SOUTHERN CALIFORNIA GAS CO SEC Filings

Southern California Gas Company proposes to amend its Restated Articles of Incorporation to retire all outstanding preferred stock classes for a cash $31.00 per share Retirement Payment. As of May 18, 2026, there were 79,011 shares of Preferred Stock and 783,032 shares of Series A Preferred Stock outstanding. The board says each outstanding preferred share will be automatically retired in exchange for the Retirement Payment of $31.00 per share upon the effectiveness of the Amendment.

The Board received a fairness opinion from Alvarez & Marsal Valuation Services, LLC dated April 29, 2026, finding the $31.00 per-share consideration fair to preferred holders, collectively as a group. Shareholder approval requires multiple class votes and the Special Meeting is scheduled for July 13, 2026.

Southern California Gas Company filed an automatic shelf registration on Form S-3 to offer first mortgage bonds, senior debt securities and series preferred stock from time to time under an automatic shelf.

As context, the company reported 91,300,000 shares of common stock outstanding as of April 20, 2026, 79,011 shares of preferred stock outstanding as of April 20, 2026 and 783,032 shares of series A preferred stock outstanding as of April 20, 2026. The prospectus states that specific terms, amounts, pricing and use of proceeds will be set forth in future prospectus supplements.

SOUTHERN CALIFORNIA GAS CO filed an initial Form 3 for executive Rodger R. Schwecke, who serves as President and COO. This filing establishes him as a reporting person for future insider activity but does not list any current transactions or holdings.

Southern California Gas Company is providing an Information Statement and notice for its 2026 Annual Shareholders Meeting to be held on May 14, 2026 at 9 a.m. local time in San Diego and sets April 7, 2026 as the record date for voting.

The meeting is described as a business-only meeting; the company states it is not asking for a proxy and requests that shareholders not send proxies. Pacific Enterprises, a wholly owned subsidiary of Sempra, owns all SoCalGas common stock and will vote the controlling shares; PE has advised it intends to vote FOR the four director nominees and FOR the advisory approval of executive compensation.

Southern California Gas Company appointed Rodger R. SchweckeApril 18, 2026, while he continues serving as chief operating officer until his planned retirement on October 1, 2026. Schwecke, age 65, has held senior roles at SoCalGas and other Sempra companies for over 44 years.

Maryam S. Brown will resign as chief executive officer, president, and board member, effective April 17, 2026. In connection with his interim appointment, Schwecke will receive a $150,000 cash lump sum on September 30, 2026, contingent on continued employment through that date.

Southern California Gas Company reports that its chief operating officer, Rodger R. Schwecke, has notified the company he will retire from his position. He plans to step down effective August 1, 2026 after more than 44 years with the Sempra family of companies.

This marks a planned leadership transition at the utility subsidiary of Sempra, with several months of notice to manage succession and operational continuity.

Sempra is a holding company built around regulated utilities in California and Texas, primarily SDG&E, SoCalGas and equity interests in Texas transmission utility Oncor. These businesses deliver electricity and natural gas to millions of customers through extensive transmission, distribution and storage networks.

The company is also active in LNG and cross‑border energy infrastructure through Sempra Infrastructure, which owns or participates in large projects such as Cameron LNG in Louisiana, ECA LNG in Baja California and the Port Arthur LNG projects in Texas. Many of these assets operate under long‑term, mostly U.S. dollar‑denominated contracts.

Sempra has agreed to sell a 45% equity interest in Sempra Infrastructure Partners to KKR‑led investors for $9.99 billion, which will leave Sempra with a 25% stake and deconsolidate the platform once the deal closes, targeted for 2026. It also agreed to sell Mexican gas utility Ecogas for 9.0 billion Mexican pesos (about $500 million), with closing expected in 2026.

Key risks highlighted include California wildfire liability, evolving climate and environmental policies, significant capital expenditure needs, regulatory decisions in the U.S. and Mexico, cyber and physical security threats, and execution and contract risks around major LNG and infrastructure projects.

Sempra reported full-year 2025 GAAP earnings of $1.80 billion, or $2.75 per diluted share, down from $2.82 billion, or $4.42 per share in 2024, largely reflecting regulatory disallowances, tax items and foreign currency impacts. On an adjusted basis, 2025 earnings rose to $3.07 billion, or $4.69 per share, compared with $2.97 billion, or $4.65 per share, as total revenues edged up to $13.70 billion from $13.19 billion.

Fourth-quarter 2025 GAAP earnings were $352 million, or $0.54 per share, versus $665 million, or $1.04, while adjusted earnings were $841 million, or $1.28, versus $960 million, or $1.50. The company highlighted about $13 billion of 2025 infrastructure investment and a larger, record five-year 2026–2030 capital plan of roughly $65 billion, up from $55.5 billion for 2025–2029.

Sempra affirmed its 2026 adjusted EPS guidance of $4.80–$5.30, introduced 2027 guidance of $5.10–$5.70, and provided a 2030 EPS outlook of $6.70–$7.50. The board increased the annualized common dividend to $2.63 per share, from $2.58 in 2025.