PCG PG&E Corporation

Pricing Term Sheet

dated as of December 2, 2024

The Issuer expects the net proceeds from (i) the Common Stock Offering to be approximately $981.0 million (or $1,128.1 million if the underwriters of the Common Stock Offering exercise in full their option to purchase additional shares of Common Stock) and (ii) the Preferred Stock Offering to be approximately $1,373.4 million (or $1,579.4 million if the underwriters of the Preferred Stock Offering exercise in full their over-allotment option to purchase additional shares of Mandatory Convertible Preferred Stock), in each case, after deducting the underwriting discounts and before estimated offering expenses payable by the Issuer. The Issuer intends to use the net proceeds from the Common Stock Offering and the Preferred Stock Offering for general corporate purposes, which may include, among other things, to fund its five-year capital investment plan. See “Use of Proceeds” in the Common Stock Preliminary Prospectus Supplement and the Preferred Stock Preliminary Prospectus Supplement.

The closing of the Common Stock Offering and the closing of the Preferred Stock Offering are not contingent upon each other.

J.P. Morgan Securities LLC

Barclays Capital Inc.

Citigroup Global Markets Inc.

BofA Securities, Inc.

Mizuho Securities USA LLC

Wells Fargo Securities, LLC

BMO Capital Markets Corp.

BNP Paribas Securities Corp.

Goldman Sachs & Co. LLC

MUFG Securities Americas Inc.

SMBC Nikko Securities America, Inc.

BNY Mellon Capital Markets, LLC

6.000% on the liquidation preference of $50.00 per share of the Mandatory Convertible Preferred Stock per annum.

Dividends will accumulate from the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from (and including) the first original issue date of shares of the Mandatory Convertible Preferred Stock, whether or not in any dividend period or periods there have been funds legally available or shares of Common Stock legally permitted to be issued for the payment of such dividends and, to the extent that the Issuer’s board of directors, or an authorized committee thereof, declares (out of funds legally available for payment, in the case of dividends paid in cash, and shares of Common Stock legally permitted to be issued, in the case of dividends paid in Common Stock) a dividend payable with respect to the Mandatory Convertible Preferred Stock, the Issuer will pay such dividend in cash or, subject to certain limitations, by delivery of shares of Common Stock or through any combination of cash and shares of Common Stock, as determined by the Issuer’s board of directors, or an authorized committee thereof, in its sole discretion; provided, however, that any unpaid dividends on the Mandatory Convertible Preferred Stock will continue to accumulate.

The expected dividend payable on the first Dividend Payment Date is approximately $0.7167 per share of the Mandatory Convertible Preferred Stock. Each subsequent dividend is expected to be $0.75 per share of the Mandatory Convertible Preferred Stock.

The conversion rate for each share of Mandatory Convertible Preferred Stock will not be more than 2.4331 shares of Common Stock and not less than 1.9465 shares of Common Stock (respectively, the “Maximum Conversion Rate” and “Minimum Conversion Rate”), depending on the Applicable Market Value (as defined in the Preferred Stock Preliminary Prospectus Supplement) of the Common Stock, as described below and subject to certain anti-dilution adjustments.

The following table illustrates the conversion rate per share of the Mandatory Convertible Preferred Stock, subject to certain anti-dilution adjustments described in the Preferred Stock Preliminary Prospectus Supplement, based on the Applicable Market Value of the Common Stock:

If a Fundamental Change (as defined in the Preferred Stock Preliminary Prospectus Supplement) occurs on or prior to December 1, 2027, holders of the Mandatory Convertible Preferred Stock will have the right during the Fundamental Change Conversion Period (as defined in the Preferred Stock Preliminary Prospectus Supplement) to convert their shares of the Mandatory Convertible Preferred Stock, in whole or in part (but in no event in increments of less than one share of the Mandatory Convertible Preferred Stock), into shares of Common Stock (or Units of Exchange Property (as defined in the Preferred Stock Preliminary Prospectus Supplement)).

The following table sets forth the Fundamental Change Conversion Rate per share of Mandatory Convertible Preferred Stock for each Fundamental Change Stock Price and Fundamental Change Effective Date (each as defined in the Preferred Stock Preliminary Prospectus Supplement) set forth below:

Fundamental
Change Effective
Date

December 5, 2024

December 1, 2025

December 1, 2026

December 1, 2027

The exact Fundamental Change Stock Price and Fundamental Change Effective Date may not be set forth on the table, in which case:

•  if the Fundamental Change Stock Price is between two Fundamental Change Stock Price amounts in the table or the Fundamental Change Effective Date is between two Fundamental Change Effective Dates in the table, the Fundamental Change Conversion Rate will be determined by a straight-line interpolation between the Fundamental Change Conversion Rates set forth for the higher and lower Fundamental Change Stock Price amounts and the earlier and later Fundamental Change Effective Dates, as applicable, based on a 365- or 366-day year, as applicable;

•  if the Fundamental Change Stock Price is in excess of $60.00 per share (subject to adjustment in the same manner as the Fundamental Change Stock Prices set forth in the column headings of the table above as described in the Preferred Stock Preliminary Prospectus Supplement), then the Fundamental Change Conversion Rate will be the Minimum Conversion Rate; and

•  if the Fundamental Change Stock Price is less than $4.00 per share (subject to adjustment in the same manner as the Fundamental Change Stock Prices set forth in the column headings of the table above as described in the Preferred Stock Preliminary Prospectus Supplement), then the Fundamental Change Conversion Rate will be the Maximum Conversion Rate.

J.P. Morgan Securities LLC

Barclays Capital Inc.

Citigroup Global Markets Inc.

BofA Securities, Inc.

Mizuho Securities USA LLC

Wells Fargo Securities, LLC

BMO Capital Markets Corp.

BNP Paribas Securities Corp.

Goldman Sachs & Co. LLC

MUFG Securities Americas Inc.

SMBC Nikko Securities America, Inc.

BNY Mellon Capital Markets, LLC

Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade their shares of the Mandatory Convertible Preferred Stock on any date prior to the business day before delivery will be required, by virtue of the fact that the Mandatory Convertible Preferred Stock initially will settle in T+2, to specify alternative settlement arrangements to prevent a failed settlement and should consult their own advisors.