Form 4: PG&E Director Kerry Cooper Reports Acquisition of 17,038 Restricted Stock Units

PG&E Corporation Director Kerry Whorton Cooper has reported the acquisition of 17,038 Restricted Stock Units (RSUs) as part of the company's 2021 Long Term Incentive Plan, increasing her total beneficial ownership to 75,468.71 shares.

Summary

• PG&E Corporation Director Kerry Whorton Cooper acquired 17,038 shares of Common Stock in the form of Restricted Stock Units (RSUs) on May 22, 2025.
• The RSUs were granted under the PG&E Corporation 2021 Long Term Incentive Plan (LTIP) at a price of $0 per unit.
• RSUs are payable in shares of PG&E Corporation common stock on a one-for-one basis.
• The vesting conditions for these RSUs include the earliest of one year from the grant date, the last day of a director's elected term, a director's death, disability, or termination following a change in control, or a change in control where the award is not assumed, continued, or substituted.
• Following this transaction, Ms. Cooper's total beneficial ownership of PG&E common stock stands at 75,468.71 shares.
• This total beneficial ownership includes previous acquisitions of RSUs through a dividend reinvestment feature of the 2021 LTIP, specifically 11.36 RSUs on July 15, 2024, 9.84 RSUs on October 15, 2024, 29.77 RSUs on January 15, 2025, and 27.63 RSUs on April 15, 2025.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive as it indicates a director's increased stake in the company through a compensation grant, aligning their interests with shareholders. However, it's not a direct market purchase, which would typically signal stronger confidence.

Positives

• The acquisition of Restricted Stock Units aligns the director's interests with those of shareholders, as the value of the compensation is tied to the company's stock performance.
• The grant is part of a structured Long Term Incentive Plan, indicating a consistent approach to executive and director compensation.

Future Outlook

The document details a compensation grant with specific vesting conditions, indicating future share issuance upon satisfaction of these conditions. The vesting schedule is tied to a one-year period from the grant date, the director's elected term, or specific corporate events.

Management Comments

• Restricted Stock Units (RSUs) are granted under the PG&E Corporation 2021 Long Term Incentive Plan (LTIP) and are payable in shares of PG&E Corporation common stock on a one-for-one basis.
• RSUs vest upon the earliest of one year from the date of grant; the last day of a director's elected term; a director's death, disability, or termination following a change in control; or a change in control in which the acquiror does not assume, continue, or substitute the award.
• The reported beneficial ownership includes RSUs acquired through a dividend reinvestment feature of the PG&E Corporation 2021 LTIP on various dates in 2024 and 2025.

Industry Context

This filing is a routine insider transaction report for a director of PG&E Corporation, a major utility company. Such RSU grants are common compensation practices in the utility sector and other industries to align management and director incentives with long-term shareholder value.

Corporate Governance

Stakeholder Impact

• Shareholders: The RSU grant aligns the director's financial interests with those of shareholders, as the value of the compensation is directly tied to the company's stock performance, potentially encouraging decisions that enhance shareholder value.

Next Steps

• The acquired Restricted Stock Units will vest upon the earliest of one year from the grant date (May 22, 2025), the last day of the director's elected term, or specific corporate events such as death, disability, termination following a change in control, or a change in control where the award is not assumed, continued, or substituted.

Key Dates

Keywords

PG&E Corporation, PCG, Restricted Stock Units, RSUs, Insider Transaction, SEC Form 4, Director Compensation, Long Term Incentive Plan, Equity Grant, Beneficial Ownership