DEF 14A of Edison International, Mar 13, 2026

DEF 14A of Edison International

Filed Mar 13, 2026 · FY20250001104659-26-027655

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees The Board, acting on the recommendation of the Nominating and Governance Committee, has nominated 11 persons for election to the Board. All nominees are current directors of the Company.

  2. Our Director Nominees

    | | Jeanne Beliveau-Dunn | | Michael C. Camuñez | | Jennifer M. Granholm | | | Independent | | Independent | | Independent | | | Age: 66 | | Age: 57 | | Age: 67 | | | Director Since: 2019 | | Director Since: 2017 | | Director Since: 2025 | | | Board Committees: NGC | SOC | | Board Committees: NGC | SOC | | Board Committees: AFC | NGC | | Industry Experience: Technology | | Industry Experience: Law/Government | | Industry Experience: Law/Government | | | Other Public Boards: 1 | | Other Public Boards: 1* | | Other Public Boards: 0 | | | Mandatory Retirement: 2035 | | Mandatory Retirement: 2037 | | Mandatory Retirement: 2034 | | | | James T. Morris | | Timothy T. O’Toole | | Pedro J. Pizarro | | | Independent | | Independent | | CEO | | | Age: 66 | | Age: 70 | | Age: 60 | | | Director Since: 2016 | | Director Since: 2017 | | Director Since: 2016 | | | Board Committees: | | Board Committees: | | Board Committees: | | | AFC(1)(2) | CEPC | PC | | AFC(2) | SOC(1) | | PC(1) | | Industry Experience: Insurance | | Industry Experience: Transportation | | Industry Experience: Electric Utilities | | | Other Public Boards: 1 | | Other Public Boards: 0 | | Other Public Boards: 1 | | | Mandatory Retirement: 2035 | | Mandatory Retirement: 2031 | | Mandatory Retirement: N/A | | | | Marcy L. Reed | | Carey A. Smith | | Linda G. Stuntz | | | Independent | | Independent | | Independent | | | Age: 63 | | Age: 62 | | Age: 71 | | | Director Since: 2022 | | Director Since: 2019 | | Director Since: 2014 | | | Board Committees: | | Board Committees: | | Board Committees: | | | AFC(2) | NGC | | CEPC(1) | SOC | | CEPC | NGC(1) | | Industry Experience: Electric/Gas Utilities Other Public Boards: 1 | | Industry Experience: Technology/Engineering Other Public Boards: 1 | | Industry Experience: Law/Utility Regulation Other Public Boards: 0 | | | Mandatory Retirement: 2038 | | Mandatory Retirement: 2039 | | Mandatory Retirement: 2030 | | | | Peter Taylor | | Keith Trent | Board Committees | | | | Independent | | Independent | AFC CEPC NGC SOC (1) (2) | Audit and Finance Committee Compensation and Executive Personnel Committee Nominating and Governance Committee Safety and Operations Committee Committee Chair Financial Expert | | | Age: 67 | | Age: 66 | | | | | Director Since: 2011 | | Director Since: 2018 | | | | | Board Committees: | | Board Committees: | | | | | AFC(2) | CEPC | | CEPC | SOC | | | | Industry Experience: Finance | | Industry Experience: Electric Utilities | | | | | Other Public Boards: 1* | | Other Public Boards: 1 | | | | | Mandatory Retirement: 2031 | | Mandatory Retirement: 2035 | | | |

  3. Our Director Nominees

    | * Includes the board of a fund complex registered as an investment company under Securities and Exchange Commission (“SEC”) rules |

  4. Our Director Nominees

    | 4 2026 Proxy Statement | www.edison.com |

  5. Director Skills Matrix

    Director Skills Matrix The Board believes our director nominees have the appropriate mix of experience, skills and attributes to effectively oversee our operations, risks and long-term strategy. All of our director nominees have strong leadership experience, a reputation for integrity, honesty and adherence to high ethical standards, and have demonstrated business acumen, experience and ability to exercise sound judgment as a director of the Company. The matrix below identifies specific areas of experience, skills and attributes important to the Company and reflected on the Board and each director nominee who brings these to the Company.

  6. Director Skills Matrix

    | | | | | | o | | | | | | | | | | BELIVEAU-DUNN | CAMUÑEZ | GRANHOLM | MORRIS | | O'TOOLE | PIZARRO | REED | SMITH | STUNTZ | TAYLOR | TRENT | | CORE SKILLS | | | | | | | | | | | | | | Leadership | | | | | | | | | | | | | | Risk Management | | | | | | | | | | | | | | Strategic Planning | | | | | | | | | | | | | | Regulatory | | | | | | | | | | | | | | Workforce/Talent Management | | | | | | | | | | | | | | INDIVIDUAL SKILLS | | | | | | | | | | | | | | Safety | | | | | | | | | | | | | | Operations | | | | | | | | | | | | | | Capital Markets | | | | | | | | | | | | | | Utility Industry | | | | | | | | | | | | | | Legal/Public Policy | | | | | | | | | | | | | | Cybersecurity | | | | | | | | | | | | | | Technology & Innovation | | | | | | | | | | | | | | Financial Expertise* | | | | | | | | | | | | | | Environmental & Sustainability | | | | | | | | | | | | | | Engineering & Science | | | | | | | | | | | | | | Corporate Governance | | | | | | | | | | | | | | Public Company CEO | | | | | | | | | | | | | | SCE/CA Utility Customer | | | | | | | | | | | | | | INDIVIDUAL ATTRIBUTES | | | | | | | | | | | | | | Independent | | | | | | | | | | | | | | Tenure (Years) | 7 | 9 | 1 | 10 | | 9 | 10 | 4 | 7 | 12 | 15 | 8 | | Age | 66 | 57 | 67 | 66 | | 70 | 60 | 63 | 62 | 71 | 67 | 66 | | Representation | Female White | Male Hispanic LGBTQ | Female White | Male White | | Male White | Male Hispanic | Female White | Female White | Female White | Male Black | Male White |

  7. Director Skills Matrix

    | * Meets the criteria for an “audit committee financial expert” under SEC rules. |

  8. Director Skills Matrix

    | www.edison.com | 2026 Proxy Statement 5 |

  9. Board Characteristics

    Board Characteristics Our director nominees are diverse in representation, with gender parity among independent directors, and have skills, experiences and tenures to bring a variety of perspectives to strategic, financial and operational deliberations.

  10. Board Characteristics

    | INDEPENDENCE | REPRESENTATION | AGE | TENURE | | | | | |

  11. Director Biographies

    Director Biographies The biographies below describe each director nominee’s business and public company board experience for at least the past five years, the reason the Board determined that each nominee should serve as a director, and other relevant information such as age and Board committee service. The age provided for each nominee is as of March 13, 2026.

  12. Director Biographies

    | JEANNE BELIVEAU-DUNN | REASON FOR NOMINATION | PROFESSIONAL HIGHLIGHTS | | | Ms. Beliveau-Dunn has more than 30 years of experience as a technology executive and a transformational leader in building and managing large scale infrastructure in AI, cybersecurity, cloud, networking, services and operations, personnel management, and human capital development. During her career, she built effective infrastructure, digital and security solutions, including strategies for Internet of Things (“IoT”) in smart cities and industrial and energy markets. Her experience managing a large workforce, building infrastructure and services, network operations and security teams, and automating process through AI and other technologies is valuable to the Board’s and Safety and Operations Committee’s oversight of technology investments and cyber threats facing the Company. She is also experienced in sustainability matters, compensation, financial review, acquisitions, and risk and resiliency management. As a California resident, Ms. Beliveau-Dunn also provides the perspective of a utility customer impacted by California’s wildfires and regulatory environment. | ● CEO and President, Claridad LLC, a technology company focused on security, AI and IoT (2018-present) ● Strategic Advisor, KETOS, a digital water intelligence company (2025-present) ● Held a variety of senior executive positions during 22-year career at Cisco Systems, a leader in cybersecurity, communications and AI technologies (1996-2018), including Vice President and General Manager services and products, head of operations and strategy for services and software, Founder/leader of its internet business solutions group; built and operated centers of excellence and created learning and knowledge practices for millions of users, and innovation practices for scale ● President, IoT Talent Consortium, a membership-driven, non-profit organization (2016-2018) ● Fellow, National Association of Corporate Directors; NACD Director 100 award | | AGE: 66 | | | | DIRECTOR SINCE: 2019 | | | | BOARD COMMITTEES: | | | | Nominating and Governance Safety and Operations | | | | EDUCATION: | OTHER BOARD SERVICE | | | B.S., University of Massachusetts Executive M.B.A., Massachusetts Institute of Technology (“MIT”) | ● Director, Columbus McKinnon (2020-present); human capital, compensation and succession committee chair ● Director and Chair, Crewdle AI (2022-present) | ● Director, Sykes Enterprises (2021) ● Director, Xylem, Inc. (2017-2025) |

  13. Director Biographies

    | 6 2026 Proxy Statement | www.edison.com |

  14. Director Biographies

    | MICHAEL C. CAMUÑEZ | REASON FOR NOMINATION | PROFESSIONAL HIGHLIGHTS | | | Mr. Camuñez brings a broad government, legal, public policy and public affairs background relevant to the Company’s business and strategy. He has extensive experience advising boards and companies in regulated industries on corporate strategy, compliance, safety and operational risks, government relations and business development. A nationally recognized Latino civic and business leader in California, Mr. Camuñez is deeply connected to the diverse communities served by SCE. His service on the California Resources Agency’s Pathways to 30x30 Advisory Committee and philanthropic work with organizations like the Packard Foundation have enabled him to focus on strategies related to climate change and conservation in California and globally, which complement the Company’s strategic mission. As a California resident, Mr. Camuñez also provides the perspective of a utility customer impacted by California’s wildfires and regulatory environment. | ● President and CEO, Monarch Global Strategies, a binational strategic consulting firm companies with market and political intelligence, strategic advice, manufacturing and supply chain support in emerging economies, with an emphasis on Mexico (2013-present) ● U.S. Assistant Secretary of Commerce, International Trade Administration of the U.S. Department of Commerce (2010-2013) ● Special Counsel to the President and Special Assistant to the President (2009-2010); managed senior appointments to President Obama's cabinet ● Former Partner of O'Melveny & Myers LLP and Manatt, Phelps & Phillips LLP in Southern California ● Member, California Natural Resources Agency's Pathways to 30x30 Advisory Committee convened to help inform the state's strategies to conserve 30% of California's land and coastal waters by 2030 (2021-2022) | | AGE: 57 | | | | DIRECTOR SINCE: 2017 | | | | BOARD COMMITTEES: | | | | Nominating and Governance Safety and Operations | | | | EDUCATION: | OTHER BOARD SERVICE | | | B.A., Harvard University J.D., Stanford Law School | ● Director of 16 mutual or exchange traded funds in the American Funds family advised by the Capital Group (2019-present) ● Trustee, Stanford University (2019-present); audit, compliance and risk committee chair ● Trustee, The David and Lucile Packard Foundation (2018-present) | ● Director, Amplify Education, Inc. (2020-present); executive compensation committee chair ● Independent Director and Board Chair, PRISM: LGBTQ Association of Corporate Directors (2026-present) |

  15. Director Biographies

    | www.edison.com | 2026 Proxy Statement 7 |

  16. Director Biographies

    | JENNIFER M. GRANHOLM | REASON FOR NOMINATION | PROFESSIONAL HIGHLIGHTS | | | Ms. Granholm brings extensive experience advancing clean energy solutions and deploying zero-carbon technologies from her prior service as U.S. Secretary of Energy and Governor of Michigan. As Secretary of Energy, she led a workforce of approximately 110,000 employees and oversaw $200 billion of U.S. investments into companies and projects to accelerate the clean energy transition. She also brings a strong background in cybersecurity and protection of the power grid and electric utilities. Under her leadership, the Department of Energy invested heavily in cybersecurity tools and technologies to strengthen the resilience of U.S. energy infrastructure. In her two terms as Governor, Ms. Granholm spearheaded Michigan’s economic recovery after the Great Recession by diversifying the state’s economy to focus on clean energy and revitalizing the auto industry to build electric vehicles. Ms. Granholm also brings the perspective of a California resident and utility customer in light of California’s carbon neutrality goals and regulatory environment. | ● President and CEO, Granholm Energy, LLC, a clean energy advisory firm (2025-present) ● U.S. Secretary of Energy, Department of Energy (2021-January 2025); restructured the DOE to focus on research and development of cutting-edge clean energy technologies to help achieve federal net-zero goals ● Distinguished Professor of Practice at the Goldman School of Public Policy, School of Law, at University of California, Berkeley (2011-2021); focused on the intersection of law, clean energy, manufacturing, policy, and industry ● Held a variety of government and legal positions during 22-year career with the State of Michigan, including Governor (2003-2011) and Attorney General (1999-2003) | | AGE: 67 | | | | DIRECTOR SINCE: 2025 | | | | BOARD COMMITTEES: | | | | Audit and Finance Nominating and Governance | | | | EDUCATION: | OTHER BOARD SERVICE | | | B.A., University of California, Berkeley J.D., Harvard University | ● Previously served as a director of Dow Chemical, Talmer Bank, Proterra, Techtonic and Fincantieri Marinette Marine | |

  17. Director Biographies

    | 8 2026 Proxy Statement | www.edison.com |

  18. Director Biographies

    | JAMES T. MORRIS | REASON FOR NOMINATION | PROFESSIONAL HIGHLIGHTS | | | Mr. Morris has significant business and chief executive leadership experience in a highly regulated industry and provides expertise on insurance issues that impact the Company. He brings strategic planning, risk management, workforce management and financial analysis experience from 40 years of service at Pacific Life, which is particularly valuable to our Audit and Finance and Compensation and Executive Personnel Committees. Mr. Morris also provides the perspective of a Southern California resident impacted by California’s wildfires and regulatory environment, and an executive of a Fortune 500 business headquartered and doing business in the local markets served by SCE. | ● Chairman, President and CEO, Pacific Life Insurance Company (2007-2022) ● Held a variety of management positions during 40-year career at Pacific Life, including Chief Operating Officer, Executive Vice President and Chief Insurance Officer, and Senior Vice President, Individual Insurance | | AGE: 66 | | | | DIRECTOR SINCE: 2016 | | | | BOARD COMMITTEES: | | | | Audit and Finance (Chair) Compensation and Executive Personnel Pricing | | | | EDUCATION: | OTHER BOARD SERVICE | | | B.A., University of California, Los Angeles | ● Director, Lincoln National Corporation (2025-present) ● Chairman and a trustee of the Pacific Select Fund and the Pacific Funds Series Trust, which are part of the Pacific Life Mutual Fund Complex (2007-2022) | ● Director, Pacific Mutual Holding Company (2007-2023) ● Director and chair of the American Council of Life Insurers, the nation’s principal life insurance company trade association (2012-2013) |

  19. Director Biographies

    | TIMOTHY T. O’TOOLE | REASON FOR NOMINATION | PROFESSIONAL HIGHLIGHTS | | | Mr. O’Toole provides public company chief executive leadership experience in a regulated, capital-intensive industry. His operational experience in safety, risk management and crisis management are particularly relevant to the oversight of our business and strategy and his leadership role as Chair of the Safety and Operations Committee. Mr. O’Toole brings extensive safety expertise through his work experience and as a former director of the National Safety Council, and has been recognized as a safety leader in both the United States and internationally. He has decades of direct management experience of a large workforce in industries where worker and public safety is a paramount concern. | ● CEO, First Group plc, a transportation company that provides rail and bus services in the United Kingdom and North America (2010-2018) ● Managing Director, London Underground (2003-2009); led the response to the 2005 terrorist bombing attacks for which he was awarded the honor of a Commander of the Most Excellent Order of the British Empire (CBE) from Queen Elizabeth II ● Served in various senior management roles during 20-year career at Consolidated Rail Corporation, including as President and CEO | | AGE: 70 | | | | DIRECTOR SINCE: 2017 | | | | BOARD COMMITTEES: | | | | Audit and Finance Safety and Operations (Chair) | | | | EDUCATION: | OTHER BOARD SERVICE | | | B.A., LaSalle University J.D., University of Pittsburgh School of Law | ● Director, First Group plc (2009-2018) and CSX Corporation (2008-2017) | ● Director, National Safety Council (2017-2023) |

  20. Director Biographies

    | www.edison.com | 2026 Proxy Statement 9 |

  21. Director Biographies

    | PEDRO J. PIZARRO | REASON FOR NOMINATION | PROFESSIONAL HIGHLIGHTS | | | Mr. Pizarro provides in-depth knowledge of the Company’s business, experienced industry leadership, safety and operations, workforce management, cybersecurity and technology, business resiliency and strategic planning experience and background. His leadership and experience dealing with difficult challenges at EIX, SCE and Edison Mission Energy (“EME”) add value to the Board. Mr. Pizarro also brings the experience and perspective of a director of several industry-related associations. | ● President and CEO, EIX (2016-present) ● President, SCE (2014-2016) ● President, EME, an indirect subsidiary of EIX until the sale of its principal assets in 2014 (2011-2014) ● Held a variety of management positions during 26-year career at EIX, SCE and EME, including Executive Vice President responsible for SCE's transmission and distribution system, power procurement and generation, Vice President and Senior Vice President of Power Procurement, and Vice President of Strategy and Business Development ● Senior Engagement Manager at McKinsey & Company prior to joining the Company | | AGE: 60 | | | | DIRECTOR SINCE: 2016 | | | | BOARD COMMITTEES: | | | | Pricing (Chair) | | | | EDUCATION: | OTHER BOARD SERVICE | | | A.B., Harvard University Ph.D., California Institute of Technology | ● Director, 3M Company (2023-present); science, technology and sustainability committee chair ● Director, Edison Electric Institute (2016-present; chair 2023-2024) ● Member, Electricity Subsector Coordinating Council (2016-present; co-chair 2023-2025); coordinates with U.S. government and electric power sector to prepare for, and respond to, national-level disasters or threats to critical infrastructure | ● Director, Edison Foundation (2022-present) ● Trustee, California Institute of Technology (2009-2014; 2018-2025) ● Advisory Board, U.S. Secretary of Energy (2019-2021) |

  22. Director Biographies

    | MARCY L. REED | REASON FOR NOMINATION | PROFESSIONAL HIGHLIGHTS | | | Ms. Reed brings extensive utility operations, safety, energy policy and sustainability experience from her leadership at National Grid, where she was responsible for ensuring safe and reliable electricity and gas distribution services were provided to over six million people throughout Massachusetts. She also directed strategic energy policy development at National Grid supporting broad energy network investment and climate change mitigation initiatives, which is particularly relevant to our strategy and operations in California’s regulatory environment. Ms. Reed also provides financial expertise as a Certified Public Accountant with experience in public accounting and corporate finance. This experience provides additional value to our Audit and Finance Committee. | ● President, National Grid plc's Massachusetts business and Executive Vice President of U.S. Policy and Social Impact (2011-2021); responsible for the gas and electricity business in Massachusetts, including operational, customer service, financial and reputational outcomes; led energy policy development for the U.S. business and the effective implementation of National Grid's social mobility platform ● Held a variety of management positions during 32-year career at National Grid, including in finance, merger integration, corporate affairs, business operations, and investor relations ● Senior Auditor at Coopers & Lybrand LLP prior to joining National Grid | | AGE: 63 | | | | DIRECTOR SINCE: 2022 | | | | BOARD COMMITTEES: | | | | Audit and Finance Nominating and Governance | | | | EDUCATION: | OTHER BOARD SERVICE | | | A.B., Dartmouth College M.S., Northeastern University Certified Public Accountant | ● Director, Clean Harbors, Inc. (2021-present); audit committee chair ● Director, Qualus Power Services (2021-present); audit committee chair | ● Director, Blue Cross Blue Shield of Massachusetts (2016-present); governance committee chair ● Trustee, Northeastern University (2017-2025) |

  23. Director Biographies

    | 10 2026 Proxy Statement | www.edison.com |

  24. Director Biographies

    | CAREY A. SMITH | REASON FOR NOMINATION | PROFESSIONAL HIGHLIGHTS | | | Ms. Smith brings the perspective of a public company chief executive officer at Parsons, which was headquartered in Southern California until 2019 and continues to have key programs throughout the state. Her understanding of the impact of California’s regulatory landscape on SCE’s business customers contributes to the Board’s effective oversight of key issues confronting the electric utility industry. Ms. Smith brings strategic planning experience related to the acquisition and integration of technology businesses. Her operational experience in safety-intensive environments provides an important perspective to the Board and its Safety and Operations Committee. Ms. Smith also brings a strong background in cybersecurity through her aerospace and defense industry experience and is a certified cybersecurity governance professional by the National Association of Corporate Directors (“NACD”). She is certified as a cybersecurity governance professional. | ● Chair, President and CEO, Parsons Corporation, a disruptive technology provider for global defense, intelligence and critical infrastructure markets; served as President since 2019, CEO since 2021, and Chair since 2022 ● Chief Operating Officer, Parsons (2018-2021) and President of Parsons' Federal Solutions business (2016-2018) ● Held progressive leadership roles at Honeywell International Inc. (2011-2016), including President of the Defense and Space business unit, Vice President of Honeywell Aerospace Customer and Product Support, and President of Honeywell Technology Solutions, Inc. ● Held several leadership roles at Lockheed Martin Corporation (1985-2011) | | AGE: 62 | | | | DIRECTOR SINCE: 2019 | | | | BOARD COMMITTEES: | | | | Compensation and Executive Personnel (Chair) Safety and Operations | | | | EDUCATION: | OTHER BOARD SERVICE | | | B.S., Ohio Northern University M.S., Syracuse University Honorary doctorate, Ohio Northern University | ● Director, Parsons Corporation (2020-present) | ● Director, Professional Services Council (2020-present); chair emeritus |

  25. Director Biographies

    | www.edison.com | 2026 Proxy Statement 11 |

  26. Director Biographies

    | LINDA G. STUNTZ | REASON FOR NOMINATION | PROFESSIONAL HIGHLIGHTS | | | Ms. Stuntz’s utility, environmental law and public policy experience is particularly relevant to the Company’s business. During her time at the U.S. Department of Energy, she held positions that focused on issues related to global climate change and energy-related measures to minimize GHG emissions, key issues that impact the Company. Ms. Stuntz’s corporate governance experience from her prior service on other public company boards and as a member of our Nominating and Governance Committee since 2014 informs her leadership as Committee Chair. She brings sustainability and safety experience from her private industry work with utilities and energy companies, as a director of public companies in industries with environmental and safety concerns, and from serving as Chair of our Nominating and Governance Committee and previously serving on our Safety and Operations Committee from 2014 to 2021. | ● Partner, Stuntz, Davis & Staffier, P.C. (1995-2018); specialized in energy and environmental regulation ● Deputy Secretary and other senior policy positions, U.S. Department of Energy (1989-1993); principal role in the development and enactment of the Energy Policy Act of 1992 ● Associate Minority Counsel and Minority Counsel, Energy and Commerce Committee of the U.S. House of Representatives (1981-1987) | | AGE: 71 | | | | DIRECTOR SINCE: 2014 | | | | BOARD COMMITTEES: | | | | Compensation and Executive Personnel Nominating and Governance (Chair) | | | | EDUCATION: | OTHER BOARD SERVICE | | | B.A., Wittenberg University J.D., Harvard University | ● Senior Advisor, Center for Strategic and International Studies (2019-present) ● Advisory Board, Boston Consulting Group Center for Energy Impact (2024-present) ● Director, Land Trust of Virginia (2025-present) ● Senior Fellow, Mission Possible Partnership, an alliance of climate leaders (2023-2024) | ● Chair, External Advisory Committee of MIT’s Future of Storage (2018-2022); study reported on key storage technologies for electricity systems that rely on variable renewable energy resources ● Director, Royal Dutch Shell plc (2011-2020), Raytheon Company (2005-2016), Schlumberger, Ltd. (1993-2010) and American Electric Power Company (1993-2004) |

  27. Director Biographies

    | 12 2026 Proxy Statement | www.edison.com |

  28. Director Biographies

    | PETER J. TAYLOR | REASON FOR NOMINATION | PROFESSIONAL HIGHLIGHTS | | | Mr. Taylor provides finance and public policy experience, which is particularly relevant to the Company’s infrastructure investment strategy and highly regulated business. He also brings capital markets experience from his investment banking career. At the University of California, Mr. Taylor had direct responsibility for risk management, accounting and financial reporting. He also brings safety experience from his years as a senior executive of the University of California, which launched the “Be Smart About Safety” campaign across all campuses during his tenure, and in his oversight role as a member of the Board of Trustees of the California State University. As a California resident with extensive professional experience in the state, Mr. Taylor also understands the perspective of utility customers impacted by California’s wildfires and regulatory environment. Mr. Taylor’s leadership qualities, capital markets experience, public policy insights and understanding of the Company’s strategy, business and regulatory landscape provide value as independent Chair of the Board. | ● President, ECMC Foundation, a nonprofit corporation dedicated to improving educational outcomes for students from underserved backgrounds (2014-2023) ● Executive Vice President and Chief Financial Officer, University of California system (2009-2014); oversaw all aspects of financial management at the ten campuses and the five academic medical centers ● 15 years in municipal finance banking for Lehman Brothers and Barclays Capital prior to joining the University of California | | AGE: 67 | | | | DIRECTOR SINCE: 2011 | | | | BOARD COMMITTEES: | | | | Audit and Finance Compensation and Executive Personnel | | | | EDUCATION: | OTHER BOARD SERVICE | | | B.A., University of California, Los Angeles M.A., Claremont Graduate University | ● Trustee, Western Asset Fund Complex (2019-present) ● Director, Pacific Mutual Holding Company (2016-present) ● Director, The Ralph M. Parsons Foundation (2015-present) ● Member, Board of Governors, The Huntington (2024-present) | ● Director, 23andMe Holding Co. (2021-2024) ● Member, Board of Trustees of the California State University system (2015-2021); chaired educational policy committee and finance committee ● Previously served as chair of UCLA Foundation and chair of UCLA task force on African American Admissions |

  29. Director Biographies

    | www.edison.com | 2026 Proxy Statement 13 |

  30. Director Biographies

    | KEITH TRENT | REASON FOR NOMINATION | PROFESSIONAL HIGHLIGHTS | | | Mr. Trent provides extensive utility operations, strategic planning, legal and safety experience as an executive of one of the largest electric power companies in the U.S., where he had direct management responsibility for the internal audit function, Sarbanes-Oxley processes, financial operations of four electric utilities, and the health and safety of a large workforce. His utility operational experience in, and perspective on, regulation, risk management, safety and cybersecurity are particularly relevant to our business and the regulatory framework in which SCE operates. This experience is particularly valuable to our Safety and Operations Committee, and supports his role as the Board’s liaison to the Company’s cybersecurity oversight group (see page 28). | ● Held a variety of senior management positions at Duke Energy Corporation (2005-2015), including as Executive Vice President of Grid Solutions and Regulated Utilities and as General Counsel, with responsibility for long-term grid strategy, four regulated utilities, electric transmission, regulated fossil-fuel and hydro generation, health, safety and environment, fuel and system optimization, central engineering and services, corporate strategy, government relations, corporate communications, technology initiatives, legal, internal audit and compliance, and commercial businesses operating in domestic and international retail and wholesale competitive markets ● Held positions with Duke Energy (2002-2005) as lead litigator with responsibility for major litigation and government investigations ● Practiced law for 15 years before joining Duke Energy | | AGE: 66 | | | | DIRECTOR SINCE: 2018 | | | | BOARD COMMITTEES: | | | | Compensation and Executive Personnel Safety and Operations | | | | EDUCATION: | OTHER BOARD SERVICE | | | B.S., Southern Methodist University J.D., University of Texas School of Law | ● Director, Capital Power Corporation (2017-present) | ● Director, TRC Companies, Inc. (2016-2026) |

  31. Director Biographies

    | 14 2026 Proxy Statement | www.edison.com |

  32. Governance Highlights

    Governance Highlights We have established corporate governance standards and practices that we believe create long-term value for our shareholders and other stakeholders. As discussed in this Proxy Statement, the key corporate governance policies and practices reflected in our corporate governance documents include the following:

  33. Governance Highlights

    | Key Governance Policies and Practices | | | | Board Independence, Oversight and Refreshment | Director Participation and Accountability | Shareholder Rights | | ● Independent Board Chair ● Independent Board Committees, other than Pricing Committee ● Director Retirement at Age 75 or after 15 years of service (20 years for directors serving on the Board prior to January 1, 2026) ● Annual Board and Committee Evaluations ● Annual Succession and Talent Planning ● Oversight of Strategy, Risk and Sustainability | ● Regular Independent Director Executive Sessions ● Director Orientation and Continuing Education Programs ● Director Stock Ownership Guidelines ● Majority Voting for Directors in Uncontested Elections ● Annual Engagement with Major Shareholders | ● Annual Election of Directors ● Annual Advisory Vote on Executive Compensation ● 10% of Shareholders May Call Special Meetings ● Shareholders May Act By Written Consent ● Proxy Access Bylaws with Market Terms | | Corporate Governance Documents | | | | ● Articles of Incorporation ● Bylaws ● Corporate Governance Guidelines ● Board Committee Composition ● Board Committee Charters ● Procedures for Communicating with the Board ● Ethics and Compliance Code for Directors | | ● Employee Code of Conduct ● Supplier Code of Conduct ● Incentive Compensation Recoupment Policy ● Human Rights Policy ● Sustainability Report ● Political Engagement Policy and Reports | | Shareholders and other interested parties may find these documents on our website at www.edison.com/corpgov. | | |

  34. Governance Highlights

    | www.edison.com | 2026 Proxy Statement 15 |

  35. Shareholder Engagement

    Shareholder Engagement

  36. Shareholder Engagement

    | Who We Engaged | | Topics Discussed | | We engage with our major institutional holders regarding strategy and financial and operational performance throughout the year. We also engage with these shareholders on corporate governance, executive compensation and sustainability issues at least annually. During the past year, we reached out to the investor stewardship teams of our top shareholders representing approximately 53% of our shares and met with holders of more than 40% of our shares. Some shareholders respectfully declined our request, noting they did not feel engagement was needed. | | ● Progress on our clean energy goals and our wildfire recovery and risk mitigation efforts ● Board composition, skills, refreshment and retirement policy ● Executive compensation goals, incentives and metrics ● Executive stock ownership requirements and related shareholder proposal ● Sustainability reporting and disclosure | | | | | | Our Response | | Engagement Themes | | The shareholders we engaged with offered constructive feedback on our governance, executive compensation and stock ownership requirements, and sustainability initiatives, which was subsequently shared with the Board and its Nominating and Governance Committee. In February 2026, the Nominating and Governance Committee received an update on the topics, themes and feedback from our most recent shareholder engagement meetings. | | ● Ongoing focus on the Board’s oversight of wildfire risk mitigation, recovery efforts and policy solutions ● Support for director retirement policy to help balance fresh perspectives and institutional knowledge ● Interest in the balance of anticipated electric load growth with ratepayer affordability, and the interplay of California and federal policy ● Continued support for our corporate governance posture and policies and the level of transparency in our proxy and sustainability disclosures |

  37. Shareholder Engagement

    | 16 2026 Proxy Statement | www.edison.com |

  38. Governance Structure and Processes

    Governance Structure and Processes

  39. Board Leadership Structure

    Board Leadership Structure

  40. Board Leadership Structure

    | | Mr. Taylor has served as the independent Chair of the Board since 2022 and brings valuable leadership qualities, capital markets experience, public policy insights and understanding of the Company’s strategy, business and regulatory landscape to the position. Our Corporate Governance Guidelines require an independent director to serve as our Chair of the Board. The Board believes having an independent Chair is the most appropriate leadership structure for EIX, allowing the CEO to focus on the day-to-day management of the business and on executing our strategic priorities while the independent Chair focuses on leading the Board, facilitating the Board’s independent oversight of management, and providing advice and counsel to the CEO. | | PETER J. TAYLOR | The Duties of our Independent Chair Include: | | Independent Chair of the Board | ● Chair the Board meetings and Annual Meetings ● Be the principal liaison in synthesizing and communicating to the CEO key issues from the executive sessions of the independent directors ● Create the agenda for the Board meetings with the CEO ● Conduct the annual CEO performance review with the Compensation and Executive Personnel Committee and input from other independent directors ● Oversee the annual Board evaluations with the Nominating and Governance Committee ● Attend and participate in all committee meetings as desired |

  41. Director Compensation Table – Fiscal Year 2025

    Director Compensation Table – Fiscal Year 2025

  42. Director Compensation Table – Fiscal Year 2025

    | | | | Change in | | | | | | | Pension | | | | | | | Value and | | | | | Fees | | Non-Qualified | | | | | Earned | | Deferred | | | | | or Paid | Stock | Compensation | All Other | | | | in Cash | Awards(1)(2) | Earnings(3) | Compensation(4) | Total | | Name | ($) | ($) | ($) | ($) | ($) | | Jeanne Beliveau-Dunn | 127,500 | 177,510 | — | 612 | 305,622 | | Michael C. Camuñez | 127,500 | 177,510 | — | 10,000 | 315,010 | | Vanessa C.L. Chang(5) | 73,750 | — | — | 10,000 | 83,750 | | Jennifer M. Granholm | 95,625 | 177,543 | — | 10,000 | 283,168 | | James T. Morris | 152,500 | 177,510 | — | 10,000 | 340,010 | | Timothy T. O’Toole | 147,500 | 177,510 | — | — | 325,010 | | Marcy L. Reed | 127,500 | 177,510 | — | 10,000 | 315,010 | | Carey A. Smith | 142,500 | 177,510 | — | — | 320,010 | | Linda G. Stuntz | 147,500 | 177,510 | — | 6,525 | 331,535 | | Peter J. Taylor | 220,000 | 270,048 | — | 10,000 | 500,048 | | Keith Trent | 127,500 | 177,510 | — | 10,000 | 315,010 |

  43. Director Compensation Table – Fiscal Year 2025

    | (1) The amounts reported for stock awards reflect the aggregate grant date fair value of those awards computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions and methodologies used to calculate the amounts reported, see Note 9 (Compensation and Benefit Plans) to the Consolidated Financial Statements included as part of the EIX and SCE combined Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”). The assumptions and methodologies used to calculate the grant date fair value of deferred stock units were the same as those discussed in such Note 9 for calculating the grant date fair value of restricted stock units. |

  44. Director Compensation Table – Fiscal Year 2025

    | (2) Each non-employee director, other than Mr. Taylor and Mses. Chang and Granholm, was granted a total of 3,050 shares of EIX Common Stock or fully vested deferred stock units on April 24, 2025. Mr. Taylor was granted 3,050 shares of EIX Common Stock in connection with his re-election to the Board and 1,590 shares of EIX Common Stock in connection with his re-appointment as Chair of the EIX Board, for a total grant of 4,640 shares on April 24, 2025. Ms. Chang was not eligible for a grant because of her retirement from the Board. Ms. Granholm was granted 3,022 fully-vested deferred stock units on April 1, 2025 in connection with her initial election to the Board. Each share or deferred stock unit granted to each non-employee director, other than Ms. Granholm, had a value of $58.20 on the grant date, and each deferred stock unit granted to Ms. Granholm had a value of $58.75 on her grant date. None of the non-employee directors had unvested stock units or outstanding EIX stock options as of December 31, 2025. |

  45. Director Compensation Table – Fiscal Year 2025

    | (3) For 2025, non-employee directors did not have any interest on deferred compensation account balances considered under SEC rules to be at above-market rates. |

  46. Director Compensation Table – Fiscal Year 2025

    | (4) EIX has a matching gift program that provides dollar-for-dollar matching gifts of at least $25 up to a prescribed maximum amount per calendar year for employees and directors. Most tax-exempt public charities under section 501(c)(3) of the Internal Revenue Code and U.S. governmental subdivisions as provided by section 170(c)(1) of the Internal Revenue Code are eligible for matching gifts; exceptions include political organizations, organizations that discriminate, and religious and fraternal organizations that serve only their membership. The amounts in this column reflect matching gifts made by EIX pursuant to this program for 2025 gifts by directors. EIX matches each director’s aggregate contributions up to $10,000 per calendar year to eligible organizations. Under the Director Matching Gift Program, matching amounts for non-cash gifts are determined based on the value of the gift on the date given by the director. For purposes of determining the date on which a gift of publicly traded stock is given, the date is based on the date that stock ownership transfers to the organization. |

  47. Director Compensation Table – Fiscal Year 2025

    | (5) Ms. Chang retired from the Board on April 24, 2025. |

  48. Director Compensation Table – Fiscal Year 2025

    | www.edison.com | 2026 Proxy Statement 29 |

  49. Determination of Director Compensation

    Determination of Director Compensation The Board makes all decisions regarding director compensation. These decisions are usually made after receiving recommendations from the Compensation and Executive Personnel Committee. The Committee makes its recommendations after receiving input from its independent compensation consultant and management. The Committee retained Pay Governance LLC (“Pay Governance”) to evaluate and make recommendations regarding director compensation for 2025. Pay Governance’s assistance included helping the Committee identify industry trends and norms for director compensation, reviewing and identifying peer group companies, and evaluating director compensation data for these companies. Management’s input focuses on legal, compliance, and administrative issues. After reviewing relevant information, the Board decided to increase the total annual compensation provided to the Board Chair, effective January 1, 2026, from $490,000 to $500,000, by increasing the aggregate annual cash retainer from $220,000 to $300,000 and decreasing the aggregate annual equity award from $270,000 to $200,000 in order to more closely align the Board Chair’s pay mix with the typical Board Chair pay mix at PHLX Utility Sector Index companies. The Board also decided to increase the annual equity award value provided to other non-employee directors from $177,500 to $192,500 beginning with 2026 annual equity awards.

  50. Determination of Director Compensation

    | www.edison.com | 2026 Proxy Statement 31 |

  51. Directors, Director Nominees and Executive Officers

    Directors, Director Nominees and Executive Officers The following table shows the number of shares of EIX Common Stock beneficially owned as of February 25, 2026 by each of our directors, director nominees, and officers named in the Summary Compensation Table (“NEOs”), and our current directors and executive officers as a group. None of the persons in the table beneficially owns any other equity securities of EIX or its subsidiaries. The table includes shares that the individual has a right to acquire through April 28, 2026.

  52. Directors, Director Nominees and Executive Officers

    | | | Deferred | | Common | Total Shares | | | | | Stock | Stock | Stock | Beneficially | Percent | | Name of Beneficial Owner | Category | Units(1) | Options | Shares(2) | Owned(3) | of Class(4) | | Jeanne Beliveau-Dunn | Director/Nominee | — | — | 3,432 | 3,432 | * | | Michael C. Camuñez | Director/Nominee | 11,538 | — | — | 11,538 | * | | Jennifer M. Granholm | Director/Nominee | — | — | 40 | 40 | * | | James T. Morris | Director/Nominee | 2,525 | — | 1,681 | 4,206 | * | | Timothy T. O’Toole | Director/Nominee | 10,974 | — | 5,000 | 15,974 | * | | Pedro J. Pizarro | Director/Nominee/NEO | — | 2,627,375 | 321,885 | 2,949,260 | * | | Marcy L. Reed | Director/Nominee | — | — | — | — | * | | Carey A. Smith | Director/Nominee | — | — | 3,856 | 3,856 | * | | Linda G. Stuntz | Director/Nominee | 1,716 | — | 10,565 | 12,281 | * | | Peter J. Taylor | Director/Nominee | — | — | 35,212 | 35,212 | * | | Keith Trent | Director/Nominee | 762 | — | 16,168 | 16,930 | * | | Maria Rigatti | NEO | — | 630,520 | 89,666 | 720,186 | * | | Chonda J. Nwamu | NEO | — | 30,924 | — | 30,924 | * | | Steven D. Powell | NEO | — | 255,304 | 44,414 | 299,718 | * | | Jill C. Anderson | NEO | — | 105,106 | 18,937 | 124,043 | * | | Directors, Director Nominees and Executive Officers as a Group (19 individuals) | | 27,515 | 3,957,340 | 634,389 | 4,619,244 | 1.2% |

  53. Directors, Director Nominees and Executive Officers

    | (1) In accordance with SEC rules, the reported number consists only of deferred stock units that could be settled in shares of EIX Common Stock within 60 days at the director’s discretion under the payment elections previously made by the director under the EIX Director Deferred Compensation Plan (for example, a director who elected settlement of deferred stock units upon retirement could retire). However, all deferred stock units held by a director count toward the stock ownership requirement for directors. |

  54. Directors, Director Nominees and Executive Officers

    In addition to the deferred stock units reported in this table, Messrs. Camuñez, Morris, O’Toole and Trent hold 14,422, 24,520, 14,422 and 3,195 fully vested deferred stock units, respectively, and Mses. Beliveau-Dunn, Granholm, Reed, Smith and Stuntz hold 14,422, 3,215, 11,768, 14,299 and 22,476 fully vested deferred stock units, respectively. These additional deferred stock units will also be settled in shares of EIX Common Stock, but in accordance with SEC rules are not included in the table because they cannot be settled in shares of EIX Common Stock within 60 days at the director’s discretion.

  55. Directors, Director Nominees and Executive Officers

    | (2) Each individual has sole voting and investment power over the shares listed in this table, except Ms. Granholm, Mr. Pizarro, Ms. Rigatti and Ms. Anderson hold 40, 298,783, 52,983 and 5,471 shares, respectively, in family trusts with shared voting and investment power. |

  56. Directors, Director Nominees and Executive Officers

    | (3) Includes shares listed in the three columns to the left. |

  57. Directors, Director Nominees and Executive Officers

    | (4) Each individual beneficially owns less than 1% of the shares of EIX Common Stock. |

  58. Directors, Director Nominees and Executive Officers

    | 32 2026 Proxy Statement | www.edison.com |

  59. Elements and Objectives of Total Direct Compensation(2)

    | Base Salary | | Annual Cash Incentives | | Long-Term Equity Opportunities(3) | | Establish a pay foundation to attract and retain highly qualified executives | | Focus executives’ attention on specific safety, operational, financial and strategic objectives of the Company that we believe will benefit our customers and increase long-term shareholder value | | Directly align executive pay with long-term shareholder value and ensure that executives are focused on operating a financially strong organization for the benefit of our customers | | | | | | | | Form | | Key Objective | | % of LTI Grant Value(2) | | Performance Shares (TSR metric) | | Reward strong total shareholder return (“TSR”) performance compared to peers | | 25% | | Performance Shares (EPS metric) | | Reward core earnings(4) per share (“EPS”) performance compared to pre-established targets | | 25% | | Stock Options | | Provide significant incentive to create long-term value for shareholders since value is only realized if share price appreciates | | 25% | | Restricted Stock Units | | Encourage retention and stock ownership, with value tied to absolute shareholder return | | 25% |

  60. Elements and Objectives of Total Direct Compensation(2)

    | 2 | In this CD&A, “total direct compensation” or “TDC” means the sum of base salary, the actual annual incentive award paid for the year and the grant date fair value of the long-term incentive (“LTI”) awards (each disclosed in the Summary Compensation Table) for the NEO for the year. “% of LTI Grant Value” means the percentage of the total grant date fair value of each NEO’s LTI awards for the year allocated to that form of LTI. |

  61. Elements and Objectives of Total Direct Compensation(2)

    | 3 | The long-term equity opportunities consist of TSR performance shares, EPS performance shares, stock options, and restricted stock units. TSR performance shares are earned and vest based on EIX’s comparative TSR during the relevant three-year performance period, and EPS performance shares are earned and vest based on achievement measured against a Core EPS metric. Stock options vest ratably over a three-year vesting period. Restricted stock units vest at the end of a three-year vesting period. Vesting across all these award types is subject to an executive’s continued employment through the applicable vesting dates. See Long-Term Incentive Awards below for a discussion of these awards. |

  62. Realized CEO Pay Aligns With Performance

    | 5 | “Long-Term Equity Opportunity” refers to the grant date fair value of long-term incentive awards for the particular year. |

  63. Realized CEO Pay Aligns With Performance

    | 6 | In this CD&A, “target total direct compensation” means the sum of the NEO’s salary, target annual incentive award, and grant date fair value of long-term incentive awards for the particular year. |

  64. Realized CEO Pay Aligns With Performance

    | 7 | In this CD&A, Realized TDC means the sum of: base salary for the year (column (c) of the Summary Compensation Table); the actual annual incentive award paid for the year (column (g) of the Summary Compensation Table); the “Value Realized on Vesting” for performance shares and restricted stock units that vested during the year (column (e) of the Option Exercises and Stock Vested Table); and the value realized on vesting for stock options that vested during the year (calculated for each stock option that vested during 2025 as the difference between the closing price of EIX Common Stock on December 31, 2025 and the exercise price of that option, regardless of whether or not the option was exercised). |

  65. Realized CEO Pay Aligns With Performance

    | 8 | In this Proxy Statement, for all purposes other than performance share payouts, TSR is calculated using the difference between (i) the closing stock price for the relevant stock on the last NYSE trading day preceding the first day of the relevant period and (ii) the closing stock price for the relevant stock on the last trading day of the relevant period and assumes all dividends during the period are reinvested on the ex-dividend date. A different methodology is used to determine performance share payouts (see Long-Term Incentive Awards below). |

  66. Impact of 2025 Wildfires on NEO Compensation

    Impact of 2025 Wildfires on NEO Compensation As noted in our Letter to Shareholders, SCE continues to work closely with the authorities to investigate the cause of the Eaton Fire. While the investigation continues, SCE is prioritizing compensation to impacted members of the community and focusing on recovery efforts for the people and communities affected by the fire. In light of the impact of wildfires on communities within SCE’s service territory, the Committee decided to reduce by approximately 40% the annual incentive awards otherwise payable for 2025 to Messrs. Pizarro and Powell and Ms. Anderson. The resulting reductions were $1,071,284, $441,708, and $243,713 for Messrs. Pizarro and Powell and Ms. Anderson, respectively. Management fully supports and agrees with the Committees’ decision. This Committee action was not a reflection of the performance of the Company or these executives. The Committee believes that SCE will be able to make a good faith showing that SCE’s conduct with respect to its transmission facilities in the preliminary area of origin of the Eaton Fire was consistent with the actions of a reasonable utility. See the section below entitled Annual Incentive Awards for additional information regarding 2025 annual incentive award amounts paid to the NEOs. When making its decision to reduce the annual incentive awards payable to Messrs. Pizarro and Powell and Ms. Anderson, the Committee took into account that the January 7, 2025 fires had a significant negative impact on the equity awards held by those three NEOs and Ms. Rigatti at that time. The equity awards held by Messrs. Pizarro and Powell, and Mses. Anderson and Rigatti as of January 7, 2025 shed nearly 40% of their value from January 6, 2025 through the February 15, 2026 date of the Committee meeting (when comparing (i) the intrinsic value on January 6, 2025 to (ii) the sum of the intrinsic value on February 15, 2026 plus any value realized between those comparison dates).(9)(10)

  67. Impact of 2025 Wildfires on NEO Compensation

    | The Committee has increased the weighting of safety and resilience goals under our annual incentive plan, as reflected in the following table. The Committee has increased the weighting of safety and resilience goals under our annual incentive plan, as reflected in the following table. As discussed in the Letter to Shareholders, EIX and SCE are working with authorities to fully understand the causes of the wildfires that began on January 7, 2025 and are continuing to implement measures to help prevent future wildfires. The Committee has also forged ahead with a reassessment of the Company’s incentive compensation program. The program is already heavily weighted towards mitigating safety risks, such as the outbreak of wildfires, as evidenced by the high sensitivity of our equity compensation program to the January 7 fires. These fires resulted in significant decreases in the value of NEOs’ outstanding long-term incentive awards. For example, the stock options granted to Messrs. Pizarro and Powell and Ms. Rigatti in 2016 expired earlier this year without a payout. Most of the other outstanding stock options held by the Company’s executives remain underwater. All of the 2023 TSR performance shares held by our NEOs terminated with no value earlier this year. Their 2024 TSR performance shares are also continuing to trend well below threshold. Their restricted stock units have dropped in value by nearly one-third since the wildfires in January 7, 2025. While this loss in value has been significant, the Committee has determined that |

  68. Shareholder Communication and Compensation Program for 2026

    | 9 | This loss in value was calculated by comparing (i) the intrinsic value of these NEOs’ outstanding equity awards as of market close on January 6, 2025 (the “1/6/25 Outstanding Awards”), assuming target performance for 2023 and 2024 performance shares and actual performance for 2022 performance shares (which completed their performance period on December 31, 2024), to (ii) the sum of (x) the intrinsic value of the 1/6/25 Outstanding Awards as of market close on Friday, February 13, 2026, to the extent such 1/6/25 Outstanding Awards remained outstanding on such date, assuming target performance for performance shares except for below-threshold performance for 2024 TSR performance shares, and (y) the realized value of any options that were exercised or terminated during that period and any performance shares and restricted stock units that were paid out, withheld, or terminated during that period. |

  69. Annual Incentive Awards

    Annual Incentive Awards The annual incentive awards of our NEOs are based on achieving safety, financial, and operational goals tied to the key elements of our vision and strategy. The annual goals approved by the Committee are particularly important drivers of Company performance because they are used to determine annual incentive awards for nearly all of our exempt employees, not just NEOs. The 2025 annual incentive award target value under the EIX Executive Incentive Compensation Plan (“EICP”) for each NEO was set as a percentage of the NEO’s base salary (the “Annual Incentive Target %”). The Committee increased the 2025 Annual Incentive Target % for Ms. Rigatti and Mr. Powell by five percentage points over 2024 levels to maintain alignment with the market median for their respective positions. The 2025 Annual Incentive Target % for Mr. Pizarro remained unchanged from 2024. The Committee approved a 2025 Annual Incentive Target % for Ms. Nwamu of 85%. The minimum annual incentive award for each NEO is $0, and the maximum award is 200% of target, in alignment with standard practice. The actual 2025 payouts to NEOs were determined by the Committee based on both corporate performance and the NEO’s individual performance for the year. The EICP requires that an executive be employed on the date awards are paid in order to receive the award or the award is forfeited, except in cases of death or retirement. The corporate performance factor is based on performance with respect to the goals established in February 2025 by the Committee. Nearly all goals were based on the achievement of objectively measurable performance against pre-established quantitative success measures, with minimum, target, and maximum performance metrics. Only 11% of EIX’s target weighting was allocated to qualitative success measures. The Committee established an overarching goals framework whereby the goals must be achieved while living the Company’s values, which include safety. Safety and compliance are therefore foundational and events such as fatalities or significant non-compliance issues can result in the reduction or elimination of annual incentive awards for all or some plan participants, depending upon the Committee’s assessment of the circumstances. Consistent with prior years, separate 2025 goals were established for EIX and SCE. However, as is reflected in the corporate performance scoring matrices below, there was significant overlap in the goals for the two companies since EIX’s primary operating business is SCE. The EIX corporate performance factor applies to the annual incentive awards for Mr. Pizarro and Mses. Rigatti and Nwamu. The SCE corporate performance factor applies to Mr. Powell’s and Ms. Anderson’s annual incentive awards. In February 2026, the Committee determined the score achieved for each 2025 performance measure. Based on 2025 performance, the corporate performance factors for EIX and SCE were 140% and 143% of target, respectively. These factors were determined by adding the Actual Scores in the respective corporate performance scoring matrix below. As discussed in the section below entitled 2025 Annual Incentive Award Payouts, the Committee determined that it was appropriate to exercise its discretion to reduce the annual incentive awards of Messrs. Pizarro and Powell and Ms. Anderson.

  70. Annual Incentive Awards

    | www.edison.com | 2026 Proxy Statement 43 |

  71. 2025 Corporate Performance Scoring Matrix – Goal Categories

    | (1) The potential Actual Score for each goal category (other than Foundational Goals, which can result in the reduction or elimination of annual incentive awards for 2025 for all or some plan participants, depending upon the Committee’s assessment of the circumstances) ranges from zero to twice the Target Score for the goal category. The potential total Actual Score is from zero to 200. |

  72. 2025 EIX Corporate Performance Scoring Matrix – Goal Details

    | (4) See footnote 4 on page 40 for information regarding the determination of core earnings. The Committee established the financial performance goal in February 2025. The threshold level of core earnings was set at $1.898 billion (the annual incentive payout may be eliminated if core earnings fall below the threshold). The level at which the financial stability score would be zero and the target and maximum score levels were set at $1.934 billion, $2.372 billion and $2.810 billion, respectively. |

  73. 2025 EIX Corporate Performance Scoring Matrix – Goal Details

    | (5) As discussed in the Impact of 2025 Wildfires on NEO Compensation section, in light of the impact of wildfires on communities within SCE’s service territory, the EIX Committee decided to reduce by approximately 40% the annual incentive award otherwise payable for 2025 to Mr. Pizarro. See that section for additional information regarding the Committee’s decision to reduce these bonuses. See the table in the 2025 Annual Incentive Award Payouts section for additional information on the calculation of the Annual Incentive Award paid to each NEO. |

  74. 2025 SCE Corporate Performance Scoring Matrix – Goal Details

    | (4) See footnote 4 on page 40 for information regarding the determination of core earnings. The SCE Committee established the financial performance goal in February 2025. The threshold level of core earnings was set at $2.189 billion (the annual incentive payout may be eliminated if core earnings fall below the threshold). The level at which the financial stability score would be zero and the target and maximum score levels were set at $2.462 billion, $2.736 billion and $3.010 billion, respectively. |

  75. 2025 SCE Corporate Performance Scoring Matrix – Goal Details

    | (5) As discussed in the Impact of 2025 Wildfires on NEO Compensation section, in light of the impact of wildfires on communities within SCE’s service territory, the SCE Committee decided to reduce by approximately 40% the annual incentive award otherwise payable for 2025 to Mr. Powell and Ms. Anderson. See that section for additional information regarding the Committee’s decision to reduce these bonuses. See the table in the 2025 Annual Incentive Award Payouts for additional information on the calculation of the Annual Incentive Award paid to each NEO. |

  76. 2025 Annual Incentive Award Payouts

    2025 Annual Incentive Award Payouts The Committee determined the annual incentive award for each NEO by multiplying the annual incentive target percentage for the NEO by the applicable corporate performance factor and an individual performance factor. The Committee evaluated both “what” the NEOs achieved and “how” they accomplished those results. In determining an “Individual Performance Factor” for each NEO, the Committee, as in prior years, took a different approach with respect to the CEOs compared to the other NEOs. The Committee used an Individual Performance Factor of 100% for Messrs. Pizarro and Powell to align the calculation of their awards to the scorecard performance of EIX and SCE, respectively. For the other NEOs, the Committee determined their Individual Performance Factors by assessing their individual performance for the year, including their contributions to corporate performance and how they accomplished those results. In light of the impact of wildfires on communities within SCE’s service territory, the Committee exercised its discretion and decided to reduce the annual incentive awards otherwise payable for 2025 to Messrs. Pizarro and Powell and Ms. Anderson, as indicated in the table below. See the section above entitled Impact of 2025 Wildfires on NEO Compensation for additional information regarding the Committee’s decision to reduce these bonuses. The following table shows the calculation of the annual incentive awards paid to our NEOs for 2025:

  77. 2025 Annual Incentive Award Payouts

    | | | Annual | | Corporate | Annual | Adjusted | Adjusted | | | | | Incentive | Individual | Performance | Incentive | Corporate | Annual | | | | | Target as % | Performance | Factor (Before | Payout (Before | Performance | Incentive | Reduction | | | Salary(2) | of Salary(3) | Factor | Adjustment)(4) | Adjustment)(4) | Factor(5) | Payout(5) | in Payout(5) | | NEOs(1) | ($) | (%) | (%) | (%) | ($) | (%) | ($) | ($) | | Pedro J. Pizarro | 1,417,041 | 135 | 100 | 140 | 2,678,210 | 84 | 1,606,926 | 1,071,284 | | Maria Rigatti | 842,603 | 89 | 115 | 140 | 1,211,410 | — | — | — | | Chonda J. Nwamu | 544,973 | 85 | 98 | 140 | 635,541 | — | — | — | | Steven D. Powell | 838,164 | 89 | 100 | 143 | 1,070,580 | 84 | 628,872 | 441,708 | | Jill C. Anderson | 552,603 | 65 | 115 | 143 | 590,693 | 84 | 346,981 | 243,713 |

  78. 2025 Annual Incentive Award Payouts

    | (1) The dollar amounts in this table have been rounded to the nearest dollar and the percentages (%) in this table have been rounded to the nearest whole percentage point. |

  79. 2025 Annual Incentive Award Payouts

    | (2) The amounts in the Salary column reflect the base salary earned by each NEO in 2025. |

  80. 2025 Annual Incentive Award Payouts

    | (3) The Annual Incentive Target as % of Salary for Ms. Rigatti and Mr. Powell reflects a mid-year change. It is based on target bonus % of salary in effect for Ms. Rigatti and Mr. Powell from 1/1/25 to 2/24/25 which was 85% and from 2/25/25 to 12/31/25 which was 90%. |

  81. 2025 Annual Incentive Award Payouts

    | (4) The column “Corporate Performance Factor (Before Adjustment)” includes the corporate performance factor based on performance with respect to the goals established in February 2025 by the Committee. The column “Annual Incentive Payout (Before Adjustment)” reflects an award payout determined by multiplying the following values (before rounding) for each NEO: “Salary” by “Annual Incentive Target as % of Salary” by “Individual Performance Factor” by “Corporate Performance Factor (Before Adjustment)”. This is the calculation that was used to determine the actual amount paid to Ms. Rigatti and Ms. Nwamu. |

  82. 2025 Annual Incentive Award Payouts

    | (5) The column “Adjusted Corporate Performance Factor” reflects the Committee’s decision to reduce the corporate performance factor for Messrs. Pizarro and Powell and Ms. Anderson to 84%. The amounts actually paid to these NEOs are reflected in the “Adjusted Annual Incentive Payout” column and were determined by multiplying the following values (before rounding): “Salary” by “Annual Incentive Target as % of Salary” by “Individual Performance Factor” by “Adjusted Corporate Performance Factor”. This calculation resulted in significant reductions to the payouts that these NEOs would have otherwise received based purely on performance with respect to the goals established in February 2025 by the Committee. The size of these reductions is reflected in the “Reduction in Payout” column. See the section above entitled Impact of 2025 Wildfires on NEO Compensation for additional information regarding the Committee’s decision to reduce these bonuses. |

  83. Long-Term Incentive Awards

    Long-Term Incentive Awards All of our long-term incentives are awarded under the EIX 2007 Performance Incentive Plan as equity instruments reflecting, or valued by reference to, EIX Common Stock. They are therefore directly linked to the value provided to EIX shareholders. The equity awards also align executives’ interests with those of customers. The long-term performance of EIX Common Stock will largely be driven by SCE’s ability to safely deliver reliable, affordable and clean electricity. Because the risks associated with wildfires and other significant safety events can have a large impact on EIX’s stock price, our long-term incentive program provides a strong incentive for NEOs to reduce those risks and improve the safety and resiliency of the communities in SCE’s service territory. Seventy-five percent (75%) of our long-term equity mix for 2025 grants was performance-based: the performance shares that comprised 50% of the award value and the non-qualified stock options that comprised 25% of the award value. Our performance shares use a relative TSR metric to reward strong TSR performance relative to peers and a Core EPS metric to incentivize strong financial performance. We believe stock options are an important performance-based vehicle because NEOs will realize value only if the market value of EIX Common Stock appreciates. It is a simple-to-understand performance metric that provides a significant incentive to create value for shareholders. Restricted stock units that vest over a multi-year period comprise the remaining 25% of award value and are intended to encourage retention and stock ownership by our executives with the potential value tied directly to our stock price performance.

  84. Long-Term Incentive Value

    Long-Term Incentive Value On February 26, 2025, the Committee approved the following 2025 long-term incentive award values for the NEOs as a percentage of base salary (the “Long-Term Incentive % of Salary”): Mr. Pizarro 680%, Ms. Rigatti 303%; Mr. Powell 303%; and Ms. Anderson 193%. In February 2025, the Committee also approved the following awards for Ms. Nwamu in connection with her commencement of employment: a Long-Term Incentive % of Salary of 220% (an award value of $1,639,000) and an additional long-term incentive award with an award value of $825,000 to compensate her for incentive awards that she forfeited upon leaving her prior employer to accept EIX’s offer of employment. Each of these awards was granted on June 30, 2025 (i.e., the last trading day in the quarter that Ms. Nwamu commenced employment). The Long-Term Incentive % of Salary for 2025 for Messrs. Pizarro and Powell and Ms. Rigatti reflected an increase compared to 2024. The Committee determined that such increases assisted retention and appropriately tied a larger portion of these NEOs’ compensation to long-term company performance. The Committee also approved the methodology for converting those 2025 award values into the number of performance shares, stock options, and restricted stock units granted to each NEO on the applicable grant date. The grant date value of each award as determined under applicable accounting rules is listed in the Grants of Plan-Based Awards Table below.

  85. Performance Shares

    Performance Shares Performance shares reward performance over three years against pre-established relative and absolute metrics. Each performance share awarded is a right to receive one share of EIX Common Stock if performance and continued service vesting requirements are satisfied. The actual payout can range from zero to 200% of target performance shares, depending on actual performance against pre-established metrics. A relative TSR metric and a Core EPS metric are used to measure performance share payouts with each metric weighted 50%. These metrics are discussed in further detail below. The performance share awards provide for reinvested dividend equivalents. For each dividend declared on EIX Common Stock, the NEO will be credited with an additional number of target performance shares having a value equal to the dividend that would have been payable on the target performance shares subject to the award. The performance shares credited as dividend equivalents have the same vesting and other terms and conditions as the original performance shares and are forfeited if the underlying shares are not earned. A conversion formula is used to determine the target number of performance shares granted to each NEO. For the portion of performance shares subject to the TSR metric, the respective award value approved by the Committee is divided by a grant date value determined using a standard Monte Carlo simulation model based on the same assumptions and principles used to determine the grant date fair value of performance-based awards for purposes of EIX’s financial reporting. For the portion of performance shares subject to the Core EPS metric, the respective award value approved by the Committee is divided by the closing price of a share of EIX Common Stock on the grant date. Performance shares are payable in EIX Common Stock, a portion of which is used to the extent necessary to satisfy tax withholding obligations.

  86. Performance Share Awards: TSR Metric

    Performance Share Awards: TSR Metric The relative TSR metric used in the performance share awards is based on the percentile ranking of EIX’s TSR for a 36-month performance period compared to the TSR of the companies in the “Comparison Group,” which consists of each company in the PHLX Utility Sector Index at the beginning of the performance period that continues to be publicly traded through the end of the

  87. Performance Share Awards: TSR Metric

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  88. Performance Share Awards: TSR Metric

    performance period, with adjustment for insolvencies, certain mergers and other corporate transactions. No shares are vested until the end of the full 36-month performance period. For awards granted prior to 2025, the 36-month performance period started on January 1 of the grant year. Beginning with 2025 grants, the 36-month performance period starts on March 1 of the grant year and aligns with the grant date (typically in early March). This shift in the start of the performance period for new grants had been under consideration for years. The Committee determined that this change would help eliminate or minimize the misalignment that may result from the performance period starting two months before the early March grant date (the date on which the performance shares are valued for purposes of converting the dollar amount of the award into a target number of TSR performance shares): if the performance period starts on January 1 and EIX’s relative TSR performance is strong in January and February of the grant year, that results in a higher value per performance share on the early March grant date (compared to a neutral start in TSR percentile ranking), leading to the grant of fewer TSR performance shares on the grant date under the conversion methodology discussed under Performance Shares above because the dollar award value approved by the Committee for the executive’s TSR performance shares is divided by the grant date value to determine the number of performance shares granted. By the same token, poor relative TSR performance in January and February results in a lower value per performance share and the grant of more TSR performance shares on the early March grant date. Prior to 2025, the variance in the number of performance shares granted compared to a neutral start in TSR percentile rank on the grant date was considered to be within an acceptable range each year and over time averaged to align with a neutral start. In early 2025, it became clear that there would be an extreme misalignment with 2025 TSR performance shares if the Company did not change its TSR performance share methodology. The Committee, as a result of its ongoing deliberations and discussions with management and Pay Governance, decided at its February 2025 meeting to set a March 1, 2025 to February 29, 2028 performance period for TSR performance shares granted on March 3, 2025. Accordingly, Mr. Pizarro was granted a 2025 TSR award with 33,829 target performance shares. If the Committee had instead set January 1, 2025 as the start of the performance period for TSR performance shares granted on March 3, 2025, then Mr. Pizarro would have received a 2025 TSR award with approximately 200,000 target performance shares under the conversion methodology discussed under Performance Shares above (because EIX’s 2025 TSR prior to the March 3, 2025 grant date was about 40% below the median of the PHLX Utility Sector Index and about 31% below 25th percentile). Since the Company uses the same LTI methodology for all executives, all of the Company’s executives would have been granted nearly six times as many target 2025 TSR performance shares as they in fact received if January 1, 2025 had been used as the start of the performance period instead of March 1, 2025. Those grants of target 2025 TSR performance shares would have had about a 90% possibility of a zero payout because of the likelihood of below threshold TSR performance over the performance period, with a small possibility for a significant payout, including the possibility of a ~12x payout compared to the target 2025 performance shares actually granted (i.e. six times the number of target shares with a 200% payout at maximum performance), which would not have been a reasonable incentive structure to establish on the grant date. The following table provides the TSR performance share payout levels that correspond to EIX’s TSR ranking compared to the TSR of the companies in the Comparison Group for the relevant 36-month performance period:

  89. Performance Share Awards: TSR Metric

    | Payout Levels | TSR Ranking | Payout | | Below Threshold | <25th Percentile | 0 | | Threshold | 25th Percentile | 25% of Target | | Target | 50th Percentile | Target | | Maximum | ≥75th Percentile | 200% of Target |

  90. Performance Share Awards: TSR Metric

    If EIX achieves a TSR ranking between the 25th percentile and the 50th percentile or between the 50th percentile and the 75th percentile, the number of shares paid is interpolated on a straight-line basis. To determine performance share payouts, TSR is calculated using the difference between (i) the average closing stock price for the stock for the five trading days ending with the last NYSE trading day preceding the first day of the performance period and (ii) the average closing stock price for the stock for the five trading days ending with the last trading day of the performance period, and assumes all dividends are reinvested on the ex-dividend date. For 2023 and 2024 TSR performance share grants, the TSR calculation uses 20 trading days instead of five trading days for purposes of clauses (i) and (ii) in the preceding sentence with the Committee having determined to shorten the averaging period beginning with 2025 TSR performance shares to better reflect current market factors. EIX’s TSR ranked at the 15th percentile among the Comparison Group during the 2021-2023 performance period under the methodology used to calculate TSR for performance shares. Since this performance was below the threshold for a payout, there was no payout for the TSR performance shares granted in 2023. As of the record date for the Annual Meeting, EIX was trending well below threshold performance and at a zero payout for 2024 TSR performance share grants.

  91. Performance Share Awards: TSR Metric

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  92. Performance Share Awards: TSR Metric

    As a result of the methodology changes discussed above for 2025 TSR performance share, particularly starting the performance period on March 1, 2025, the distribution curve of payout possibilities for 2025 TSR performance shares aligns with the distribution curve that would have been in effect with a neutral start. In addition to establishing an appropriate incentive structure on the March 3, 2025 grant date, the Committee believes the 2025 performance shares also serve as a retentive tool by fairly compensating executives for performance during the time they actually hold the 2025 TSR performance shares.

  93. Performance Share Awards: Core EPS Metric

    Performance Share Awards: Core EPS Metric The Core EPS(11) metric used in the performance share awards granted in 2023 and 2024 is based on EIX’s three-year average annual Core EPS, measured against target levels that the Committee establishes for each calendar year in February of that year. For EPS performance shares granted in 2023 and 2024, the performance multiplier for a calendar year is based on EIX’s actual Core EPS performance for that year as a percentage of the Core EPS target for that year, in accordance with the following table:

  94. Performance Share Awards: Core EPS Metric

    | | | EPS | | | Actual Core EPS as % | Performance | | Performance Level | of Target Core EPS | Multiplier | | Below Threshold | <80% | 0 | | Threshold | 80% | 0.25x | | Target | 100% | 1.0x | | Maximum | ≥120% | 2.0x |

  95. Performance Share Awards: Core EPS Metric

    If EIX’s actual Core EPS for a calendar year as a percentage of target Core EPS is between 80% and 100% or between 100% and 120%, the EPS performance multiplier is interpolated on a straight-line basis. The EPS performance multipliers achieved for each calendar year in the three-year performance period are averaged, and the resulting average determines the performance share payout as a multiple of the target number of shares. No shares are vested until the end of the full three-year performance period. In February 2026, the Committee determined that the average of the EPS performance multipliers for the 2023, 2024, and 2025 calendar years that comprised the performance period for the 2023 grant was 1.17x, as reflected in the table below. Accordingly, the Committee approved a pay out of EPS performance shares granted in 2023 at 117% of the target number of shares subject to the award.

  96. Performance Share Awards: Core EPS Metric

    | | | | | EPS | | | Actual | Target | Actual Core EPS as % | Performance | | Year | Core EPS(1) | Core EPS(1)(2) | of Target Core EPS | Multiplier | | 2023 | $4.76 | $4.60 | 103% | 1.18x | | 2024 | $4.93 | $4.90 | 101% | 1.03x | | 2025 | $6.55 | $6.16 | 106% | 1.31x | | Average of performance multipliers (determines actual payout): | | | | 1.17x |

  97. Performance Share Awards: Core EPS Metric

    | (1) The Committee used a projected weighted average of 383,072,859 shares of EIX Common Stock outstanding for the 2023 Core EPS target, 384,740,933 shares of EIX Common Stock outstanding for the 2024 Core EPS target, and 384,833,104 shares of EIX Common Stock outstanding for the 2025 Core EPS target. |

  98. Performance Share Awards: Core EPS Metric

    | (2) In February 2023, the Committee established a target Core EPS of $4.71 for 2023. The Committee made certain assumptions when establishing the target Core EPS for 2023 with respect to SCE’s cost recovery from the Catastrophic Event Memorandum Account application that SCE filed in 2022 to recover emergency costs that SCE incurred primarily to restore damage caused by certain 2020 wildfires (the “2022 CEMA”). The Committee also established in February 2023 an adjustment framework it would apply if a final decision for the 2022 CEMA was not issued in 2023. Since a final decision was not issued in 2023, the Committee decreased the target Core EPS for 2023 by $0.11 (to $4.60) in accordance with the adjustment framework it established in February 2023. |

  99. Performance Share Awards: Core EPS Metric

    Beginning with EPS Performance Shares granted in 2025, performance is measured at the end of the three-year performance period (consisting of calendar years 2025, 2026 and 2027 for the 2025 EPS grants) using EIX’s full three-year Cumulative Core EPS(11) against threshold, target and maximum levels established as of the date of grant by the Committee. According to information provided by Pay Governance, this approach is more reflective of typical peer practice, and the Committee believes that this approach will further align shareholder and executive interests by incentivizing long-term value creation while encouraging growth through the entirety of the performance period.

  100. Performance Share Awards: Core EPS Metric

    | 11 | See footnote 4 on page 40 for information regarding the determination of core earnings. In the context of EPS Performance Shares, all references to EPS are to core earnings per share. |

  101. Performance Share Awards: Core EPS Metric

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  102. Performance Share Awards: Core EPS Metric

    Our publicly announced core EPS guidance range as of the March 2025 grant date serves as the basis for the goal levels. The Committee set the following goal levels for EPS Performance Shares granted in 2025:

  103. Performance Share Awards: Core EPS Metric

    | | Three-Year | Payout | | | Cumulative | Relative to | | Performance Level | Core EPS | Target | | Below Threshold | <$17.87 | 0 | | Threshold | $17.87 | 25% | | Target | $18.85 | 100% | | Maximum | ≥$19.85 | 200% |

  104. Performance Share Awards: Core EPS Metric

    If EIX’s Cumulative Core EPS for the three-year performance period is between $17.87 and $18.85 or between $18.85 and $19.85, then interpolation on a straight-line basis will be used to determinate payouts for performance between threshold (25%) and target (100%) or between target (100%) and maximum (200%). No shares are vested until the end of the full three-year performance period.

  105. Stock Options

    Stock Options Each stock option granted may be exercised to purchase one share of EIX Common Stock at an exercise price equal to the closing price of a share of EIX Common Stock on the grant date. Options vest ratably over a three-year period, subject to continued employment. Options have a ten-year term. The number of options granted to each NEO was determined by dividing the option award value approved by the Committee for that NEO by the grant date value of an option using a Black-Scholes Merton valuation model based on the same assumptions and principles used to determine the grant date fair value of options generally for purposes of EIX’s financial reporting.

  106. Restricted Stock Units

    Restricted Stock Units Each restricted stock unit awarded is a right to receive one share of EIX Common Stock after the vesting requirement of three years of continued service is satisfied. The restricted stock units for NEOs provide for reinvested dividend equivalents. For each dividend declared on EIX Common Stock, the NEO will be credited with an additional number of restricted stock units having a value equal to the dividend that would have been payable on the number of restricted stock units subject to the award. The restricted stock units credited as dividend equivalents have the same vesting and other terms and conditions as the original restricted stock units and are forfeited if the underlying units do not vest. The restricted stock units are paid in EIX Common Stock, a portion of which is used to the extent necessary to satisfy tax withholding obligations. The Committee may elect to pay any restricted stock units granted prior to 2025 in cash rather than shares of EIX Common Stock if and to the extent that payment in shares would exceed the applicable share limits of the EIX 2007 Performance Incentive Plan. The number of restricted stock units granted to each NEO was determined by dividing the award value approved by the Committee for that NEO by the closing price of a share of EIX Common Stock on the grant date. At payout, NEOs realize an increase or decrease in value (compared to the grant date value) commensurate with the increase or decrease in value realized by shareholders from changes in the stock price and dividends over the three-year vesting period.

  107. Timing of Grants of Equity Awards

    Timing of Grants of Equity Awards The Committee’s long-term incentive award review and approval process occurs in connection with the regularly scheduled meeting of the Board of Directors in February, and the dates of these meetings are generally determined at least two to three years in advance. The Committee does not schedule the approval or granting of long-term incentive awards in anticipation of the release of material non-public information (“MNPI”), and the Company does not time the release of MNPI based on the grant dates of our long-term incentive awards. The Committee approves annual and off-cycle long-term incentive awards as follows:

  108. Timing of Grants of Equity Awards

    | ● | Annual Long-Term Incentive Awards: At its February meeting, the Committee approves the dollar values and date of grant for the annual awards. Prior to 2024, the Committee’s practice was to approve a date of grant of March 1 (or the first trading day after March 1 when March 1 was not a trading day). Beginning in 2024, the grant date for annual equity awards is the latest among the following dates: (i) the opening date of the trading window after the filing of the Form 10-K by EIX and SCE for the prior fiscal year; (ii) March 1 but only if March 1 is a trading day; or (iii) the first trading day after March 1 if March 1 is not a trading day. The filing date of the Form 10-K is generally determined by the Company at least one to two years in advance. |

  109. Timing of Grants of Equity Awards

    | ● | Off-Cycle Long-Term Incentive Awards: The Committee also approves retention awards of RSUs and other off-cycle awards for individuals who are hired or promoted, or whose compensation is adjusted, following the February meeting and prior to the subsequent year’s February meeting. The practice of the Committee has been to establish as the date of grant for such off-cycle awards the last NYSE trading day during the quarter in which the pertinent event occurs. The Committee does not adjust this date of grant in the event that MNPI becomes known to the Committee prior to the date of grant of an off-cycle award. |

  110. Timing of Grants of Equity Awards

    The Committee approves at its February meeting the methodology for converting the long-term incentive award dollar values for both annual and off-cycle awards into a number of performance shares, stock options, and restricted stock units granted to each individual on the applicable date of grant. During fiscal year 2025, the Company did not grant stock options (or similar awards) to any named executive officer during any period beginning four business days before and ending one business day after the filing of our periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any MNPI.

  111. Tally Sheets

    | ● | Cash compensation (base pay and annual incentives); |

  112. Tally Sheets

    | ● | Long-term incentive award values (performance shares, stock options, and restricted stock units); and |

  113. Tally Sheets

    The tally sheets also provide the value realizable from vested and unexercised stock options, unvested long-term incentive awards, and other compensation in the event of a voluntary or an involuntary separation from service, death, or a change in control resulting in termination. The Committee also reviews additional information regarding long-term incentives, including stock program statistics on share usage, analysis of current exercise values of prior option grants, and a summary of current and past performance share results.

  114. Role of the Committee’s Independent Compensation Consultant

    Role of the Committee’s Independent Compensation Consultant The Committee retained Pay Governance to assist in evaluating executive officer compensation for 2025. Pay Governance’s assistance included helping the Committee identify industry trends and norms for executive compensation, reviewing and identifying appropriate peer group companies and pay surveys, and evaluating executive compensation data for these companies. All determinations regarding executive compensation were ultimately made by the Committee. During 2025, Pay Governance provided the following services:

  115. Role of the Committee’s Independent Compensation Consultant

    | ● | Provided presentations on executive compensation trends; |

  116. Role of the Committee’s Independent Compensation Consultant

    | ● | Conducted a competitive evaluation of total direct compensation for executives at EIX and its peers; |

  117. Role of the Committee’s Independent Compensation Consultant

    | ● | Reviewed Committee agendas and supporting materials before each meeting, and raised questions/issues with management and the Committee Chair, as appropriate; |

  118. Role of the Committee’s Independent Compensation Consultant

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  119. Role of the Committee’s Independent Compensation Consultant

    | ● | Conducted a risk assessment of the Company’s compensation programs; |

  120. Role of the Committee’s Independent Compensation Consultant

    | ● | Performed an analysis of the alignment between the Company’s realizable pay and performance relative to peers; |

  121. Role of the Committee’s Independent Compensation Consultant

    | ● | Provided an analysis of incentive plan design and metrics in the industry; |

  122. Role of the Committee’s Independent Compensation Consultant

    | ● | Conducted a competitive analysis of outside director compensation; |

  123. Role of the Committee’s Independent Compensation Consultant

    | ● | Reviewed drafts of the CD&A for the Proxy Statement and related compensation tables; and |

  124. Role of the Committee’s Independent Compensation Consultant

    | ● | Provided advice to the Committee on EIX CEO compensation at its February meeting, without review by the EIX CEO. |

  125. Role of the Committee’s Independent Compensation Consultant

    In addition, Pay Governance representatives attended Committee meetings and communicated directly with the Committee as needed. Pay Governance did not perform any services for the Company in 2025 unrelated to the Committee’s responsibilities for our compensation programs, and all interactions by the consultants with management were related to their work for the Committee and conducted in accordance with the directions of the Committee or its Chair. The Committee retains sole authority to hire its compensation consultant, approve its compensation, determine the nature and scope of its services, evaluate its performance, and terminate its engagement. Pursuant to SEC rules, the Committee assessed and determined that no conflict of interest exists with respect to the engagement of Pay Governance as the Committee’s compensation consultant.

  126. Use of Competitive Data

    Use of Competitive Data As discussed in What We Pay and Why: Elements of Total Direct Compensation, the Committee targets “market median” for comparable positions for each element of total direct compensation.(12) Although the Committee uses market median as a guide, the Committee exercises its judgment in setting each executive officer’s compensation levels and takes into account the executive officer’s individual performance, future potential, experience, internal equity, retention concerns, or other factors it considers relevant under the circumstances. The Committee used peer group data and data from Willis Towers Watson pay surveys to determine the market median for 2025. The peer group data was for companies in the PHLX Utility Sector Index, which has been used by the Committee since 2005 for benchmarking executive officer compensation and company performance. The Committee believes use of an established market index for peer group purposes is consistent with the way shareholders evaluate performance across companies within an industry.

  127. Use of Competitive Data

    | 12 | The term “market median” is used in this CD&A to mean the median level of pay, for that particular element of compensation and for comparable positions, based on peer group data and data from pay surveys provided by Willis Towers Watson. |

  128. Use of Competitive Data

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  129. 2025 Peer Group Companies – PHLX Utility Sector Index

    2025 Peer Group Companies – PHLX Utility Sector Index

  130. 2025 Peer Group Companies – PHLX Utility Sector Index

    | | 2025 | Market Cap | | | Revenues | As of Dec. 31, 2025 | | Peer Group | $ Millions | $ Millions | | AES Corporation | 12,233 | 10,212 | | Ameren | 8,799 | 27,012 | | American Electric Power | 21,875 | 61,586 | | American Water Works | 5,140 | 25,464 | | CenterPoint Energy | 9,357 | 25,031 | | Consolidated Edison | 16,918 | 35,848 | | Constellation Energy | 25,533 | 110,364 | | Dominion Energy | 16,506 | 50,031 | | DTE Energy | 15,814 | 26,787 | | Duke Energy | 32,237 | 91,150 | | Entergy | 12,947 | 41,279 | | Eversource Energy | 13,547 | 25,261 | | Exelon | 24,258 | 44,006 | | FirstEnergy | 15,090 | 25,838 | | NextEra Energy | 27,413 | 167,192 | | Pinnacle West | 5,340 | 10,617 | | Public Service Enterprise Group | 12,168 | 40,082 | | Southern Company | 29,552 | 95,937 | | WEC Energy Group | 9,800 | 34,306 | | Xcel Energy | 14,669 | 43,691 |

  131. 2025 Peer Group Companies – PHLX Utility Sector Index

    EIX is above the peer group median in revenues and below the peer group median in market capitalization. For calendar year 2025, EIX had revenues of $19.317 billion compared to the peer group median of $15.090 billion (ranking 7th out of the 21 companies in the PHLX Utility Sector Index), based on reported revenues. As of December 31, 2025 (the last NYSE trading day in 2025), EIX’s market capitalization was $23.095 billion, which ranked 19th out of the 21 companies in the PHLX Utility Sector Index. For comparison, EIX’s market capitalization as of December 31, 2024 was the median of the peer group. As part of the process of setting 2025 target total direct compensation for NEOs, Pay Governance provided the Committee with benchmarking data from peer group proxy statements. In addition, the Committee received base salary, target annual incentive, target long-term incentive grant value and target total compensation data from the Willis Towers Watson 2025 Energy Services and the Willis Towers Watson 2025 General Industry pay surveys. The pay survey data included compensation information from utilities, other publicly traded energy companies, and companies in other industries with comparable revenues, in order to reflect the range of the Company’s competitors for executive talent and provide a robust set of information to make compensation decisions. The pay survey data were presented to the Committee in aggregated form. The Committee does not consider the identities of the individual companies in the survey data to be material for its decision-making process, and the individual companies were not provided to the Committee.

  132. 2025 Peer Group Companies – PHLX Utility Sector Index

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  133. Risk Considerations

    | ● | Annual incentives are balanced with long-term incentives to lessen the risk that short-term objectives might be pursued to the detriment of long-term value creation; |

  134. Risk Considerations

    | ● | Goals for annual incentive programs are varied (not focused on just one metric), include safety and compliance goals, and are subject to Committee review and discretion as to the ultimate award payment for executives; |

  135. Risk Considerations

    | ● | Long-term incentive awards are subject to a multi-year vesting schedule; |

  136. Risk Considerations

    | ● | The ultimate value of equity grants is not solely dependent on stock price due to the use of relative TSR and Core EPS for performance shares; |

  137. Risk Considerations

    | ● | Annual incentive and performance share payouts are capped at 200% of target; |

  138. Severance and Change in Control Benefits

    Severance and Change in Control Benefits Our policy regarding severance protection for NEOs stems from its importance in retaining and recruiting executives. Executives have attractive opportunities with other companies or are recruited from well-compensated positions in other companies. We believe that offering severance benefits to an officer who is terminated without cause provides financial security to offset the risk of leaving another company to join us or foregoing an opportunity with another company. Severance benefits are not offered for resignation for “good reason,” except if a “change in control” occurs (these terms are defined in the EIX 2008 Executive Severance Plan (the “Severance Plan”)). In addition, the Severance Plan prohibits new employment, severance or separation arrangements with officers who are subject to Section 16 of the Securities Exchange Act of 1934 (“Section 16 officers”) that provide certain cash severance benefits in excess of 2.99 times the sum of the executive officer’s base salary plus target bonus without obtaining shareholder ratification. The current executive compensation plans offer additional benefits if a change in control of EIX occurs. We believe the occurrence, or expected occurrence, of a change-in-control transaction would create uncertainty regarding continued employment for NEOs. This uncertainty would result from the fact that many change-in-control transactions result in significant organizational changes, particularly at the senior executive level. To encourage the NEOs to remain employed with the Company during a time when their prospects for continued employment following the change in control would be uncertain, and to permit them to remain focused on the Company’s interests, NEOs are provided with enhanced severance benefits if their employment is terminated without cause or constructively terminated within a defined period of time around a change in control of EIX. Constructive termination (or a resignation for “good reason”) would include occurrences such as a material diminution in duties or salary, or a substantial relocation. Given that none of the NEOs has an employment agreement that provides for fixed positions or duties, or for a guaranteed base salary or annual incentive award, we believe a constructive termination severance trigger is needed to prevent an acquirer from having an incentive to constructively terminate an NEO’s employment to avoid paying any severance benefits. We do not provide excise tax gross-ups on change-in-control severance benefits for any of our executives. We do not believe NEOs should be entitled to receive their cash severance benefits merely because a change-in-control transaction occurs. Therefore, the payment of cash severance benefits is subject to a double-trigger where a termination without cause or constructive termination of employment must also occur before payment. However, if a change in control occurs where EIX is not the surviving corporation, and following the transaction, outstanding equity awards are not continued or assumed, then NEOs and other holders of awards under our equity incentive plan would receive immediate vesting of their outstanding equity awards as described under Potential Payments Upon Termination or Change in Control. We believe it is appropriate to fully vest equity awards in change-in-control situations where EIX is not the surviving corporation and the equity awards are not assumed, whether or not employment is terminated, because such a transaction ends the NEOs’ ability to realize any further value with respect to the equity awards. For detailed information on the estimated potential payments and benefits payable to NEOs if they terminate employment, including following a change in control of the Company, see Potential Payments Upon Termination or Change in Control.

  139. Compensation Recoupment Provisions

    Compensation Recoupment Provisions The Company adopted the Incentive Compensation Recoupment Policy for Accounting Restatements (the “Recoupment Policy”) in 2023 pursuant to the requirements of the NYSE listing standards implementing Rule 10D-1 of the Securities Exchange Act of 1934 (the “Clawback Rules”). The Recoupment Policy is filed as an exhibit to the Company’s Annual Report on Form 10-K. The Recoupment Policy applies to incentive-based compensation received by current and former Section 16 officers of the Company and SCE, executive officers of SCE and controllers of SCE (each, a “Covered Executive”). Recoupment of certain incentive-based compensation is required under the Recoupment Policy in the event that the Company or SCE is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. In general, in the event of such a financial restatement, Covered Executives would forfeit or return the amount of any incentive-based compensation that they received during the three fiscal years preceding the date of the restatement that the Committee determines exceeds the amount the executive would have received had the revised financial statement(s) been used to determine the compensation. The Committee is responsible for administering the Recoupment Policy consistent with the requirements of the Clawback Rules that apply to EIX, and in accordance with all applicable laws. In addition, the Company has adopted misconduct recoupment provisions (“Misconduct Recoupment Provisions”) to allow recoupment of annual and long-term incentive compensation from officers who are terminated or suspended without pay for “misconduct” to the extent such provisions, and their enforcement, are consistent with all applicable laws. “Misconduct” is generally defined to mean (1) the occurrence of any act or omission by the executive that could reasonably be expected to result in (or has resulted in) such executive’s conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or for any indictable offense or crime involving moral turpitude; (2) the executive’s commission of an act of fraud, embezzlement, misappropriation, or breach of fiduciary duty against EIX or its affiliates or any of their officers, directors, employees, customers, suppliers, insurers or agents; or (3) any violation by the executive of a provision of the applicable code of conduct. The Misconduct Recoupment Provisions apply to annual and long-term incentive compensation (i.e., annual cash incentives, stock options and time-based and performance-based equity awards) awarded to all Vice Presidents and more senior officers of the Company and SCE.

  140. Summary Compensation Table – Fiscal Years 2023, 2024 and 2025

    Summary Compensation Table – Fiscal Years 2023, 2024 and 2025 The table immediately below presents information in columns (a) – (j) regarding the compensation of our NEOs in accordance with SEC requirements. The total compensation presented below in column (j) does not necessarily reflect the actual total compensation received by our NEOs:

  141. Summary Compensation Table – Fiscal Years 2023, 2024 and 2025

    | ● | The amounts under “Stock Awards” and “Option Awards” do not represent the actual amounts paid to or realized by our NEOs for these awards during 2023-2025 but represent the aggregate grant date fair value of awards granted in those years as determined for financial reporting purposes. |

  142. Summary Compensation Table – Fiscal Years 2023, 2024 and 2025

    | ● | The amounts under “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” reporting a change in pension value do not reflect amounts paid to or realized by our NEOs during the years included in the table. The change in pension value amounts are based on accounting rules and incorporate changes in discount rates and other assumptions that are outside the control of the Committee and may not reflect the actual amounts that ultimately will be paid to the individual, since the assumptions used for pension plan benefit accruals and payments may differ from assumptions used for accounting purposes and may change from time to time. |

  143. Summary Compensation Table – Fiscal Years 2023, 2024 and 2025

    | ● | The significant increases shown for 2025 in “All Other Compensation” for Messrs. Pizarro and Powell and Ms. Anderson are due almost entirely to security services to address business-related security concerns rather than amounts paid to or realized by those NEOs. Given the nature of the security concerns and costs, as discussed in detail under Perquisites in the CD&A above, the Company does not consider the security services to be a perquisite. |

  144. Summary Compensation Table – Fiscal Years 2023, 2024 and 2025

    While not required by SEC requirements, we have included an “Adjusted Total” compensation column that provides important supplemental information by showing “SEC Total” compensation (column (j)) minus the following amounts:

  145. Summary Compensation Table – Fiscal Years 2023, 2024 and 2025

    | ● | The amounts reported in “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” (column (h)) relating to changes in pension value; and |

  146. Summary Compensation Table – Fiscal Years 2023, 2024 and 2025

    | ● | The amounts for security services included in “All Other Compensation” (column (i)). |

  147. Summary Compensation Table – Fiscal Years 2023, 2024 and 2025

    The “Adjusted Total” column is not a substitute for the amounts required to be reported in the “SEC Total” column (column (j)) pursuant to SEC regulations.

  148. Summary Compensation Table – Fiscal Years 2023, 2024 and 2025

    | | | | | | | | Change in | | | | | | | | | | | | Pension | | | | | | | | | | | | Value and | | | | | | | | | | | | Non-Qualified | | | | | | | | | | | Non-Equity | Deferred | | | | | | | | | Stock | Option | Incentive Plan | Compensation | All Other | SEC | Adjusted | | Name and | | Salary | Bonus(1) | Awards(2) | Awards(3) | Compensation | Earnings(4) | Compensation(5) | Total | Total | | Principal Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | | Pedro J. Pizarro | 2025 | 1,417,041 | — | 7,242,093 | 2,414,006 | 1,606,926 | 2,124,680 | 1,739,813 | 16,544,559 | 12,711,066 | | EIX President and CEO | 2024 | 1,400,000 | — | 6,982,599 | 2,327,506 | 1,795,500 | 1,225,053 | 78,913 | 13,809,571 | 12,536,305 | | | 2023 | 1,396,538 | — | 6,825,189 | 2,275,001 | 1,849,365 | 2,505,218 | 29,800 | 14,881,111 | 12,384,852 | | Maria Rigatti | 2025 | 842,603 | — | 1,928,573 | 642,819 | 1,211,410 | 394,280 | 21,000 | 5,040,685 | 4,646,405 | | EIX EVP and CFO | 2024 | 796,557 | — | 1,650,138 | 550,004 | 742,900 | 736,833 | 20,700 | 4,497,132 | 3,760,299 | | | 2023 | 765,962 | — | 1,530,412 | 510,137 | 741,549 | 1,129,358 | 19,800 | 4,697,218 | 3,570,759 | | Chonda J. Nwamu | 2025 | 544,973 | 914,000 | 1,848,054 | 616,006 | 635,541 | 21,222 | 530,940 | 5,110,736 | 5,089,514 | | EIX EVP and General Counsel | | | | | | | | | | | | Steven D. Powell | 2025 | 838,164 | — | 1,928,573 | 642,819 | 628,872 | 979,309 | 1,530,232 | 6,547,969 | 4,067,653 | | SCE President and CEO | 2024 | 763,689 | — | 1,501,591 | 500,510 | 634,865 | 478,489 | 71,674 | 3,950,818 | 3,426,266 | | | 2023 | 707,500 | — | 1,394,348 | 464,761 | 594,683 | 819,612 | 23,225 | 4,004,129 | 3,185,650 | | Jill C. Anderson | 2025 | 552,603 | — | 808,630 | 269,504 | 346,981 | 112,673 | 1,420,620 | 3,511,011 | 2,019,718 | | SCE EVP and COO | | | | | | | | | | |

  149. Summary Compensation Table – Fiscal Years 2023, 2024 and 2025

    | (1) Ms. Nwamu became the EVP, General Counsel of EIX, effective April 9, 2025. The amount set forth in the “Bonus” column reflects the first cash award of the replacement cash awards that Ms. Nwamu was provided to compensate her for incentive awards forfeited upon leaving her prior employer in |

  150. Summary Compensation Table – Fiscal Years 2023, 2024 and 2025

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  151. Summary Compensation Table – Fiscal Years 2023, 2024 and 2025

    | order to accept EIX’s offer of employment. See Nwamu Recruitment Cash Awards in the CD&A above for additional information regarding this cash bonus. |

  152. Summary Compensation Table – Fiscal Years 2023, 2024 and 2025

    | (2) Stock awards consist of performance shares and restricted stock units granted under the 2007 Performance Incentive Plan in the year indicated. The performance share and restricted stock unit amounts shown in the Summary Compensation Table reflect the aggregate grant date fair value of these awards computed in accordance with FASB ASC Topic 718. For performance shares, the value is reported as of the grant date based on the probable outcome of performance conditions, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. For a discussion of the assumptions and methodologies used to calculate these amounts, see the discussion contained in (i) Note 9 (Compensation and Benefit Plans) to Consolidated Financial Statements, included as part of the Company’s 2025 Annual Report and (ii) similar Notes to the Company’s Consolidated Financial Statements for prior years when the awards were granted. |

  153. Summary Compensation Table – Fiscal Years 2023, 2024 and 2025

    The table below shows the maximum grant date value of the performance share awards included in the Summary Compensation Table assuming achievement of the highest level of performance conditions. The performance period for the 2023 performance share awards ended on December 31, 2025. EIX’s TSR for this performance period was below the threshold required for payout of the TSR performance shares granted in 2023; per SEC rules, the maximum grant date value is shown in the table below despite the 2023 performance shares terminating for no value. The performance periods for the 2024 and 2025 performance shares have not ended.

  154. Summary Compensation Table – Fiscal Years 2023, 2024 and 2025

    | | Maximum | Maximum | Maximum | | | Performance Share | Performance Share | Performance Share | | | Potential as of | Potential as of | Potential as of | | | Grant Date for 2025 | Grant Date for 2024 | Grant Date for 2023 | | | Awards | Awards | Awards | | Name | ($) | ($) | ($) | | Pedro J. Pizarro | 9,656,130 | 9,310,159 | 9,100,271 | | Maria Rigatti | 2,571,455 | 2,200,204 | 2,040,560 | | Chonda J. Nwamu | 2,464,106 | — | — | | Steven D. Powell | 2,571,455 | 2,002,136 | 1,859,118 | | Jill C. Anderson | 1,078,157 | — | — |

  155. Summary Compensation Table – Fiscal Years 2023, 2024 and 2025

    | (3) Option awards consist of non-qualified stock options granted under the 2007 Performance Incentive Plan in the year indicated. The option amounts shown in the Summary Compensation Table reflect the aggregate grant date fair value of these awards computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions and methodologies used to calculate these amounts, see the discussion of options contained in (i) Note 9 (Compensation and Benefit Plans) to Consolidated Financial Statements, included as part of the Company’s 2025 Annual Report and (ii) similar Notes to the Company’s Consolidated Financial Statements for prior years when the awards were granted. |

  156. Summary Compensation Table – Fiscal Years 2023, 2024 and 2025

    | (4) The reported amounts for 2025 represent the aggregate change in the actuarial present value of the accumulated benefit under the SCE Retirement Plan and the EIX Executive Retirement Plan. See Pension Benefits Table below for an explanation of pension benefit formulas. |

  157. Summary Compensation Table – Fiscal Years 2023, 2024 and 2025

    | (5) The amounts reported for 2025 in the “All Other Compensation” column include the following perquisites and other items of compensation provided to the NEOs in 2025: |

  158. Summary Compensation Table – Fiscal Years 2023, 2024 and 2025

    | | Contributions | | | | | | | to 401(k) | Relocation | | Charitable | | | | Plan(a) | Assistance(b) | Security(c) | Giving(d) | Total | | Name | ($) | ($) | ($) | ($) | ($) | | Pedro J. Pizarro | 21,000 | — | 1,708,813 | 10,000 | 1,739,813 | | Maria Rigatti | 21,000 | — | — | — | 21,000 | | Chonda J. Nwamu | 17,500 | 513,440 | — | — | 530,940 | | Steven D. Powell | 21,000 | — | 1,501,007 | 8,225 | 1,530,232 | | Jill C. Anderson | 42,000 | — | 1,378,620 | — | 1,420,620 |

  159. Summary Compensation Table – Fiscal Years 2023, 2024 and 2025

    | a. | Represents company matching contributions to the 401(k) plan for Messrs. Pizarro and Powell and Mses. Rigatti and Anderson and fixed profit-sharing contributions from the company to the 401(k) plan for Mses. Nwamu and Anderson. |

  160. Summary Compensation Table – Fiscal Years 2023, 2024 and 2025

    | b. | Represents relocation expenses provided in accordance with company policies for eligible employees. |

  161. Summary Compensation Table – Fiscal Years 2023, 2024 and 2025

    | c. | Represents the costs of security services to address business-related security concerns. See Perquisites in the CD&A above for additional information regarding these security costs. |

  162. Summary Compensation Table – Fiscal Years 2023, 2024 and 2025

    | d. | Represents charitable matching gifts under the Director Matching Gift Program described in footnote (4) to the Director Compensation Table above. |

  163. Summary Compensation Table – Fiscal Years 2023, 2024 and 2025

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  164. Grants of Plan-Based Awards Table – Fiscal Year 2025

    Grants of Plan-Based Awards Table – Fiscal Year 2025 The following table presents information regarding the incentive plan awards granted to our NEOs during 2025.

  165. Grants of Plan-Based Awards Table – Fiscal Year 2025

    | | | | Estimated Future Payouts | | | Estimated Future Payouts | | | | | | | | | | | Under Non-Equity Incentive | | | Under Equity Incentive | | | All Other | All Other | | Grant | | | | | Plan Awards(1) | | | Plan Awards(2) | | | Stock | Option | | Date Fair | | | | | | | | Threshold | Target | Maximum | Awards: | Awards: | Exercise | Value | | | | | | | | Number | Number | Number | Number | Number of | or Base | of Stock | | | | | | | | of Shares | of Shares | of Shares | of Shares | Securities | Price of | and | | | | Date of | | | | of Stock | of Stock | of Stock | of Stock | Underlying | Option | Option | | | Grant | Committee | Threshold | Target | Maximum | or Units | or Units | or Units | or Units | Options | Awards | Awards(3) | | Name | Date | Action | ($) | ($) | ($) | (#) | (#) | (#) | (#) | (#) | ($/Sh) | ($) | | (a) | (b) | | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | Pedro J. Pizarro | | | | | | | | | | | | | | TSR Performance Shares | 3/3/2025 | 2/26/2025 | | | | 8,457 | 33,829 | 67,658 | | | | 2,414,037 | | EPS Performance Shares | 3/3/2025 | 2/26/2025 | | | | 10,919 | 43,677 | 87,354 | | | | 2,414,028 | | Stock Options | 3/3/2025 | 2/26/2025 | | | | | | | | 306,346 | 55.27 | 2,414,006 | | Restricted Stock Units | 3/3/2025 | 2/26/2025 | | | | | | | 43,677 | | | 2,414,028 | | Annual Incentive | | | | 1,913,007 | 3,826,014 | | | | | | | | | Maria Rigatti | | | | | | | | | | | | | | TSR Performance Shares | 3/3/2025 | 2/26/2025 | | | | 2,252 | 9,009 | 18,018 | | | | 642,882 | | EPS Performance Shares | 3/3/2025 | 2/26/2025 | | | | 2,908 | 11,631 | 23,262 | | | | 642,845 | | Stock Options | 3/3/2025 | 2/26/2025 | | | | | | | | 81,576 | 55.27 | 642,819 | | Restricted Stock Units | 3/3/2025 | 2/26/2025 | | | | | | | 11,631 | | | 642,845 | | Annual Incentive | | | | 752,429 | 1,504,857 | | | | | | | | | Chonda J. Nwamu | | | | | | | | | | | | | | TSR Performance Shares | 6/30/2025 | 2/4/2025 | | | | 2,545 | 10,181 | 20,362 | | | | 616,052 | | EPS Performance Shares | 6/30/2025 | 2/4/2025 | | | | 2,985 | 11,938 | 23,876 | | | | 616,001 | | Stock Options | 6/30/2025 | 2/4/2025 | | | | | | | | 92,772 | 51.60 | 616,006 | | Restricted Stock Units | 6/30/2025 | 2/4/2025 | | | | | | | 11,938 | | | 616,001 | | Annual Incentive | | | | 463,222 | 926,445 | | | | | | | | | Steven D. Powell | | | | | | | | | | | | | | TSR Performance Shares | 3/3/2025 | 2/26/2025 | | | | 2,252 | 9,009 | 18,018 | | | | 642,882 | | EPS Performance Shares | 3/3/2025 | 2/26/2025 | | | | 2,908 | 11,631 | 23,262 | | | | 642,845 | | Stock Options | 3/3/2025 | 2/26/2025 | | | | | | | | 81,576 | 55.27 | 642,819 | | Restricted Stock Units | 3/3/2025 | 2/26/2025 | | | | | | | 11,631 | | | 642,845 | | Annual Incentive | | | | 748,657 | 1,497,314 | | | | | | | | | Jill C. Anderson | | | | | | | | | | | | | | TSR Performance Shares | 3/3/2025 | 2/26/2025 | | | | 944 | 3,777 | 7,554 | | | | 269,527 | | EPS Performance Shares | 3/3/2025 | 2/26/2025 | | | | 1,219 | 4,877 | 9,754 | | | | 269,552 | | Stock Options | 3/3/2025 | 2/26/2025 | | | | | | | | 34,201 | 55.27 | 269,504 | | Restricted Stock Units | 3/3/2025 | 2/26/2025 | | | | | | | 4,877 | | | 269,552 | | Annual Incentive | | | | 359,193 | 718,387 | | | | | | | |

  166. Grants of Plan-Based Awards Table – Fiscal Year 2025

    | (1) Maximum amounts reported reflect 200% of the applicable annual incentive target under the EICP. For information regarding the description of performance-based conditions under the EICP, see Annual Incentive Awards in the CD&A above. |

  167. Grants of Plan-Based Awards Table – Fiscal Year 2025

    | (2) One-half of each NEO’s 2025 performance share award value was granted in performance shares subject to a TSR vesting metric and the other half of the award value was granted in performance shares subject to an EPS vesting metric. The TSR and EPS components of each NEO’s award are subject to different threshold and other vesting requirements. In order to reflect these differences, the table above reports the TSR and EPS components of each NEO’s 2025 performance share award as separate awards. See Long-Term Incentive Awards in the CD&A above and Potential Payments on Termination or Change in Control below for information regarding the terms of the awards, the description of performance-based vesting conditions, the criteria for determining the amounts payable, and the consequences of a termination of employment in certain circumstances. |

  168. Grants of Plan-Based Awards Table – Fiscal Year 2025

    | (3) The amounts shown for performance shares, options, and restricted stock units represent the grant date fair value of the awards granted in 2025 determined in accordance with FASB ASC Topic 718. There is no guarantee that, if and when the awards vest, they will have this value. Assumptions used in the calculation of these amounts are referenced in footnotes (2) and (3) to the Summary Compensation Table. |

  169. Grants of Plan-Based Awards Table – Fiscal Year 2025

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  170. Outstanding Equity Awards Table – Fiscal Year-End 2025

    Outstanding Equity Awards Table – Fiscal Year-End 2025 The following table presents information regarding the outstanding equity awards held by our NEOs at the end of 2025.

  171. Outstanding Equity Awards Table – Fiscal Year-End 2025

    | | | Option Awards | | | | Stock Awards | | | | | | | | | | | | | Equity | Equity | | | | | | | | | | Incentive | Incentive | | | | | | | | | | Plan Awards: | Plan Awards: | | | | | | | | | Market | Number of | Market or | | | | Number of | Number of | | | Number | Value of | Unearned | Payout Value of | | | | Securities | Securities | | | of Shares | Shares or | Shares, | Unearned Shares, | | | | Underlying | Underlying | | | or Units of | Units of | Units or | Units or Other | | | | Unexercised | Unexercised | Option | | Stock That | Stock That | Other Rights | Rights That | | | | Options | Options | Exercise | Option | Have Not | Have Not | That Have | Have Not | | | Grant | Exercisable(1) | Unexercisable(1) | Price | Expiration | Vested(2) | Vested(2)(3) | Not Vested(4) | Vested(3)(4) | | Name | Date | (#) | (#) | ($) | Date | (#) | ($) | (#) | ($) | | (a) | | (b) | (c) | (e) | (f) | (g) | (h) | (i) | (j) | | Pedro J. Pizarro | 3/1/2016 | 116,785 | — | 66.88 | 1/2/2026 | — | — | — | — | | | 9/30/2016 | 75,836 | — | 72.25 | 1/2/2026 | — | — | — | — | | | 3/1/2017 | 249,942 | — | 79.38 | 1/4/2027 | — | — | — | — | | | 3/1/2018 | 373,476 | — | 60.78 | 1/3/2028 | — | — | — | — | | | 3/5/2019 | 402,500 | — | 62.50 | 1/2/2029 | — | — | — | — | | | 3/5/2020 | 451,187 | — | 69.01 | 1/2/2030 | — | — | — | — | | | 3/1/2021 | 529,606 | — | 54.91 | 1/2/2031 | — | — | — | — | | | 3/1/2022 | 221,863 | — | 63.65 | 1/2/2032 | — | — | — | — | | | 3/1/2023 | 119,895 | 59,947 | 64.59 | 1/3/2033 | 40,199 | 2,412,758 | — | — | | | 3/1/2024 | 58,422 | 116,842 | 66.55 | 1/3/2034 | 38,217 | 2,293,804 | 84,537 | 5,073,896 | | | 3/3/2025 | — | 306,346 | 55.27 | 1/2/2035 | 45,772 | 2,747,260 | 162,449 | 9,750,173 | | Maria Rigatti | 3/1/2016 | 22,103 | — | 66.88 | 1/2/2026 | — | — | — | — | | | 9/30/2016 | 22,294 | — | 72.25 | 1/2/2026 | — | — | — | — | | | 3/1/2017 | 60,197 | — | 79.38 | 1/4/2027 | — | — | — | — | | | 3/1/2018 | 88,537 | — | 60.78 | 1/3/2028 | — | — | — | — | | | 3/5/2019 | 104,092 | — | 62.50 | 1/2/2029 | — | — | — | — | | | 3/5/2020 | 111,285 | — | 69.01 | 1/2/2030 | — | — | — | — | | | 3/1/2021 | 122,923 | — | 54.91 | 1/2/2031 | — | — | — | — | | | 3/1/2022 | 48,356 | — | 63.65 | 1/2/2032 | — | — | — | — | | | 3/1/2023 | 26,885 | 13,442 | 64.59 | 1/3/2033 | — | — | — | — | | | 3/1/2024 | 13,806 | 27,610 | 66.55 | 1/3/2034 | — | — | 19,978 | 1,199,059 | | | 3/3/2025 | — | 81,576 | 55.27 | 1/2/2035 | — | — | 43,260 | 2,596,490 | | Chonda J. Nwamu | 6/30/2025 | — | 92,772 | 51.60 | 1/2/2035 | 12,321 | 739,482 | 45,656 | 2,740,257 |

  172. Outstanding Equity Awards Table – Fiscal Year-End 2025

    | 64 2026 Proxy Statement | www.edison.com |

  173. Outstanding Equity Awards Table – Fiscal Year-End 2025

    | | | Option Awards | | | | Stock Awards | | | | | | | | | | | | | Equity | Equity | | | | | | | | | | Incentive | Incentive | | | | | | | | | | Plan Awards: | Plan Awards: | | | | | | | | | Market | Number of | Market or | | | | Number of | Number of | | | Number | Value of | Unearned | Payout Value of | | | | Securities | Securities | | | of Shares | Shares or | Shares, | Unearned Shares, | | | | Underlying | Underlying | | | or Units of | Units of | Units or | Units or Other | | | | Unexercised | Unexercised | Option | | Stock That | Stock That | Other Rights | Rights That | | | | Options | Options | Exercise | Option | Have Not | Have Not | That Have | Have Not | | | Grant | Exercisable(1) | Unexercisable(1) | Price | Expiration | Vested(2) | Vested(2)(3) | Not Vested(4) | Vested(3)(4) | | Name | Date | (#) | (#) | ($) | Date | (#) | ($) | (#) | ($) | | (a) | | (b) | (c) | (e) | (f) | (g) | (h) | (i) | (j) | | Steven D. Powell | 3/1/2016 | 8,328 | — | 66.88 | 1/2/2026 | — | — | — | — | | | 3/1/2017 | 7,763 | — | 79.38 | 1/4/2027 | — | — | — | — | | | 3/1/2018 | 10,183 | — | 60.78 | 1/3/2028 | — | — | — | — | | | 9/28/2018 | 1,425 | — | 67.68 | 1/3/2028 | — | — | — | — | | | 3/5/2019 | 14,616 | — | 62.50 | 1/2/2029 | — | — | — | — | | | 9/30/2019 | 5,184 | — | 75.42 | 1/2/2029 | — | — | — | — | | | 3/5/2020 | 29,441 | — | 69.01 | 1/2/2030 | — | — | — | — | | | 3/1/2021 | 49,343 | — | 54.91 | 1/2/2031 | — | — | — | — | | | 12/31/2021 | 9,639 | — | 68.25 | 1/2/2031 | — | — | — | — | | | 3/1/2022 | 38,652 | — | 63.65 | 1/2/2032 | — | — | — | — | | | 3/1/2023 | 24,494 | 12,246 | 64.59 | 1/3/2033 | 8,213 | 492,922 | — | — | | | 3/1/2024 | 12,563 | 25,126 | 66.55 | 1/3/2034 | 8,218 | 493,272 | 18,179 | 1,091,121 | | | 3/3/2025 | — | 81,576 | 55.27 | 1/2/2035 | 12,189 | 731,584 | 43,260 | 2,596,490 | | Jill C. Anderson | 3/1/2018 | 8,720 | — | 60.78 | 1/3/2028 | — | — | — | — | | | 3/5/2019 | 10,296 | — | 62.50 | 1/2/2029 | — | — | — | — | | | 9/30/2019 | 1,528 | — | 75.42 | 1/2/2029 | — | — | — | — | | | 3/5/2020 | 15,557 | — | 69.01 | 1/2/2030 | — | — | — | — | | | 3/1/2021 | 20,471 | — | 54.91 | 1/2/2031 | — | — | — | — | | | 12/31/2021 | 2,761 | — | 68.25 | 1/2/2031 | — | — | — | — | | | 3/1/2022 | 13,386 | — | 63.65 | 1/2/2032 | — | — | — | — | | | 3/1/2023 | 7,590 | 3,794 | 64.59 | 1/3/2033 | 2,545 | 152,754 | — | — | | | 3/1/2024 | 4,802 | 9,600 | 66.55 | 1/3/2034 | 3,141 | 188,494 | 6,947 | 416,947 | | | 3/3/2025 | — | 34,201 | 55.27 | 1/2/2035 | 5,111 | 306,761 | 18,138 | 1,088,664 |

  174. Outstanding Equity Awards Table – Fiscal Year-End 2025

    | (1) Subject to each NEO’s continued employment, each unvested stock option grant becomes vested in three equal annual installments, with the first installment vesting on January 2 in the year following the year in which the grant occurs and the remaining installments vesting on the anniversaries of that date thereafter (if January 2 falls on a holiday or weekend, then vesting occurs either on the preceding business day or the next business day on which the New York Stock Exchange is open, depending on the terms applicable to the grant). |

  175. Outstanding Equity Awards Table – Fiscal Year-End 2025

    | (2) Subject to each NEO’s continued employment, restricted stock units become vested and payable on January 2 at the end of a three-year vesting period beginning with the year in which the grant occurs (if January 2 falls on a holiday or weekend, then vesting occurs on the next business day on which the New York Stock Exchange is open). |

  176. Outstanding Equity Awards Table – Fiscal Year-End 2025

    | (3) The values shown in columns (h) and (j) of the table are determined by multiplying the number of shares or units reported in column (g) or (i), respectively, by the closing price of EIX Common Stock on December 31, 2025 (the last NYSE trading day in 2025). |

  177. Outstanding Equity Awards Table – Fiscal Year-End 2025

    | (4) Subject to each NEO’s continued employment, approximately half of each NEO’s 2024 and 2025 performance share grants become earned and vested based on EIX’s comparative TSR during the relevant three-year performance period (“TSR Performance Shares”) and the remainder become earned and vested based on achievement measured against a Core EPS metric (“EPS Performance Shares”). EPS Performance Shares granted in 2024 become earned and vested based on EIX’s average annual Core EPS measured against target levels for the three calendar years in the relevant performance period. EPS Performance Shares granted in 2025 become earned and vested based on full three-year Cumulative Core EPS measured against threshold, target and maximum levels established as of the grant date. The number of performance shares included for each NEO in column (i) of the table above is the aggregate number of shares that may become earned if (i) for the TSR Performance Shares granted in 2024, EIX’s TSR for the 2024-2026 performance period turns out to be at the 25th percentile of the comparison group of companies, (ii) for the TSR Performance Shares granted in 2025, EIX’s TSR for the 2025-2027 performance periods turns out to be at the 75th percentile of the comparison group of companies or greater, (iii) for the EPS Performance Shares granted in 2024, EIX’s Core EPS turns out to be equal to or greater than 120% of the target level each year in the performance period; and (iv) for the EPS Performance Shares granted in 2025, EIX’s full three-year Cumulative Core EPS turns out to be equal to or greater than $19.85. These represent threshold performance for the 2024 TSR performance Shares (i.e., 25% of target) and maximum performance for the 2025 TSR Performance Shares and the 2024 and 2025 EPS Performance Shares (i.e., 200% of target) for purposes of calculating the number of Performance Shares that may become payable (including shares added by reinvestment of dividend equivalents). These payout assumptions are presented in accordance with SEC guidance and are provided only for purposes of illustration as of December 31, 2025 and not as an expectation or projection about the future. They do not reflect developments since December 31, 2025. |

  178. Outstanding Equity Awards Table – Fiscal Year-End 2025

    | www.edison.com | 2026 Proxy Statement 65 |

  179. Option Exercises and Stock Vested Table – Fiscal Year 2025

    Option Exercises and Stock Vested Table – Fiscal Year 2025 The following table presents information regarding the exercise of stock options by our NEOs and vesting of stock awards during 2025. The stock awards listed in the following table represent the value realized on the vesting of restricted stock units during 2025, and the value realized on the vesting of 2023 performance share awards payable for the 2023-2025 performance period.

  180. Option Exercises and Stock Vested Table – Fiscal Year 2025

    | | Option Awards | | Stock Awards | | | | Number of | | Number of | | | | Shares Acquired | Value Realized | Shares Acquired | Value Realized | | | on Exercise | on Exercise(1) | on Vesting(2) | on Vesting(2)(3) | | Name | (#) | ($) | (#) | ($) | | (a) | (b) | (c) | (d) | (e) | | Pedro J. Pizarro | 111,608 | 1,818,094 | 85,828 | 5,926,894 | | Maria Rigatti | 22,500 | 366,525 | 22,735 | 1,363,802 | | Chonda J. Nwamu | — | — | — | — | | Steven D. Powell | 6,925 | 112,808 | 16,368 | 1,117,496 | | Jill C. Anderson | — | — | 5,319 | 366,012 |

  181. Option Exercises and Stock Vested Table – Fiscal Year 2025

    | (1) The value realized on exercise of stock options equals the difference between (i) the market price of EIX Common Stock on the exercise date and (ii) the exercise price of those options, multiplied by the number of shares as to which the options were exercised. |

  182. Option Exercises and Stock Vested Table – Fiscal Year 2025

    | (2) This column (d) includes shares of EIX Common Stock issuable upon the vesting of (i) restricted stock units granted to Messrs. Pizarro and Powell and Ms. Anderson in 2022 that vested on January 2, 2025 and (ii) performance shares granted in 2023 to all of the NEOs that vested on December 31, 2025, other than Ms. Nwamu who was not employed by the Company in 2023. Ms. Rigatti was retirement-eligible during all of 2025. Thus, the amounts reported in this column (d) include 11,369 shares subject to restricted stock units granted to Ms. Rigatti in 2025, including dividend equivalents, that are considered vested for this purpose because the units would have been payable in accordance with the retirement provisions of the awards had Ms. Rigatti elected to retire on December 31, 2025 (the “Retirement Vested RSUs”). In accordance with applicable SEC rules, these Retirement Vested RSUs are also reported as 2025 registrant contributions in the Non-Qualified Deferred Compensation Table below because, while the units vested or are considered to have vested for certain purposes, they were not yet payable on December 31, 2025. |

  183. Option Exercises and Stock Vested Table – Fiscal Year 2025

    | (3) The values in this column (e) are based on the market prices of EIX Common Stock on January 2, 2025 (as to awards that vested on that date) and December 31, 2025 (the last NYSE trading day in 2025 as to the Retirement Vested RSUs described in footnote (2) above) which were $80.01 and $60.02, respectively. For Ms. Rigatti, the portion of the amounts attributable to her 2025 Retirement Vested RSUs described in footnote (2) is $682,367. |

  184. Pension Benefits Table

    Pension Benefits Table The following table presents information regarding the present value of accumulated benefits that may become payable to, and payments made to, our NEOs under the qualified and non-qualified defined-benefit pension plans sponsored by SCE or EIX. Mses. Nwamu and Anderson are not eligible to participate in the SCE Retirement Plan.

  185. Pension Benefits Table

    | | | Number of | Present | | | | | Years | Value of | Payments | | | | Credited | Accumulated | During Last | | | | Service(1) | Benefit(2) | Fiscal Year(3) | | Name | Plan Name | (#) | ($) | ($) | | (a) | (b) | (c) | (d) | (e) | | Pedro J. Pizarro | SCE Retirement Plan | 26.2 | 958,404 | — | | | Executive Retirement Plan | 26 | 18,452,007 | — | | Maria Rigatti | SCE Retirement Plan | 26.2 | 1,060,531 | — | | | Executive Retirement Plan | 26 | 7,003,879 | 21,315 | | Chonda J. Nwamu | SCE Retirement Plan | — | — | — | | | Executive Retirement Plan | 1 | 21,222 | — | | Steven D. Powell | SCE Retirement Plan | 25.5 | 441,494 | — | | | Executive Retirement Plan | 26 | 3,481,240 | — | | Jill C. Anderson | SCE Retirement Plan | — | — | — | | | Executive Retirement Plan | 8 | 327,791 | — |

  186. Pension Benefits Table

    | (1) The years of credited service are presented as of December 31, 2025 and reflect all years of credited service with EIX and its affiliates, |

  187. Pension Benefits Table

    | (2) The amounts reported in column (d) for “Present Value of Accumulated Benefit” (“PVAB”) are actuarial estimates of the present value of each NEO’s accumulated benefits under the SCE Retirement Plan and the Executive Retirement Plan, using the same measurement date (December 31, 2025) and material assumptions used for year-end 2025 financial reporting purposes, except that it is assumed for purposes of the amounts reported in column (d) that each NEO retires at the later of December 31, 2025, 5 years of service, or age 61, the youngest age at which an unreduced retirement benefit is |

  188. Pension Benefits Table

    | 66 2026 Proxy Statement | www.edison.com |

  189. Pension Benefits Table

    | available from the SCE Retirement Plan and the Executive Retirement Plan. The following assumptions were used to calculate the PVAB: (i) discount rate of 5.44% for the SCE Retirement Plan and 4.95% for the Executive Retirement Plan; (ii) the Pri-2012 White Collar Mortality Table projected with the MP-2021 projection table; (iii) 85% of benefits under the SCE Retirement Plan are paid in the form of a lump sum and 15% are paid in the form of a single life annuity, while 100% of benefits under the Executive Retirement Plan are paid in the form of a lump sum; and (iv) lump sum amounts are determined using an interest rate of 5.44%. |

  190. Pension Benefits Table

    | (3) Payments were made to Ms. Rigatti in accordance with plan terms pursuant to her 2014 termination of employment from Edison Mission Energy, an indirect wholly owned subsidiary of EIX that in 2014 had substantially all of its assets and liabilities discharged in bankruptcy or transferred to third parties. These payments were reflected in the 2025 change in pension value amount reported in footnote (4) to the Summary Compensation Table. |

  191. Grandfathered Benefits

    Grandfathered Benefits Eligible participants (at least age 50 or with 60 combined age and service points as of March 31, 1999) are considered “grandfathered” and accrue benefits under prior plan formulas. Upon separation, the grandfathered participant will be eligible to receive the greater of the benefit calculated under the prior plan formulas (offset by any profit sharing account balance in the 401(k) Plan) or the value of the new cash balance account. An actuarial reduction of the normal age 65 benefit applies if a grandfathered participant either terminates prior to age 55 and commences benefits prior to age 65, or retires and commences benefits after attaining age 55 but prior to age 61. The pension benefit commencing at age 55 for an employee terminating prior to age 55 with at least five years of service is 53.6% of the normal age 65 benefit, while the pension benefit commencing at age 55 for an employee retiring at age 55 with at least five years of service is 77% of the normal age 65 benefit. Lower early retirement reductions are applied for benefit commencement after age 55 but prior to age 61. An unreduced early retirement benefit is available from age 61 through age 64. No NEO is eligible for grandfathered benefits under the SCE Retirement Plan.

  192. Payment of Plan Benefits

    Payment of Plan Benefits Benefits that become payable under the grandfathered plan document are generally payable as follows. Upon a vested participant’s retirement at or after age 55 or death, the normal form of benefit is a life annuity, paid monthly, with a 50% spousal survivor benefit following the death of the participant (if the surviving spouse is more than five years younger than the participant, the spousal benefit will be reduced to an amount less than 50% of the pre-death benefit to account for the longer projected payout period). The cost of this spousal survivor benefit is fully subsidized by EIX and SCE. A contingent annuity benefit for a survivor other than a spouse is also available, but without company subsidy. Participants may elect to receive an alternative form of benefit, such as a lump-sum payment or monthly payments over 60 or 120 months. If the participant’s employment terminates for any reason other than death, retirement, permanent and total disability, or involuntary termination not for cause, vested benefits will be paid after the participant attains age 55 in an annuity only. If a participant’s employment is terminated for cause, all benefits will be forfeited. Benefits that become payable under the 2008 plan document are generally payable as follows. Participants have sub-accounts for annual accruals for which they may elect payment in the form of a single lump-sum, annual installments, a life annuity with a 50% spousal survivor benefit following the participant’s death, or a contingent annuity. Participants may elect to have their designated form of payment triggered by their separation from service; however, payment will not occur before a participant reaches age 55 other than in the case of death. Payments triggered by separation from service begin upon a specified time following the applicable triggering event. Payments may be delayed or accelerated under the 2008 plan document if permitted or required under Section 409A of the Internal Revenue Code; if payments are delayed after the later of the applicable triggering event or age 55, interest is credited at a rate based on the average monthly Moody’s Corporate Bond Yield for Baa Public Utility Bonds over a sixty-month period preceding September 1 of the prior year. EIX established this interest rate for all plan participants and may change the interest rate on a prospective basis. The annuity options available under the 2008 plan document have the same features as the annuity options available under the grandfathered plan document. Account balances payable in installments under the 2008 plan document earn interest at a rate of interest determined in the same manner as described in the preceding paragraph for delayed payments. The final average pay benefit formula includes benefit reductions for termination prior to age 55, or early retirement after attaining age 55 but prior to age 61, similar to the formula for the SCE Retirement Plan discussed above. If an NEO terminates prior to age 55 but with a total of 68 years of age and service, the benefit formula includes a special early retirement benefit reduction based on the SCE Retirement Plan formula for early retirement. As of December 31, 2025, Mr. Powell was eligible for this special early retirement benefit. An unreduced early retirement benefit is available for retirement at age 61 through age 64. Ms. Rigatti was eligible to receive this benefit as of December 31, 2025.

  193. Non-Qualified Deferred Compensation Table – Fiscal Year 2025

    Non-Qualified Deferred Compensation Table – Fiscal Year 2025 The following table presents information regarding the contributions to and earnings on our NEOs’ deferred compensation balances during 2025, and the total deferred amounts for the NEOs at the end of 2025. All deferrals are under the Executive Deferred Compensation Plan (“EDCP”), except for restricted stock units (“RSUs”) that vested or are considered to have been vested for certain purposes at the end of 2025 as a result of the retirement vesting provisions applicable to such RSUs.

  194. Non-Qualified Deferred Compensation Table – Fiscal Year 2025

    | | | Executive | Registrant | Aggregate | Aggregate | Aggregate | | | | Contributions in | Contributions in | Earnings in | Withdrawals/ | Balance at Last | | | | Last Fiscal Year(2) | Last Fiscal Year(2) | Last Fiscal Year(3) | Distributions(4) | Fiscal Year End | | Name(1) | | ($) | ($) | ($) | ($) | ($) | | (a) | | (b) | (c) | (d) | (e) | (f) | | Pedro J. Pizarro | EDCP | 250,358 | — | 230,441 | — | 5,366,497 | | Maria Rigatti | EDCP | — | — | 56,966 | — | 1,308,966 | | | RSUs | | 682,367 | (277,156) | 676,511 | 1,764,007 | | Chonda J. Nwamu | EDCP | — | — | — | — | — | | Steven D. Powell | EDCP | 125,192 | — | 49,999 | 155,358 | 1,210,883 | | Jill C. Anderson | EDCP | — | — | — | — | — |

  195. Non-Qualified Deferred Compensation Table – Fiscal Year 2025

    | (1) The balances shown represent compensation already reportable in the Summary Compensation Table in this and prior Proxy Statements, except for the portion of interest not considered above-market under SEC rules. |

  196. Non-Qualified Deferred Compensation Table – Fiscal Year 2025

    | (2) The amounts reported as executive and registrant contributions in 2025 also are included as compensation in the appropriate columns of the Summary Compensation Table above, except as otherwise noted in this footnote (2) with respect to the RSUs awarded to Ms. Rigatti. The RSUs awarded to |

  197. Non-Qualified Deferred Compensation Table – Fiscal Year 2025

    | www.edison.com | 2026 Proxy Statement 69 |

  198. Non-Qualified Deferred Compensation Table – Fiscal Year 2025

    | Ms. Rigatti during 2023, 2024, and 2025 are reported in the Stock Awards column of the Summary Compensation Table above for the year of grant (based on their respective grant date fair values), while in this Non-Qualified Deferred Compensation Table the units that became vested (or deemed vested for certain purposes during 2025 as a result of the retirement vesting provisions applicable to these awards) are reported as registrant contributions based on the closing price of EIX Common Stock on December 31, 2025 (the last NYSE trading day in 2025) and include dividend equivalents accrued as of December 31, 2025. Ms. Rigatti was retirement-eligible during all of 2025. All of the RSUs granted to Ms. Rigatti in 2025 became vested for certain purposes during 2025 as a result of the retirement vesting provisions applicable to these awards. In accordance with applicable SEC rules, these units are reflected in this table because, while the units are considered to have been vested for certain purposes at the end of 2025, they had not yet become payable. |

  199. Non-Qualified Deferred Compensation Table – Fiscal Year 2025

    | (3) Only the portion of earnings on deferred compensation that is considered to be at above-market rates under SEC rules is included as compensation in the Summary Compensation Table. There were no such earnings considered to be above-market to report for 2025 in column (h) of the Summary Compensation Table above under SEC rules. |

  200. Non-Qualified Deferred Compensation Table – Fiscal Year 2025

    | (4) Distributions to Mr. Powell were made in accordance with plan terms pursuant to his in-service payment elections. The amounts reported in column (e) for Ms. Rigatti for RSUs reflect distributions in 2025 for restricted stock units granted in 2022 that are considered to have become vested for certain purposes but not payable prior to 2025 as a result of the retirement vesting provisions applicable to such awards. |

  201. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following plans provide benefits that may become payable to NEOs, depending on the circumstances surrounding their termination of employment with the Company. When listing the potential payments to the NEOs under the plans described below, it is assumed that the applicable triggering event (retirement or other termination of employment) occurred on December 31, 2025 and that the price per share of EIX Common Stock is equal to the closing price as of such date.

  202. Potential Payments Upon Termination or Change in Control – Fiscal Year 2025

    Potential Payments Upon Termination or Change in Control – Fiscal Year 2025 The following table presents the estimated payments and benefits that would have been payable as of December 31, 2025 to the NEOs who were employed on that date by EIX or its subsidiaries, in the event of an involuntary termination of employment without cause (severance), separation in connection with a change in control of the EIX (enhanced severance), and separation due to death. The amounts reported in the table do not include benefits that would have been payable to the NEO if the triggering event had not occurred. .

  203. Potential Payments Upon Termination or Change in Control – Fiscal Year 2025

    | | | Enhanced Change | | | | | in Control | | | | Severance | Severance(1) | Death | | Name | ($) | ($) | ($) | | Pedro J. Pizarro | | | | | Lump sum cash | 3,337,002 | 10,011,007 | — | | Health care coverage(2) | — | — | — | | Retirement plan benefits(3) | 753,201 | 2,259,903 | — | | Equity acceleration(4) | 20,246,417 | 20,246,417 | 20,246,417 | | Reimbursable expenses(5) | 30,000 | 60,000 | — | | Survivor benefits | — | — | — | | Total: | 24,366,620 | 32,577,327 | 20,246,417 | | Maria Rigatti | | | | | Lump sum cash | 1,615,002 | 4,845,006 | — | | Health care coverage(2) | — | — | — | | Retirement plan benefits(3) | 333,798 | 1,001,083 | — | | Equity acceleration(4) | — | — | — | | Reimbursable expenses(5) | 30,000 | 60,000 | — | | Survivor benefits | — | — | — | | Total: | 1,978,800 | 5,906,089 | — | | Chonda J. Nwamu | | | | | Lump sum cash | 1,378,252 | 4,134,756 | — | | Health care coverage | 32,255 | 48,383 | — | | Retirement plan benefits(3) | 21,222 | 21,222 | — | | Equity acceleration(4) | 916,463 | 4,124,083 | 4,124,083 | | Reimbursable expenses(5) | 25,000 | 55,000 | — | | Survivor benefits | — | — | — | | Total: | 2,373,192 | 8,383,443 | 4,124,083 | | Steven D. Powell | | | | | Lump sum cash | 1,572,502 | 4,717,506 | — | | Health care coverage | 23,760 | 35,640 | — | | Retirement plan benefits(3) | 163,887 | 491,662 | — | | Equity acceleration(4) | 3,864,947 | 5,121,317 | 5,121,317 | | Reimbursable expenses(5) | 30,000 | 60,000 | — | | Survivor benefits | — | — | — | | Total: | 5,655,096 | 10,426,124 | 5,121,317 | | Jill C. Anderson | | | | | Lump sum cash | 924,002 | 1,848,003 | — | | Health care coverage | 23,760 | 35,640 | — | | Retirement plan benefits(3) | 32,400 | 64,800 | — | | Equity acceleration(4) | 1,527,662 | 2,054,435 | 2,054,435 | | Reimbursable expenses(5) | 30,000 | 40,000 | — | | Survivor benefits | — | — | — | | Total: | 2,537,824 | 4,042,878 | 2,054,435 |

  204. Potential Payments Upon Termination or Change in Control – Fiscal Year 2025

    | (1) The benefits in the table for a hypothetical change-in-control severance would be in lieu of (not in addition to) the severance benefits as disclosed in the “Severance” column. |

  205. Potential Payments Upon Termination or Change in Control – Fiscal Year 2025

    | www.edison.com | 2026 Proxy Statement 73 |

  206. Potential Payments Upon Termination or Change in Control – Fiscal Year 2025

    | (2) Mr. Pizarro and Ms. Rigatti would each have been eligible for retiree health care benefits due to retirement, regardless of eligibility to receive severance benefits. |

  207. Potential Payments Upon Termination or Change in Control – Fiscal Year 2025

    | (3) The amounts reported for severance and change-in-control severance reflect for all NEOs other than Ms. Nwamu the actuarial values of the additional years of age and service that would have been credited under the Executive Retirement Plan for the hypothetical severance and change-in-control severance. Ms. Nwamu is not eligible to receive such additional years of age and service credit under the Executive Retirement Plan; the amount reported for her reflects vesting of her unvested benefit under the Executive Retirement Plan. |

  208. Potential Payments Upon Termination or Change in Control – Fiscal Year 2025

    | (4) The values shown for equity acceleration assume (only for purposes of illustration as of December 31, 2025 and not as an expectation or projection about the future) that the performance as of December 31, 2025 for outstanding performance shares will continue at the same level through the remainder of the respective performance periods: 2024 and 2025 TSR Performance shares will have payment multipliers of 0.0x and 2.0x, respectively; and 2024 and 2025 EPS Performance shares will have payment multipliers of 1.11x and 1.80x, respectively. The values shown in the “Severance” column represent the additional vesting that would occur in connection with an involuntary termination without cause absent a change in control. Executives are only eligible for enhanced equity award acceleration in connection with a change in control if (i) the equity awards are terminated in connection with the change in control or (ii) the executive experiences a qualifying termination of employment in connection with the change in control (regardless of whether the equity awards are continued or terminated in connection with the change in control). Thus, the values shown in the “Enhanced Changed in Control Severance” column reflect the accelerated vesting that would occur under either of these scenarios assuming a termination and/or change in control date of December 31, 2025. The values reported for Mr. Pizarro are the same across the triggering events because he would have been eligible to receive, as a of December 31, 2025, an additional year of service and age when determining vesting; this would have entitled Mr. Pizarro to retirement vesting treatment resulting in full acceleration. No values are reported for the equity held by Ms. Rigatti because her equity would have vested due to retirement, regardless of eligibility to receive severance benefits. |

  209. Potential Payments Upon Termination or Change in Control – Fiscal Year 2025

    | (5) Includes outplacement and educational assistance benefits. |

  210. Potential Payments Upon Termination or Change in Control – Fiscal Year 2025

    | 74 2026 Proxy Statement | www.edison.com |

  211. Pay Versus Performance

    Pay Versus Performance This section has been included in this Proxy Statement pursuant to the SEC’s pay versus performance (“PvP”) disclosure rules. The SEC has developed a definition of pay, referred to as compensation actually paid (“CAP”), that companies must calculate and compare to both Summary Compensation Table (“SCT”) pay and certain performance measures in the following Pay Versus Performance table. The Committee does not use CAP as a basis for making compensation decisions. Please refer to the Compensation Discussion and Analysis above for a description of how we use our compensation program to drive performance. In accordance with the PvP rules, the following Pay Versus Performance Table summarizes the relationship between SCT pay, CAP and our financial performance for the years shown in the table for our CEO and our other Named Executive Officers (in this discussion, our CEO is also referred to as our principal executive officer or “PEO,” and our Named Executive Officers other than our CEO are referred to as our “Non-PEO NEOs”).

  212. Pay Versus Performance Table

    Pay Versus Performance Table

  213. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 | | | | | | | | Average | | Investment Based On: | | | | | | | | Summary | Average | | | | | | | Summary | | Compensation | Compensation | | | | | | | Compensation | Compensation | Table Total | Actually Paid to | | PHLX Utility | EIX Net | | | | Table Total | Actually | for Non-PEO | Non-PEO | EIX | Sector Index | Income(5) | EIX Core | | | for CEO(1)(2) | Paid to CEO(3) | NEOs(1)(2) | NEOs(3) | TSR(4) | TSR(4) | (Millions) | EPS(6) | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 16,544,559 | 6,807,157 | 5,052,600 | 4,069,662 | 119 | 153 | 4,701 | 6.55 | | 2024 | 13,809,571 | 21,038,535 | 3,425,788 | 4,503,583 | 150 | 131 | 1,546 | 4.93 | | 2023 | 14,881,111 | 22,827,198 | 3,411,388 | 4,573,893 | 130 | 108 | 1,407 | 4.76 | | 2022 | 12,191,229 | 11,737,696 | 2,682,477 | 2,693,250 | 111 | 119 | 824 | 4.61 | | 2021 | 14,364,340 | 20,039,901 | 3,150,435 | 4,001,757 | 114 | 118 | 925 | 4.62 |

  214. Pay Versus Performance Table

    | (1) Mr. Pizarro was our CEO for each of the five years included in the table above. For 2021, our Non-PEO NEOs were Ms. Rigatti and Messrs. Powell and Adam S. Umanoff (EIX’s former EVP, General Counsel and Corporate Secretary), J. Andrew Murphy (EIX SVP through July 2023 and President and CEO of Trio (formerly Edison Energy) since July 2023), and Kevin M. Payne (SCE’s President and CEO in 2020 and 2021 through Nov. 30, 2021). For 2022, our Non-PEO NEOs were Ms. Rigatti, Caroline Choi (who was an EIX and SCE SVP and is now an EIX and SCE EVP), and Messrs. Umanoff and Powell. For 2023, our Non-PEO NEOs were Ms. Rigatti and Messrs. Umanoff, Powell, and Murphy. For 2024, our Non-PEO NEOs were Mses. Rigatti and Choi and Messrs. Umanoff and Powell. For 2025, our Non-PEO NEOs are Mses. Rigatti, Nwamu, and Anderson and Mr. Powell. |

  215. Pay Versus Performance Table

    | (2) The dollar amounts reported in column (b) are the amounts reported for Mr. Pizarro (our CEO) for each of the corresponding years in the “Total” column of the Summary Compensation Table in each applicable year. The dollar amounts reported in column (d) represent the average of the amounts reported for our Non-PEO NEOs as a group (excluding Mr. Pizarro) in the “Total” column of the Summary Compensation Table in each applicable year. |

  216. Pay Versus Performance Table

    | (3) For purposes of this table, the CAP for each of our NEOs means the NEO’s total compensation as reflected in the SCT for the applicable year and adjusted for the following with respect to each NEO: |

  217. Pay Versus Performance Table

    | ● | Less the aggregate change in the actuarial present value of the accumulated benefit under the SCE Retirement Plan and the EIX Executive Retirement Plan included in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column of the SCT for the applicable year, |

  218. Pay Versus Performance Table

    | ● | Plus the pension service cost for the applicable year (there was no prior service cost for the NEOs for the fiscal years covered by the table), |

  219. Pay Versus Performance Table

    | ● | Less the amounts reported in the “Stock Awards” and “Option Awards” columns of the SCT for the applicable year, |

  220. Pay Versus Performance Table

    | ● | Plus the year-end value of EIX LTI awards granted in the covered fiscal year that were outstanding and unvested at the end of the covered fiscal year, |

  221. Pay Versus Performance Table

    | ● | Plus/(less) the change in value as of the end of the covered fiscal year as compared to the end of the prior fiscal year for EIX LTI awards that were granted in prior years and were outstanding and unvested at the end of the covered fiscal year, |

  222. Pay Versus Performance Table

    | ● | Plus the vesting date value of EIX LTI awards which were granted and vested during the same covered fiscal year (none of EIX’s LTI awards granted to NEOs during the fiscal years covered by the table vested in the year of grant), |

  223. Pay Versus Performance Table

    | ● | Plus/(less) the change in value as of the vesting date as compared to the end of the prior fiscal year for awards that were granted in prior years and vested in the covered fiscal year, |

  224. Pay Versus Performance Table

    | ● | Less, as to any EIX LTI awards that were granted in prior fiscal years and were forfeited during the covered fiscal year, the value of such awards as of the end of the prior fiscal year (none of EIX’s LTI awards granted to NEOs in prior fiscal years were forfeited during the fiscal years covered by the table), |

  225. Pay Versus Performance Table

    | ● | Plus the dollar value of any dividends or other earnings paid during the covered fiscal year on outstanding and unvested EIX LTI awards (no dividends or dividend equivalents are credited with respect to EIX options and, for other EIX LTI awards, the crediting of dividend equivalents has been taken into account in determining the applicable year-end or vesting date value of the award), |

  226. Pay Versus Performance Table

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  227. Pay Versus Performance Table

    | ● | Plus, as to an EIX LTI award that is materially modified during the covered fiscal year, the amount by which the value of the award as of the date of the modification exceeds the value of the original award on the modification date (none of EIX’s LTI awards held by the NEOs were materially modified during the fiscal years covered by the table). |

  228. Pay Versus Performance Table

    The table above reflects the CAP for our CEO and the average of the CAPs determined for the Non-PEO NEOs. The first table immediately below provides a reconciliation of the SCT Total to CAP for our CEO, and the table that immediately follows thereafter provides a reconciliation of the average of the SCT Total for the Non-PEO NEOs for a fiscal year to the average of the CAP for the Non-PEO NEOs for that fiscal year, with both sets of reconciliations determined under applicable SEC rules. Since we generally do not consider the costs of personal security services provided to our executives to be a perquisite when we believe business-related security concerns exist, but applicable SEC rules generally require those costs to be taken into account in determining the SCT Total and CAP for the applicable fiscal year, the tables below also include an Adjusted CAP number as supplementary information that represents the executives’ CAP for the applicable fiscal year less the costs for security services included in the SCT Total and CAP for the executives for that year.