fund 2040 | 19.32% | | Target Date Fund 2045 | 20.25% | | Target Date Fund 2050 | 20.99% | | Target Date Fund 2055 | 21.36% | | Target Date Fund 2060 | 21.37% | | Target Date Fund 2065 | 21.32% | | U.S. Government Bond Index Fund | 6.45% |

  81. Non-Qualified Deferred Compensation – 2025

    Other available measures are the PG&E Corporation Phantom Stock Fund, which mirrors an investment in PG&E Corporation common stock (2025 return of -19.73 percent), and the AA Utility Bond Fund. The AA Utility Bond Fund accrues interest based on the long-term corporate bond yield average for AA utilities reported by Moody’s Investors Service (yields reported during 2025 ranged from 5.43 percent to 5.87 percent). Pre-2005 deferrals under the SRSP Plans are limited to the Large Company Stock Index Fund, the PG&E Corporation Phantom Stock Fund, and the AA Utility Bond Fund. In general, the earnings measures are selected by the officer for the SRSP Plans and independent from such selections in the 401(k) plan, and may be reallocated subject to restrictions imposed by regulations of the SEC. However, deferrals of Special Incentive Stock Ownership Premiums received under the prior Executive Stock Ownership Program before December 31, 2013, may only be invested in the PG&E Corporation Phantom Stock Fund and may not be reallocated.

  82. Potential Payments Upon Resignation, Retirement, Termination, Change in Control, Death, or Disability

    Potential Payments Upon Resignation, Retirement, Termination, Change in Control, Death, or Disability The NEOs are eligible to receive certain benefits upon termination, or when a Change in Control occurs and either (1) the officer’s employment is terminated (including constructive termination by the officer for good reason) in connection with the Change in Control, or (2) the acquiring company does not continue or assume outstanding LTIP awards or substitute the LTIP awards with substantially equivalent awards. The following table estimates potential payments for each NEO as if, effective December 31, 2025, that individual’s employment was terminated or an acquiror did not assume, continue, or grant substitute awards for LTIP awards previously granted by PG&E Corporation. Estimates assume that the value of any stock-based compensation received was $16.07 per share, which was the closing price of PG&E Corporation common stock on December 31, 2025. The table generally excludes (1) payments for services already rendered (such as unpaid and earned salary), which would be due to the NEO even if the individual had remained employed with the companies, (2) post-retirement benefits that would be available to employees generally, and (3) any deferred compensation that was previously earned but would become payable due to the termination (these deferred amounts are reflected in the table entitled “Non-Qualified Deferred Compensation” on page 82). The value of actual cash and equity received on or shortly after December 31, 2025, would be less than the “total” amount listed below because (1) pension benefits are paid over time in the form of a life annuity, and (2) stock awards reflected in the table will be payable only after vesting, which may occur in subsequent years.

  83. Potential Payments Upon Resignation, Retirement, Termination, Change in Control, Death, or Disability

    | Name | Resignation / Retirement ($) | Termination For Cause ($) | Termination Without Cause ($) | Disability ($) | Death ($) | Change in Control ($)(1) | | Patricia K. Poppe | | | | | | | | Value of Accumulated Pension Benefits | 130,271 | 130,271 | 130,271 | 130,271 | 130,271 | 130,271 | | Value of Stock Awards Vesting(2) | - | - | 22,775,919 | 34,549,722 | 34,549,722 | 34,549,722 | | Severance Payment | - | - | 7,000,000 | - | - | 10,500,000 | | Short-Term Incentive Plan Award(3) | - | - | 2,919,000 | 2,919,000 | 2,919,000 | 2,100,000 | | Health Care Insurance | - | - | 45,081 | - | - | 45,081 | | Career Transition | - | - | 19,500 | - | - | 19,500 | | Total | 130,271 | 130,271 | 32,889,770 | 37,598,993 | 37,598,993 | 47,344,574 | | Jason M. Glickman | | | | | | | | Value of Accumulated Pension Benefits | 105,562 | 105,562 | 105,562 | 105,562 | 105,562 | 105,562 | | Value of Stock Awards Vesting(2) | - | - | 3,565,622 | 5,318,310 | 5,318,310 | 5,318,310 | | Severance Payment | - | - | 1,398,323 | - | - | 2,796,646 | | Short-Term Incentive Plan Award(3) | - | - | 828,631 | 828,631 | 828,631 | 599,281 | | Health Care Insurance | - | - | 36,977 | - | - | 36,977 | | Career Transition | - | - | 19,500 | - | - | 19,500 | | Total | 105,562 | 105,562 | 5,954,614 | 6,252,503 | 6,252,503 | 8,876,276 | | Marlene M. Santos | | | | | | | | Value of Accumulated Pension Benefits | 144,249 | 144,249 | 144,249 | 144,249 | 144,249 | 144,249 | | Value of Stock Awards Vesting(2) | - | - | 5,629,432 | 8,396,917 | 8,396,917 | 8,396,917 | | Severance Payment | - | - | 1,847,685 | - | - | 3,695,370 |

  84. Potential Payments Upon Resignation, Retirement, Termination, Change in Control, Death, or Disability

    | Name | Resignation / Retirement ($) | Termination For Cause ($) | Termination Without Cause ($) | Disability ($) | Death ($) | Change in Control ($)(1) | | Short-Term Incentive Plan Award(3) | - | - | 1,210,172 | 1,210,172 | 1,210,172 | 875,219 | | Health Care Insurance | - | - | 45,081 | - | - | 45,081 | | Career Transition | - | - | 19,500 | - | - | 19,500 | | Total | 144,249 | 144,249 | 8,896,119 | 9,751,339 | 9,751,339 | 13,176,336 | | Sumeet Singh | | | | | | | | Value of Accumulated Pension Benefits | 978,332 | 978,332 | 978,332 | 978,332 | 695,425 | 978,332 | | Value of Stock Awards Vesting(2) | - | - | 5,297,464 | 7,901,443 | 7,901,443 | 7,901,443 | | Severance Payment | - | - | 1,847,686 | - | - | 3,695,372 | | Short-Term Incentive Plan Award(3) | - | - | 1,210,173 | 1,210,173 | 1,210,173 | 875,220 | | Health Care Insurance | - | - | 61,516 | - | - | 61,516 | | Career Transition | - | - | 19,500 | - | - | 19,500 | | Total | 978,332 | 978,332 | 9,414,672 | 10,089,948 | 9,807,041 | 13,531,383 | | Carolyn J. Burke | | | | | | | | Value of Accumulated Pension Benefits | 78,611 | 78,611 | 78,611 | 78,611 | 78,611 | 78,611 | | Value of Stock Awards Vesting(2) | - | - | 3,603,688 | 5,406,450 | 5,406,450 | 5,406,450 | | Severance Payment | - | - | 1,355,834 | - | - | 2,711,668 | | Short-Term Incentive Plan Award(3) | - | - | 803,452 | 803,452 | 803,452 | 581,072 | | Health Care Insurance | - | - | 20,543 | - | - | 20,543 | | Career Transition | - | - | 19,500 | - | - | 19,500 | | Total | 78,611 | 78,611 | 5,881,628 | 6,288,513 | 6,288,513 | 8,817,843 | | Stephanie N. Williams | | | | | | | | Value of Accumulated Pension Benefits | 528,894 | 528,894 | 528,894 | 528,894 | 247,885 | 528,894 | | Value of Stock Awards Vesting(2) | - | - | 900,299 | 1,342,823 | 1,342,823 | 1,342,823 | | Severance Payment | - | - | 622,646 | - | - | 622,646 | | Short-Term Incentive Plan Award(3) | - | - | 305,494 | 305,494 | 305,494 | 220,939 | | Health Care Insurance | - | - | 61,516 | - | - | 61,516 | | Career Transition | - | - | 19,500 | - | - | 19,500 | | Total | 528,894 | 528,894 | 2,438,349 | 2,177,210 | 1,896,201 | 2,796,318 | | John R. Simon | | | | | | | | Value of Accumulated Pension Benefits | 7,101,919 | 7,101,919 | 7,101,919 | 7,101,919 | 3,786,854 | 7,101,919 | | Value of Stock Awards Vesting(2) | 3,565,622 | - | 4,152,978 | 6,500,251 | 6,500,251 | 6,500,251 |

  85. Potential Payments Upon Resignation, Retirement, Termination, Change in Control, Death, or Disability

    | Name | Resignation / Retirement ($) | Termination For Cause ($) | Termination Without Cause ($) | Disability ($) | Death ($) | Change in Control ($)(1) | | Severance Payment | - | - | 1,596,381 | - | - | 3,192,762 | | Short-Term Incentive Plan Award(3) | 945,998 | - | 945,998 | 945,998 | 945,998 | 684,163 | | Health Care Insurance | - | - | 45,081 | - | - | 45,081 | | Career Transition | - | - | 19,500 | - | - | 19,500 | | Payment in Lieu of Post-Retirements Life Insurance | 396,321 | 396,321 | 396,321 | - | - | 396,321 | | Total | 12,009,860 | 7,498,240 | 14,258,178 | 14,548,168 | 11,233,103 | 17,939,998 | | Alejandro T. Vallejo | | | | | | | | Value of Accumulated Pension Benefits | 703,956 | 703,956 | 703,956 | 703,956 | 357,915 | 703,956 | | Value of Stock Awards Vesting(2) | - | - | 875,161 | 1,533,510 | 1,533,510 | 1,533,510 | | Severance Payment | - | - | 833,250 | - | - | 1,666,500 | | Short-Term Incentive Plan Award(3) | - | - | 411,531 | 411,531 | 411,531 | 328,250 | | Health Care Insurance | - | - | 61,516 | - | - | 61,516 | | Career Transition | - | - | 19,500 | - | - | 19,500 | | Total | 703,956 | 703,956 | 2,904,915 | 2,648,997 | 2,302,956 | 4,313,232 | | Ajay Waghray | | | | | | | | Value of Accumulated Pension Benefits | 154,797 | 154,797 | 154,797 | 154,797 | 154,797 | 154,797 | | Value of Stock Awards Vesting(2) | 2,369,494 | - | 2,369,494 | 3,534,555 | 3,534,555 | 3,534,555 | | Severance Payment | - | - | 1,310,978 | - | - | 2,621,956 | | Short-Term Incentive Plan Award(3) | 776,871 | - | 776,871 | 776,871 | 776,871 | 561,848 | | Health Care Insurance | - | - | 45,081 | - | - | 45,081 | | Career Transition | - | - | 19,500 | - | - | 19,500 | | Total | 3,301,162 | 154,797 | 4,676,721 | 4,466,223 | 4,466,223 | 6,937,737 |

  86. Potential Payments Upon Resignation, Retirement, Termination, Change in Control, Death, or Disability

    (1) Payments made in connection with a Change in Control may require shareholder approval, pursuant to the PG&E Corporation Golden Parachute Restriction Policy, discussed below. If excise taxes are levied in connection with Internal Revenue Code Section 4999, the aggregate benefits shown may be reduced to a level that does not trigger the excise tax, but only if doing so would be more beneficial to the officer on an after-tax basis. (2) Reflects the value of outstanding equity awards for which vesting is continued or accelerated due to the termination event. Unearned PSUs granted in 2024 and 2025 are included assuming a target payout (100 percent). (3) Assumes 2025 STIP performance scores as determined by the Boards of PG&E Corporation and the Utility and the People and Compensation Committee as disclosed in the CD&A. The following describes post-service payment arrangements effective as of December 31, 2025, and does not address changes that will apply after January 1, 2026.

  87. Pension Benefits in General

    Pension Benefits in General If any NEO is terminated for any reason, that officer generally is entitled to receive accrued and vested pension benefits, as described in the narrative accompanying the “Pension Benefits” table on page 80. The value of the pension benefit will be paid out over time in the form of an annuity, consistent with payment elections made by the NEO. The qualified plan trust is funded by contributions from both PG&E Corporation and the Utility. Payments from the non-qualified plan are paid by PG&E Corporation and are reduced by any benefit payable from the qualified plan. The value of pension benefits reported in the table above is identical in all termination scenarios, except if an NEO’s employment is terminated due to that officer’s death. In that case, if (1) the officer was at least 55 years of age, or (2) the combined total of his or her age and the number of years worked exceeded 70, then the officer’s surviving spouse or beneficiary would be entitled to an immediate commencement of payment of 50 percent of the single-life pension benefit that would otherwise have been available to the officer at age 65. For all other officers, the value of this pre-retirement survivor’s benefit would be 50 percent of the single life pension benefit that would otherwise have been available to the officer at age 55, and the benefit would commence on the first of the month after the day that officer would have reached age 55.

  88. Potential Payments – Resignation/Retirement

    Potential Payments – Resignation/Retirement

  89. Potential Payments – Termination for Cause

    Potential Payments – Termination for Cause If an officer is terminated for cause, all outstanding PSUs and unvested RSUs are cancelled, stock options are forfeited, no severance payment is available, and the officer is not eligible to receive a STIP payment for that year. As provided in the Officer Severance Policy, in general, an officer is terminated “for cause” if the employer determines in good faith that the officer has engaged in, committed, or is responsible for: •Serious misconduct, gross negligence, theft, or fraud against PG&E Corporation and/or the officer’s employer, •Refusal or unwillingness to perform his or her duties, •Inappropriate conduct in violation of the Corporation’s equal employment opportunity policy, •Conduct that reflects adversely upon, or making any remarks disparaging of, the Corporation, its Board, officers, or employees, or its affiliates or subsidiaries, •Insubordination, •Any willful act that is likely to injure the reputation, business, or business relationship of the Corporation or its subsidiaries or affiliates, or •Violation of any fiduciary duty, or breach of any duty of loyalty. Ms. Poppe’s November 13, 2020 offer letter, as amended from time to time (“Ms. Poppe’s Offer Letter”), provides that “cause” for purposes of defining eligibility for severance payments has the definition used for determining “constructive termination” in connection with a Change in Control (see discussion under “Potential Payments-Severance In Connection with a Change in Control”). With respect to vesting of LTIP awards, “cause” generally is determined in the sole discretion of PG&E Corporation, and typically includes dishonesty, a criminal offense, or violation of a work rule.

  90. Potential Payments – Termination Without Cause

    Potential Payments – Termination Without Cause

  91. Potential Payments – Severance in Connection with Change in Control

    Potential Payments – Severance in Connection with Change in Control Benefits in connection with a Change in Control require a “double trigger” and are not payable based on a Change in Control event alone. Benefits in connection with a Change in Control are provided by the Officer Severance Policy, the LTIP, and related LTIP award agreements and guidelines. Benefits may be limited by the PG&E Corporation Golden Parachute Restriction Policy, which is discussed further below.

  92. Potential Payments – Termination Due to Death or Disability

    Potential Payments – Termination Due to Death or Disability

  93. Principal Executive Officers’ (PEO) Pay Ratio – 2025

    Principal Executive Officers’ (PEO) Pay Ratio – 2025 The PG&E Corporation PEO’s 2025 total compensation was $19,812,481. The total compensation of the median employee was $198,261. The ratio of PEO pay to median worker pay for PG&E Corporation was 100:1. The Utility PEOs’ 2025 total compensation was $4,422,337. The total compensation of the median employee was $198,261. The ratio of PEO pay to median worker pay for the Utility was 22:1. The companies identified the same individual as the “median employee” on December 31, 2025 for purposes of disclosures in the 2025 Joint Proxy Statement as was identified on December 31, 2024 for the 2024 Joint Proxy Statement, given that since December 31, 2024 there have been no changes to either company’s employee population or employee compensation arrangements that would result in significant changes to the pay ratio disclosure. Medicare wages from tax records were utilized to identify the “median employee” on December 31, 2024. At that time, of the companies’ total of approximately 28,000 employees, an insignificant number (10) were employed by PG&E Corporation, so the same employee was used as the “median employee” for both PG&E Corporation and the Utility. After identifying the median employee, all the elements of compensation, including cash compensation and change in pension value, for 2025 were combined in accordance with the requirements of Item 402(c)(2)(x) of SEC Regulation S-K. As of December 31, 2025, Ms. Poppe was PEO of PG&E Corporation. As of December 31, 2025, Mr. Glickman, Ms. Santos, and Mr. Singh were PEOs of the Utility. The calculated Utility PEO total compensation is an average of the annual total compensation amounts for the three PEOs as of December 31, 2025. Mr. Glickman, Ms. Santos, and Mr. Singh served as PEO of the Utility for the entirety of 2025. Their compensation is reflected in the Summary Compensation Table. These ratios are reasonable estimates calculated in a manner consistent with Item 402(u) of Regulation S-K.

  94. 2025 Pay Versus Performance Tables and Supporting Narrative

    2025 Pay Versus Performance Tables and Supporting Narrative The following tables and supporting narrative contain information regarding Compensation Actually Paid (CAP) to our NEOs and the relationship to company performance.

  95. Pay Versus Performance Tables (PVP)

    Pay Versus Performance Tables (PVP)

  96. Pay Versus Performance Tables (PVP)

    | PG&E Corporation PEOs/NEOs (1) | | | | | | | | | | | | Year | SCT Total for PEO #1 ($) | CAP to PEO #1 ($) | SCT Total for PEO #2 ($) | CAP to PEO #2 ($) | ASCT Total for Non-PEO NEOs ($) | ACAP to Non-PEO NEOs ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($mm) | Non-GAAP Core EPS ($)(3) | | | | | | | | | TSR ($) | Peer Group TSR ($)(2) | | | | (a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 19,812,481 | 7,193,982 | Not an NEO | Not an NEO | 4,127,493 | 1,689,180 | 130 | 145 | 2,593 | 1.50 | | 2024 | 15,823,939 | 21,556,432 | Not an NEO | Not an NEO | 4,707,164 | 5,191,697 | 163 | 129 | 2,475 | 1.36 | | 2023 | 16,994,840 | 22,616,942 | Not an NEO | Not an NEO | 3,881,976 | 2,111,037 | 145 | 112 | 2,242 | 1.23 | | 2022 | 14,119,861 | 27,957,027 | Not an NEO | Not an NEO | 3,249,730 | 5,861,192 | 130 | 119 | 1,800 | 1.10 | | 2021 | 51,235,000 | 55,442,358 | 361,605 | 159,676 | 3,087,062 | 2,871,276 | 97 | 117 | (102) | 1.00 |

  97. Pay Versus Performance Tables (PVP)

    | Utility PEOs/NEOs(1) | | | | | | | | | | | | | | | | Year | SCT Total for PEO #1 ($) | CAP to PEO #1 ($) | SCT Total for PEO #2 ($) | CAP to PEO #2 ($) | SCT Total for PEO #3 ($) | CAP to PEO #3 ($) | SCT Total for PEO #4 ($) | CAP to PEO #4 ($) | ASCT Total for Non-PEO NEOs ($) | ACAP to Non-PEO NEOs ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($mm) | Non-GAAP Core EPS ($)(3) | | | | | | | | | | | | | TSR ($) | Peer Group TSR ($)(2) | | | | (a) | (b) | (c) | (b) | (c) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 4,967,673 | 2,108,164 | 3,433,318 | 1,371,571 | 4,866,019 | 1,512,668 | Not an NEO | Not an NEO | 2,021,807 | 283,668 | 130 | 145 | 2,593 | 1.50 | | 2024 | 4,691,181 | 6,022,186 | 3,309,513 | 4,353,133 | 5,229,955 | 6,608,250 | Not an NEO | Not an NEO | 2,997,875 | 3,453,143 | 163 | 129 | 2,475 | 1.36 | | 2023 | 5,340,021 | 6,388,002 | 3,748,529 | 4,882,561 | 5,397,418 | 6,990,446 | 296,755 | (7,485,884) | 1,263,826 | (517,761) | 145 | 112 | 2,242 | 1.23 | | 2022 | Not an NEO | Not an NEO | 3,319,458 | 4,773,078 | 4,788,022 | 7,257,976 | 4,709,106 | 7,132,385 | 2,334,877 | 3,595,303 | 130 | 119 | 1,800 | 1.10 | | 2021 | 1,619,095 | 1,630,236 | 3,074,861 | 3,147,964 | 7,484,086 | 7,525,239 | 6,508,160 | 6,875,783 | 1,503,306 | 1,434,284 | 97 | 117 | (102) | 1.00 |

  98. Pay Versus Performance Tables (PVP)

    | Legend | | | | | | | | | | 1) SCT | – | Summary Compensation Table | 3) CAP | – | Compensation Actually Paid | 5) TSR | – | Total Shareholder Return | | 2) ASCT | – | Average Summary Compensation Table | 4) ACAP | – | Average Compensation Actually Paid | 6) EPS | – | Earnings Per Share |

  99. Pay Versus Performance Tables (PVP)

    (1) The individuals listed below are included as indicated in the tables above as PEOs and non-PEO NEOs. NEOs that have served as both a Utility PEO and as a Corporation non-PEO NEO in the same year, are included only once as a PEO in the Utility table and do not appear in the PG&E Corporation table.

  100. Pay Versus Performance Tables (PVP)

    | Year | Corporation PEOs | Utility PEOs | Corporation Non-PEO NEOs | Utility Non-PEO NEOs | | 2025 | 1. Patricia K. Poppe | 1. Sumeet Singh | Carolyn J. Burke | Stephanie N. Williams | | | | 2. Jason M. Glickman | John R. Simon | Kaled H. Awada | | | | 3. Marlene M. Santos | | Ajay Waghray | | | | | | Alejandro T. Vallejo | | 2024 | 1. Patricia K. Poppe | 1. Sumeet Singh | Carolyn J. Burke | Stephanie N. Williams | | | | 2. Jason M. Glickman | John R. Simon | Kaled H. Awada | | | | 3. Marlene M. Santos | | Ajay Waghray | | 2023 | 1. Patricia K. Poppe | 1. Sumeet Singh | Carolyn J. Burke | Stephanie N. Williams | | | | 2. Jason M. Glickman | John R. Simon | David S. Thomason | | | | 3. Marlene M. Santos | Christopher A. Foster | Julius Cox | | | | 4. Adam L. Wright | | | | 2022 | 1. Patricia K. Poppe | 2. Jason M. Glickman | Christopher A. Foster | David S. Thomason | | | | 3. Marlene M. Santos | John R. Simon | Sumeet Singh | | | | 4. Adam L. Wright | | Julius Cox | | 2021 | 1. Patricia K. Poppe | 1. Sumeet Singh | Christopher A. Foster | David S. Thomason | | | 2. William L. Smith | 2. Jason M. Glickman | John R. Simon | James M. Welsch | | | | 3. Marlene M. Santos | | | | | | 4. Adam L. Wright | | |

  101. Pay Versus Performance Tables (PVP)

    (2) Dow Jones Utility Index is used to determine the peer group for TSR purposes in the PVP and is used for purposes of the performance graph in PG&E Corporation’s and the Utility’s Joint Annual Report. (3) Non-GAAP core EPS is identified as our company-selected measure and included in column (i) of both tables. Details of the reconciliation to our audited financial statements can be found in Exhibit A of the Proxy for each respective year. Non-GAAP core EPS for the full year 2021 was $1.00 per share on a fully diluted basis and $1.08 using a basic share count. The impact of dilution was $(0.08) per share.

  102. Pay Versus Performance Tables (PVP)

    | | | | Deductions from SCT Total Pay | | Additions to SCT Total Pay | | | | PEO | Year | SCT Total ($) | Amounts Reported in the Summary Compensation Table for Stock Awards ($) | Amounts Reported in the Summary Compensation Table for Pension Value ($) | Fair Value of Equity Awards Calculated in Accordance with Compensation Actually Paid Requirements ($)(a) | Value of Service Cost and Prior Service Cost under the Pension Plans ($) | CAP ($) | | P. K. Poppe | 2025 | 19,812,481 | 11,155,472 | 27,348 | (1,459,104) | 23,426 | 7,193,982 | | S. Singh | 2025 | 4,967,673 | 2,441,458 | 170,087 | (292,676) | 44,712 | 2,108,164 | | J. M. Glickman | 2025 | 3,433,318 | 1,643,292 | 24,190 | (412,977) | 18,712 | 1,371,571 | | M. M. Santos | 2025 | 4,866,019 | 2,441,458 | 36,671 | (895,286) | 20,063 | 1,512,668 | | Average for non-PEO Corporation NEOs | 2025 | 4,127,493 | 1,666,765 | 641,005 | (276,216) | 145,674 | 1,689,180 | | Average for non-PEO Utility NEOs | 2025 | 2,021,807 | 926,653 | 59,738 | (777,984) | 26,236 | 283,668 |

  103. Pay Versus Performance Tables (PVP)

    (a) The following elements comprise the equity fair values included in CAP.

  104. Pay Versus Performance Tables (PVP)

    | PEO | Year | Addition of fair value at fiscal year (FY) end, of equity awards granted during the FY that remained outstanding ($) | Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding ($) | Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during FY ($) | Addition of fair value at vesting date, of equity awards granted during the FY that vested during the FY ($) | Deduction of the fair value at the prior FY end for awards granted in prior FY that failed to meet their vesting conditions ($) | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Adjustments Reflected in CAP ($) | | P. K. Poppe | 2025 | 10,811,906 | (8,684,578) | (3,648,185) | — | — | 61,753 | (1,459,104) | | S. Singh | 2025 | 2,366,266 | (1,998,270) | (672,048) | — | — | 11,376 | (292,676) | | J. M. Glickman | 2025 | 1,592,682 | (1,344,987) | (672,048) | — | — | 11,376 | (412,977) | | M. M. Santos | 2025 | 2,366,266 | (2,279,982) | (998,470) | — | — | 16,901 | (895,286) | | Average for non-PEO Corporation NEOs | 2025 | 1,615,432 | (1,506,472) | (391,763) | — | — | 6,587 | (276,216) | | Average for non-PEO Utility NEOs | 2025 | 501,882 | (414,235) | (185,277) | — | (682,988) | 2,633 | (777,984) |

  105. Compensation Actually Paid Versus Company Performance

    Compensation Actually Paid Versus Company Performance The following charts provide a clear, visual comparison, for each of 2025, 2024, 2023, 2022, and 2021, between SCT paid to our PEOs, CAP to our PEOs, the average SCT paid to our non-PEO NEOs, and CAP to our non-PEO NEOs, to PG&E’s TSR and the peer group’s TSR for each of those years. In addition, the charts illustrate how PG&E’s TSR compares to our PVP peer group’s TSR. TSR is used as a performance measure in our LTIP program, applicable to PSUs, but the peer group of companies against which LTIP TSR performance is compared and the calculation for determining the LTIP TSR performance score are different than what is shown in the above charts. Additionally, TSR has a 35% weighting in our LTIP and, accordingly, it has limited impact on the CAP. However, as LTIP awards make up a large portion of total compensation, it is a factor that impacts the value of outstanding and vested awards and thereby the CAP. Our company-selected measure is non-GAAP core EPS, which accounts for 20% of the outcome under our STIP. Given the relatively small weight of this measure in our incentive framework, non-GAAP core EPS has a very limited relationship with CAP. We do not use GAAP net income in our incentive plans, although it is a component of non-GAAP core EPS. Accordingly, net income, like non-GAAP core EPS, has a very limited relationship with CAP. While financial measures are not heavily weighted, PG&E emphasizes many quantifiable non-financial performance measures in our incentive plans, based on operational customer and safety metrics. Details of these can be found in the Compensation Discussion & Analysis.