SoCalGas Urges Shareholders to Vote FOR Retirement of All Outstanding Shares of Preferred Stock at a Premium

Rhea-AI Summary

SoCalGas, a subsidiary of Sempra (NYSE:SRE), will hold a Special Meeting on July 13, 2026 to seek approval to retire all outstanding 6% preferred shares.

Holders of record on May 18, 2026 would receive $31.00 per share in cash, plus accrued and unpaid dividends, a premium of over 20% to recent prices, estimated fair value and par value.

Positive

• Cash retirement price of $31.00 per preferred share, over 20% premium
• Holders receive accrued and unpaid dividends in addition to cash payment
• Proposal would simplify SoCalGas’ capital structure
• Special Meeting date and record date provide clear voting timeline

Negative

• Retirement would eliminate ongoing 6% preferred dividend income for holders
• Completion is subject to shareholder approval at the Special Meeting
• Timing may depend on SEC review of the proxy statement

News Market Reaction – SOCGM

+0.76%

+0.76% Session close to close

In the May 15 session, SOCGM gained 0.76%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement outlines a plan to retire all outstanding preferred shares for $31.00 per share, m...

Analysis

This announcement outlines a plan to retire all outstanding preferred shares for $31.00 per share, more than 20% above recent prices and the $25.00 par value, subject to approval at the July 13, 2026 Special Meeting. A recent PRE 14A filing details 79,011 Preferred and 783,032 Series A shares outstanding. Investors may focus on voting thresholds, the fairness opinion, and how capital-structure simplification interacts with overall corporate strategy.

Key Figures

Retirement payment: $31.00 per share Premium to benchmarks: More than 20% Preferred dividend rate: 6% +5 more

8 metrics

Retirement payment $31.00 per share Cash consideration to retire all outstanding preferred shares

Premium to benchmarks More than 20% Premium over recent market prices, estimated fair value, and par value

Preferred dividend rate 6% Dividend rate on Preferred Stock and Series A Preferred Stock

Par value $25.00 per share Par value of 6% Preferred Stock and 6% Preferred Stock, Series A

Special Meeting date July 13, 2026 Scheduled date for shareholder vote on preferred stock retirement

Record date May 18, 2026 Shareholders of record eligible to vote on the proposal

Preferred shares outstanding 79,011 shares Preferred Stock outstanding as of May 18, 2026 (PRE 14A filing)

Series A shares outstanding 783,032 shares Series A Preferred Stock outstanding as of May 18, 2026 (PRE 14A filing)

Historical Context

1 past event · Latest: Feb 09 (Positive)

Pattern 1 events

Date	Event	Sentiment	24h Move	Catalyst
Feb 09	Customer outreach update	Positive	+0.3%	World Ag Expo presence highlighting safety and energy-assistance resources.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Limited news history shows one prior event with mildly positive price alignment following an informational update.

Recent Company History

This announcement details a proposal to retire all outstanding preferred shares for $31.00 per share, a premium to recent prices and par value, pending shareholder approval at the July 13, 2026 Special Meeting. Earlier, on Feb 9, 2026, SoCalGas highlighted customer safety and reliability initiatives at the World Ag Expo, with a modest 0.32% positive price reaction. Together, these suggest a mix of operational outreach and capital-structure simplification in the company’s recent trajectory.

Key Terms

preferred stock, par value, proxy statement, record date

4 terms

preferred stock financial

"approval from holders of its 6% Preferred Stock, par value $25.00, and 6% Preferred Stock, Series A"

Preferred stock is a type of ownership in a company that typically offers investors higher and more consistent dividend payments than common stock. Unlike regular shares, preferred stock usually doesn’t come with voting rights but provides a priority claim on the company’s assets and profits, making it a more stable and predictable investment option. This makes preferred stock attractive to those seeking steady income with lower risk.

par value financial

"6% Preferred Stock, par value $25.00, and 6% Preferred Stock, Series A, par value $25.00"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

proxy statement regulatory

"SoCalGas has filed a preliminary proxy statement for the Special Meeting with the U.S. Securities and Exchange Commission"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

View in glossary

record date financial

"The anticipated record date for the Special Meeting is May 18, 2026"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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A $31.00 per share cash payment represents a premium of more than 20% over the recent market prices, estimated fair value, and par value of the shares 

LOS ANGELES, May 12, 2026 /PRNewswire/ -- Southern California Gas Company (SoCalGas) (OTCQB: SOCGP) (OTC PINK: SOCGM), a subsidiary of Sempra (NYSE: SRE), today announced it will hold a Special Meeting of Shareholders (the "Special Meeting") on July 13, 2026. The anticipated record date for the Special Meeting is May 18, 2026, and only shareholders at the close of business on that date will be eligible to vote.

At the Special Meeting, SoCalGas will seek approval from holders of its 6% Preferred Stock, par value $25.00, and 6% Preferred Stock, Series A, par value $25.00, to retire all outstanding shares of preferred stock in exchange for a cash payment of $31.00 per share, plus accrued and unpaid dividends to but excluding the retirement date. The cash payment represents a premium of more than 20% over the recent market prices, estimated fair value, and par value of the shares.

As part of our ongoing efforts to modernize our business and serve our stakeholders, SoCalGas is pursuing the proposed transaction to simplify its capital structure while delivering immediate value to shareholders. SoCalGas has filed a preliminary proxy statement for the Special Meeting with the U.S. Securities and Exchange Commission ("SEC") and, subject to the timing of SEC review, expects to file its definitive proxy statement on or about May 19, 2026, at which time shareholders as of the record date for the Special Meeting will be able to submit their votes.

SoCalGas urges all preferred shareholders to vote "FOR" this proposal in advance of the meeting. Copies of the proxy materials are available on SoCalGas' website at socalgas.com/about-us/special-shareholder-meeting. 

Shareholders with questions about how to vote should contact the Proxy Information Administrator for the Special Meeting:

D.F. King & Co, Inc.
28 Liberty Street, 53rd Floor
New York, New York 10005
Shareholders may call toll free: (800) 769-7666
Banks and brokers may call collect: (212) 914-0093
SoCalGas@dfking.com

About SoCalGas
SoCalGas is the largest gas distribution utility in the United States, serving more than 21 million consumers across approximately 24,000 square miles of Central and Southern California. Our mission is: Safe, Reliable, and Affordable energy delivery today. Ready for tomorrow. SoCalGas is a recognized leader in the energy industry and has been named Corporate Member of the Year by the Los Angeles Chamber of Commerce for its volunteer leadership in the communities it serves. SoCalGas is a subsidiary of Sempra (NYSE: SRE), a leading U.S. utility holding company. For more information, visit SoCalGas.com/newsroom or connect with SoCalGas on social media @SoCalGas. 

Message Funded by Shareholders.

Additional Information about the Special Meeting and Where to Find It

In connection with the Special Meeting, on May 4, 2026, SoCalGas filed a preliminary proxy statement with the SEC. On or around May 19, 2026, SoCalGas expects to file its definitive proxy statement and mail proxy cards for the Special Meeting to the shareholders of SoCalGas entitled to vote at the Special Meeting. This communication is not intended to be, and is not, a substitute for the proxy statement or any other document that SoCalGas may file with the SEC in connection with the Special Meeting. SOCALGAS URGES INVESTORS TO READ THE PROXY STATEMENT AND OTHER MATERIALS FILED WITH THE SEC (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN THEIR ENTIRETY AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE SPECIAL MEETING AND THE PROPOSALS TO BE VOTED ON AT THE SPECIAL MEETING. Investors are able to obtain free copies of the proxy statement and other documents that will be filed by SoCalGas with the SEC (when available) at http://www.sec.gov, the SEC's website, or from SoCalGas' website at https://www.socalgas.com/about-us/special-shareholder-meeting. In addition, investors can obtain the Notice of Special Meeting of Shareholders, proxy statement and proxy card free of charge (when available) at www.proxyvote.com.

This communication does not constitute a solicitation of proxy, an offer to purchase or a solicitation of an offer to sell any securities. SoCalGas, its directors and certain of its officers and employees may be deemed to be participants in the solicitation of proxies from shareholders in connection with the Special Meeting. Information about SoCalGas' directors and executive officers is set forth in its definitive information statement for its 2026 annual shareholders meeting filed with the SEC on April 14, 2026. These documents may be obtained free of charge at the SEC's website at www.sec.gov or from the Sempra website at www.sempra.com under the "Investors" and "SEC Filings" tabs. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Special Meetings will be included in the definitive proxy statement that SoCalGas will file the SEC in connection with the Special Meeting and other relevant materials SoCalGas may file with the SEC.

Information Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on assumptions about the future, involve risks and uncertainties, and are not guarantees. Future results may differ materially from those expressed or implied in any forward-looking statement. These forward-looking statements represent our estimates and assumptions only as of the date of this press release. We assume no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise.

In this press release, forward-looking statements can be identified by words such as "believe," "expect," "intend," "anticipate," "contemplate," "plan," "estimate," "project," "forecast," "envision," "should," "could," "would," "will," "confident," "may," "can," "potential," "possible," "proposed," "in process," "construct," "develop," "opportunity," "preliminary," "pro forma," "strategic," "initiative," "target," "outlook," "optimistic," "poised," "positioned," "maintain," "continue," "progress," "advance," "goal," "aim," "commit," or similar expressions, or when we discuss our guidance, priorities, strategies, goals, vision, mission, projections, intentions or expectations.

Factors, among others, that could cause actual results and events to differ materially from those expressed or implied in any forward-looking statement include: the ability to obtain all necessary approvals to effect the amendment of our restated articles of incorporation and the retirement of the preferred stock; the ability to achieve the anticipated benefits of the transactions described herein; the effects on such transactions of industry, market, economic, political or regulatory conditions outside of SoCalGas' control; fees, costs and expenses associated with the transactions described herein; transaction-related tax and accounting impacts; the diversion of management time on transaction-related issues; and the effects on such transactions of factors affecting SoCalGas' business and securities, including the risks and uncertainties discussed in the reports we file with the SEC, including under the headings "Risk Factors" and "Information Regarding Forward-Looking Statements" in our annual report on Form 10-K for the year ended December 31, 2025 and subsequently filed quarterly reports on Form 10-Q. Investors should not rely unduly on any forward-looking statements.

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SOURCE Southern California Gas Company

FAQ

What is SoCalGas proposing for its preferred stock holders (SRE) in July 2026?

SoCalGas is seeking shareholder approval to retire all outstanding 6% preferred shares for $31.00 in cash per share, plus accrued and unpaid dividends. According to SoCalGas, this exceeds recent market prices, estimated fair value and par value.

How much is the SoCalGas preferred stock cash payment compared with par value?

The proposed cash payment is $31.00 per preferred share, compared with a par value of $25.00. According to SoCalGas, this represents a premium of more than 20% over par, recent market prices and estimated fair value.

Who can vote on the SoCalGas preferred stock retirement proposal (SRE)?

Only SoCalGas preferred shareholders of record at the close of business on May 18, 2026 can vote. According to SoCalGas, these holders may vote on retiring all outstanding 6% preferred and 6% Series A preferred shares.

When is the SoCalGas Special Meeting of shareholders on the preferred stock proposal?

The Special Meeting is scheduled for July 13, 2026. According to SoCalGas, shareholders of record on May 18, 2026 will be eligible to vote on retiring all outstanding preferred shares for $31.00 in cash plus accrued dividends.

Why is SoCalGas offering a premium to retire its 6% preferred stock?

SoCalGas states the retirement supports efforts to simplify its capital structure while delivering immediate cash value. According to SoCalGas, the $31.00 per share payment exceeds recent trading prices, estimated fair value and the $25.00 par value.

How can SoCalGas preferred shareholders get help voting on the July 2026 proposal?

Shareholders can contact D.F. King & Co. by toll-free phone at (800) 769-7666 or email SoCalGas@dfking.com. According to SoCalGas, banks and brokers may call (212) 914-0093 for assistance with voting procedures.

Where can investors find proxy materials for the SoCalGas preferred stock vote?

Proxy materials are available on the SoCalGas website at socalgas.com/about-us/special-shareholder-meeting. According to SoCalGas, a preliminary proxy is filed with the SEC, with a definitive proxy expected around May 19, 2026, subject to SEC review.