Terms

Series

6.000% Series A Mandatory Convertible Preferred Stock

Liquidation Preference

$50.00

Coupon Rate

6%

Rate Type

Fixed

Annual Dividend

$3.00

Payment Frequency

Quarterly

Cumulative

Yes

Perpetual

No

Convertible

Yes

Callable

No

Mandatory Redemption Date

December 1, 2027

Capital Stack Ranking

Junior To: Senior Stock (Any Future Class Or Series Expressly Ranking Senior), All Existing And Future Indebtedness And Other Liabilities Of Pg&E Corporation, All Existing And Future Indebtedness And Other Liabilities Of Subsidiaries (Structural Subordination); Pari Passu With: Parity Stock (Any Future Class Or Series Expressly Ranking On Parity); Senior To: Common Stock, Junior Stock (Any Class Or Series Not Expressly Ranking Senior Or Pari Passu)

Regulatory (Basel III) Call

No

Tax Classification

Qualified Dividend

Qualifies for QDI

Yes

Qualifies for DRD

Yes

Shares Offered

28,000,000

Prospectus Summary

PG&E Corporation (NYSE: PCG) is offering 28,000,000 shares of its 6.000% Series A Mandatory Convertible Preferred Stock at a liquidation preference of $50.00 per share (no par value), with dividends payable at an annual rate of 6.000% ($3.00/year, $0.75/quarter). These are not depositary shares — each unit is one full preferred share. Dividends are cumulative, meaning any unpaid amounts accumulate and must be addressed before common shareholders receive distributions; however, since mandatory conversion into common stock occurs by December 1, 2027, the practical window for accumulation is limited. Unless earlier converted, each share mandatorily converts on approximately December 1, 2027 into between 1.9465 and 2.4331 shares of common stock depending on the Average VWAP over a 20-day settlement period. This preferred stock is issued by PG&E Corporation, the holding company, and ranks senior to common stock but junior to all existing and future debt obligations of PG&E Corporation. Critically, it is also structurally subordinated to all indebtedness and liabilities of subsidiary Pacific Gas and Electric Company, which carries approximately $42 billion in outstanding debt secured by substantially all of its real property. At the holding company level, PG&E Corp. had roughly $4.15 billion in outstanding secured senior indebtedness as of September 30, 2024. There is no regulatory capital call provision. In the event of a Fundamental Change (e.g., a change of control or delisting), holders may convert at an enhanced Fundamental Change Conversion Rate and receive a make-whole amount representing the present value of remaining dividends discounted at 6.50%. At the $50.00 offering price, the effective yield at par is 6.00% annually, with quarterly payments of $0.75 on March 1, June 1, September 1, and December 1 (commencing March 1, 2025), except the first payment is approximately $0.7167. Record dates fall on February 15, May 15, August 15, and November 15 — approximately 14 calendar days before each payment date. Dividends from PG&E Corporation, a C-corporation, are expected to qualify for the preferential 15%/20% qualified dividend income (QDI) rate for individual holders and the dividends-received deduction (DRD) for eligible corporate holders, though investors should consult the full tax section. If dividends are unpaid for six or more periods, holders gain board representation rights, but the issuer retains discretion on whether to pay dividends in cash, common stock, or a combination, which introduces payment-form uncertainty even when dividends are declared.

Summarized from the SEC prospectus filing.

Distribution History

Conversion Terms

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If PG&E Corporation fails to declare and pay dividends on the Mandatory Convertible Preferred Stock for six or more dividend periods (whether or not consecutive), holders of the preferred stock gain the right to elect two additional directors to the board. The preferred ranks senior to common stock, restricting common dividends when preferred dividends are in arrears.

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 60 (Average)