Sempra (SOCGM) files 8-K as SoCalGas furnishes January 21 media statement

Rhea-AI Filing Summary

Sempra and its subsidiary Southern California Gas Company filed a current report to furnish a media statement issued by SoCalGas on January 21, 2026, which is attached as Exhibit 99.1. The companies clarify that this media statement and the related disclosure are provided under Regulation FD and are not considered filed for liability purposes or incorporated by reference into other Sempra filings.

The report also includes an extensive caution about forward-looking statements, explaining that statements about expectations, plans, projections and similar topics are subject to significant risks and uncertainties. It lists a wide range of potential risk factors, including wildfire-related liabilities in California, regulatory decisions, capital needs, changing laws and climate policies, cybersecurity threats, and operational disruptions. The filing notes that actual results may differ materially from these statements and that Sempra has no obligation to update them.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

January 21, 2026

Date of Report (Date of earliest event reported)

Commission File No.

Exact Name of Registrant as Specified in its Charter, Address of Principal Executive Office and Telephone Number

State of Incorporation

I.R.S. Employer Identification No.

Former name, former address, if changed since last report

1-14201

SEMPRA

California

33-0732627

No change

488 8th Avenue

San Diego, California 92101

(619) 696-2000

1-01402

SOUTHERN CALIFORNIA GAS COMPANY

California

95-1240705

No change

555 West 5th Street

Los Angeles, California 90013

(213) 244-1200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrants under any of the following provisions:
☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class			Trading Symbol			Name of Each Exchange on Which Registered
SEMPRA:
Sempra Common Stock, without par value			SRE			New York Stock Exchange
Sempra 5.75% Junior Subordinated Notes Due 2079, $25 par value			SREA			New York Stock Exchange
SOUTHERN CALIFORNIA GAS COMPANY:
None

Indicate by check mark whether the Registrants are an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
			Emerging growth company
SEMPRA			☐
SOUTHERN CALIFORNIA GAS COMPANY			☐
If an emerging growth company, indicate by check mark if the Registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
SEMPRA			☐
SOUTHERN CALIFORNIA GAS COMPANY			☐

Item 7.01 Regulation FD Disclosure.

On January 21, 2026, Southern California Gas Company, a subsidiary of Sempra, issued the media statement furnished herewith as Exhibit 99.1.

The information furnished in this Item 7.01 and in Exhibit 99.1 shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, nor shall it be deemed to be incorporated by reference in any filing of Sempra, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Exhibit Description
99.1						Southern California Gas Company Media Statement distributed January 21, 2026.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Forward-Looking Statements

This report 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 report. We assume no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise.

In this report, 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: California wildfires, including potential liability for damages regardless of fault and any inability to recover all or a substantial portion of costs from insurance, the wildfire fund established by California Assembly Bill 1054 and the wildfire fund continuation account established by California Senate Bill 254, rates from customers or a combination thereof; decisions, denials of cost recovery, audits, investigations, inquiries, ordered studies, regulations, denials or revocations of permits, consents, approvals or other authorizations, renewals of franchises, and other actions, including the failure to honor contracts and commitments, by the (i) California Public Utilities Commission (CPUC), Comisión Nacional de Energía, U.S. Department of Energy, U.S. Federal Energy Regulatory Commission, U.S. Internal Revenue Service, Public Utility Commission of Texas and other regulatory bodies and (ii) U.S., Mexico and states, counties, cities and other jurisdictions therein and in other countries where we do business; the success of business development efforts, construction projects, acquisitions, divestitures, and other significant transactions such as the planned sale of a portion of our equity interest in Sempra Infrastructure Partners, including risks related to, as applicable, (i) being able to reach final investment decision, (ii) negotiating pricing and other terms in definitive contracts, (iii) completing construction projects or other transactions on schedule and budget, (iv) realizing anticipated benefits from any of these efforts if completed, (v) obtaining regulatory and other approvals and (vi) third parties honoring their contracts and commitments, including with respect to closing or post-closing payments; changes to our capital expenditure plans and their potential impact on rate base or other growth; changes, due to evolving economic, political and other factors, to (i) trade and other foreign policy, including the imposition of tariffs by the U.S. and foreign countries, and (ii) laws and regulations, including those related to tax and the energy industry in the U.S. and Mexico; litigation, arbitration, property disputes and other proceedings; cybersecurity threats, including by state and state-sponsored actors, of ransomware or other attacks on our systems or the systems of third parties with which we conduct business, including the energy grid or other energy infrastructure; the availability, uses, sufficiency, and cost of capital resources and our ability to borrow money or otherwise raise capital on favorable terms and meet our obligations, which can be affected by, among other things, (i) actions by credit rating agencies to downgrade our credit ratings or place those ratings on negative outlook, (ii) instability in the capital markets, and (iii) fluctuating interest rates and inflation; the impact on affordability of San Diego Gas & Electric Company’s (SDG&E) and

Southern California Gas Company’s (SoCalGas) customer rates and their cost of capital and on SDG&E’s, SoCalGas’ and Sempra Infrastructure’s ability to pass through higher costs to customers due to (i) volatility in inflation, interest rates and commodity prices and the imposition of tariffs, (ii) with respect to SDG&E’s and SoCalGas’ businesses, the cost of meeting the demand for lower carbon and reliable energy in California, and (iii) with respect to Sempra Infrastructure’s business, volatility in foreign currency exchange rates; the impact of climate policies, laws, rules, regulations, trends and required disclosures, including actions to reduce or eliminate reliance on natural gas, increased uncertainty in the political or regulatory environment for California natural gas distribution companies, the risk of nonrecovery for stranded assets, and uncertainty related to emerging technologies; weather, natural disasters, pandemics, accidents, equipment failures, explosions, terrorism, information system outages or other events, such as work stoppages, that disrupt our operations, damage our facilities or systems, cause the release of harmful materials or fires or subject us to liability for damages, fines and penalties, some of which may not be recoverable through regulatory mechanisms or insurance or may impact our ability to obtain satisfactory levels of affordable insurance; the availability of electric power, natural gas and natural gas storage and transportation capacity, including disruptions caused by failures in the transmission grid or pipeline and storage systems or limitations on the injection and withdrawal of natural gas from storage facilities; Oncor Electric Delivery Company LLC’s (Oncor) ability to reduce or eliminate its quarterly dividends due to regulatory and governance requirements and commitments, including by actions of Oncor’s independent directors or a minority member director; and other uncertainties, some of which are difficult to predict and beyond our control.

These risks and uncertainties are further discussed in the reports that Sempra has filed with the U.S. Securities and Exchange Commission (SEC). These reports are available through the EDGAR system free-of-charge on the SEC's website, www.sec.gov, and on Sempra’s website, www.sempra.com. Investors should not rely unduly on any forward-looking statements.

Sempra Infrastructure, Sempra Infrastructure Partners, Sempra Texas, Sempra Texas Utilities, Oncor and Infraestructura Energética Nova, S.A.P.I. de C.V. (IEnova) are not the same companies as the California utilities, SDG&E or SoCalGas, nor are they regulated by the CPUC.

None of the website references in this press release are active hyperlinks, and the information contained on, or that can be accessed through, any such website is not, and shall not be deemed to be, part of this document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

			SEMPRA,
			(Registrant)
Date: January 21, 2026			By: /s/ Dyan Z. Wold
			Dyan Z. Wold Vice President, Controller and Chief Accounting Officer

			SOUTHERN CALIFORNIA GAS COMPANY,
			(Registrant)
Date: January 21, 2026			By: /s/ Sara P. Mijares
			Sara P. Mijares Vice President, Controller and Chief Accounting Officer

FAQ

What did Southern California Gas Company (SOCGM) disclose in this 8-K?

The filing states that Southern California Gas Company, a subsidiary of Sempra, issued a media statement on January 21, 2026, which is furnished as Exhibit 99.1 under Regulation FD.

Is the SoCalGas media statement considered filed for liability purposes?

No. The report explains that the information in Item 7.01 and Exhibit 99.1 is furnished, not filed, and therefore is not subject to the liabilities of the Securities Exchange Act filing provisions and is not incorporated by reference into other Sempra filings.

Which companies are covered in this SOCGM-related 8-K?

The report is filed by Sempra and its subsidiary Southern California Gas Company. It lists Sempra’s common stock and 5.75% junior subordinated notes due 2079 as registered securities under the Exchange Act, while SoCalGas has no securities listed there.

What are the main risk themes in Sempra and SoCalGas’s forward-looking statements section?

The forward-looking statements section highlights risks related to California wildfires and potential liability, regulatory decisions by bodies such as the CPUC, changes in laws and climate policies, capital availability and credit ratings, cybersecurity threats, and operational events like natural disasters or equipment failures.

How does the filing describe the reliability of forward-looking statements for SOCGM investors?

The filing says forward-looking statements are based on assumptions, involve risks and uncertainties, and are not guarantees. It emphasizes that actual results may differ materially and that Sempra assumes no obligation to update these statements after the date of the report.

Where can investors find more information about Sempra and SoCalGas risks?

The filing notes that these risks are discussed further in Sempra’s reports filed with the SEC, which are available on the SEC’s EDGAR system and on Sempra’s website, and cautions investors not to rely unduly on forward-looking statements.