PEG Public Service Enterprise Group Inc

Item 8.01 Other Events

On November 8, 2021, Public Service Enterprise Group Incorporated (“PSEG”) completed a public offering of $750,000,000 aggregate principal amount of its 0.841% Senior Notes due November 8, 2023 (the “2023 Notes”) and $750,000,000 aggregate principal amount of its 2.450% Senior Notes due November 15, 2031 (the “2031 Notes” and together with the 2023 Notes, the “Notes”). The Notes were offered and sold by PSEG pursuant to a registration statement on Form S-3 (File No. 333-250825) (the “Registration Statement”) and the related Prospectus dated November 20, 2020 and Prospectus Supplement dated November 4, 2021. The Notes were issued pursuant to an underwriting agreement (the “Underwriting Agreement”), dated November 4, 2021, between PSEG and Barclays Capital Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the “Underwriters”). Pursuant to the Underwriting Agreement and subject to the terms and conditions expressed therein, PSEG agreed to sell the Notes to the Underwriters, and the Underwriters agreed to purchase the Notes for resale to the public. The Underwriting Agreement is filed as Exhibit 1 hereto. Each series of Notes is governed by an indenture, dated as of November 1, 1998 (the “Indenture”), between PSEG and U.S. Bank National Association, as successor trustee. The Indenture and the forms of 2023 Note and 2031 Note are filed as Exhibits 4-1, 4-2 and 4-3 hereto, respectively. The Underwriting Agreement, Indenture and the form of each series of Notes are incorporated by reference into the Registration Statement.

In connection with the offering of the Notes, PSEG is filing herewith as Exhibit 5 an opinion of Shawn P. Leyden, Vice President and Deputy General Counsel of PSEG Services Corporation, addressing the legality of the Notes. Such opinion is incorporated by reference into the Registration Statement.