Pacific Gas and Electric Company Announces Pricing Terms of Cash Tender Offers

OAKLAND, Calif., July 31, 2026 /PRNewswire/ -- Pacific Gas and Electric Company (the "Company") today announced the pricing terms of its previously announced cash tender offers ("Tender Offers") to purchase up to an aggregate principal amount that will not result in an aggregate purchase price that exceeds $1,200,000,000 (subject to increase or decrease by the Company, the "Aggregate Maximum Tender Amount") of its outstanding 3.30% Senior Notes due December 1, 2027 (the "3.30% Senior Notes") and 2.10% First Mortgage Bonds due August 1, 2027 (the "2.10% First Mortgage Bonds", and, together with the 3.30% Senior Notes, the "Bonds" and, each series, a "series of Bonds"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 27, 2026 (as amended by the press release dated July 27, 2026 regarding an upsize to the Aggregate Maximum Tender Amount, the "Offer to Purchase"), subject to the Acceptance Priority Levels as set forth in the Offer to Purchase.

The "Tender Offer Consideration" for each per $1,000 principal amount of the Bonds validly tendered and accepted for purchase pursuant to the Tender Offers was determined by reference to the applicable fixed spread over the yield to maturity based on the bid side price of the applicable U.S. Treasury Security, and will be payable to the registered holders ("Holders") of the Bonds who validly tender and do not validly withdraw their Bonds at or before 5:00 p.m., New York City time, on July 31, 2026 (the "Withdrawal Deadline") and whose Bonds are accepted for purchase by the Company. The reference yields (as determined pursuant to the Offer to Purchase) were determined at 3:00 p.m., New York City time, today, July 31, 2026, by the Dealer Managers (as defined below).

Payments for the Bonds purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Bonds up to, but not including, the settlement date for such Bonds accepted for purchase. The settlement date for the Bonds that are validly tendered on or prior to 5:00 p.m., New York City time, on July 31, 2026 (the "Expiration Date") is expected to be August 4, 2026, two business days following the scheduled Expiration Date (the "Settlement Date").

Based upon information received from D.F. King & Co., Inc., the tender and information agent for the Tender Offers (the "Tender and Information Agent"), at 3:00 p.m., New York City time, today, July 31, 2026, the Company expects to accept all tendered 3.30% Senior Notes in full and to accept a portion of the 2.10% First Mortgage Bonds. The Company expects to pro-rate the 2.10% First Mortgage Bonds at a proration factor of 26.6%, however the final proration factor will be determined after 5:00 p.m., New York City time on the Expiration Date once final results are received. Because Holders of the Bonds may withdraw validly tendered Bonds at any time prior to the Withdrawal Deadline, and additional Bonds may be validly tendered prior to such time, the Company does not view these preliminary results as representative of the final results of the Tender Offers.

Full details of the terms and conditions of the Tender Offers are described in the Offer to Purchase, which was sent by the Company to Holders of the Bonds. Holders of the Bonds are encouraged to read the Offer to Purchase as it contains important information regarding the Tender Offers. The Company's obligation to accept for purchase, and to pay for, the Bonds validly tendered pursuant to the Tender Offers is subject to, and conditioned upon, among other things, the satisfaction or waiver of the Financing Condition (as defined in the Offer to Purchase).

The Company has retained J.P. Morgan Securities LLC and Barclays Capital Inc. to serve as Dealer Managers for the Tender Offers. D. F. King has been retained to serve as the Tender and Information Agent for the Tender Offers. Questions regarding the Tender Offers may be directed to J.P. Morgan Securities LLC, 270 Park Avenue, New York, New York 10017, Toll-Free: (866) 834-4666, Collect: (212) 834-4818 and Barclays Capital Inc. at 745 Seventh Avenue, 5^th Floor, New York, New York 10019, Toll-Free: (800) 438-3242, Collect: (212) 528-7581. Requests for the Offer to Purchase may be directed to D. F. King & Co., Inc. at [email protected] or toll-free at (800) 515-4479 and toll at (212) 931-0857. Additionally, copies of the Offer to Purchase are available at the following webpage: www.dfking.com/pgecorp. The Company is making the Tender Offers only by, and pursuant to, the terms of the Offer to Purchase. None of the Company, the Dealer Managers, or the Tender and Information Agent make any recommendation as to whether Holders of the Bonds should tender or refrain from tendering their Bonds. Holders of the Bonds must consult their own investment and tax advisors and make their own decisions as to whether to tender their Bonds and, if so, the principal amount of the Bonds to tender. The Tender Offers are not being made to Holders of the Bonds in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offers to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of the Company by the Dealer Managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

This news release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described above, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

About the Company

Pacific Gas and Electric Company, a subsidiary of PG&E Corporation (NYSE: PCG), is a combined natural gas and electric utility serving more than sixteen million people across 70,000 square miles in Northern and Central California.

Forward-Looking Statements

This news release contains forward-looking statements that are not historical facts, including statements about the timing of the Tender Offers, statements about the Company's expectations for participation in the Tender Offers based on results prior to the Withdrawal Deadline, the Company's ability to complete the Tender Offers, other terms of the Tender Offers including the Financing Condition, the successful completion of the concurrent capital markets financing transaction that is subject to the Financing Condition, and other information. These statements are based on current expectations and assumptions, which management believes are reasonable, and on information currently available to management, but are necessarily subject to various risks and uncertainties. In addition to the risk that these assumptions prove to be inaccurate, factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include factors disclosed in PG&E Corporation and Pacific Gas and Electric Company's joint annual report on Form 10-K for the year ended December 31, 2025, its most recent quarterly report on Form 10-Q for the quarter ended June 30, 2026, and other reports filed with the SEC, which are available on the SEC's website. Pacific Gas and Electric Company undertakes no obligation to publicly update or revise any forward-looking statements, whether due to new information, future events or otherwise, except to the extent required by law.

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SOURCE Pacific Gas and Electric Company