SoCalGas (SOCGM) to sell $500M in 5.5% bonds maturing 2036

Rhea-AI Filing Summary

SOUTHERN CALIFORNIA GAS CO (SOCGM), an indirect subsidiary of Sempra, reported that on August 17, 2026 it entered into an underwriting agreement with a syndicate of underwriters led by Barclays Capital Inc., Credit Agricole Securities (USA) Inc., MUFG Securities Americas Inc. and TD Securities (USA) LLC.

Under this agreement, Southern California Gas Company agreed to issue and sell $500,000,000 aggregate principal amount of its 5.500% First Mortgage Bonds, Series GGG, due 2036 to the underwriters for resale in a registered public offering at a public offering price of 99.405% of the aggregate principal amount. The bonds are being offered pursuant to an effective shelf registration statement on Form S-3 using a prospectus supplement and related prospectus.

Filing Explained

The agreed financing would add debt at SoCalGas without the supplied share-count dilution mechanism; issuance remains unreported.

The company reports that on August 17, 2026 it agreed to issue and sell $500 million of 5.500% First Mortgage Bonds due 2036 to underwriters.

The disclosure is at the underwriting-agreement and offering stage: it does not report that the bonds have been issued or sold. If completed, the transaction would add a debt principal obligation at Southern California Gas Company, rather than issuing shares.

Because the disclosed securities are bonds, the filing does not describe the share-count dilution mechanism under the supplied definition; the structural effect for existing common holders is debt financing without disclosed ownership dilution.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

First Mortgage Bonds principal amount: $500,000,000 Coupon rate: 5.500% Public offering price: 99.405% +2 more

5 metrics

First Mortgage Bonds principal amount $500,000,000 Aggregate principal amount of 5.500% First Mortgage Bonds, Series GGG, due 2036

Coupon rate 5.500% Interest rate on First Mortgage Bonds, Series GGG, due 2036

Public offering price 99.405% Public offering price as a percentage of aggregate principal amount of the Bonds

Maturity year 2036 Maturity of Southern California Gas Company 5.500% First Mortgage Bonds, Series GGG

Shelf registration file number 333-295219 Form S-3 shelf registration statement used for the public offering

Key Terms

First Mortgage Bonds, underwriting agreement, shelf registration statement, prospectus supplement

4 terms

First Mortgage Bonds financial

"its 5.500% First Mortgage Bonds, Series GGG, due 2036"

First mortgage bonds are debt securities backed by a company’s property, granting bondholders the primary legal claim to that real estate if the issuer cannot pay. Think of them as being first in line for repayment, like a homeowner’s mortgage lender who gets paid before other creditors. For investors, this priority and the tangible collateral typically make these bonds less risky than unsecured debt, which can mean lower yields but greater protection in bankruptcy.

underwriting agreement financial

"entered into an underwriting agreement with Barclays Capital Inc."

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

shelf registration statement regulatory

"pursuant to the Company’s effective shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"offering under a prospectus supplement and related prospectus filed"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

FAQ

What securities is SOUTHERN CALIFORNIA GAS CO (SOCGM) issuing in this 8-K?

Southern California Gas Company agreed to issue $500,000,000 of 5.500% First Mortgage Bonds, Series GGG, due 2036. These bonds will be resold by underwriters in a registered public offering under the company’s effective shelf registration statement.

What is the coupon rate and maturity of SOCGM’s new bonds?

The new Southern California Gas Company bonds carry a 5.500% annual interest rate and are due 2036. They are designated as First Mortgage Bonds, Series GGG, and are being issued under an underwriting agreement with a syndicate of underwriters.

At what price are SOCGM’s 5.500% First Mortgage Bonds being offered?

The 5.500% First Mortgage Bonds, Series GGG, due 2036 are being offered at a public offering price of 99.405% of their $500,000,000 aggregate principal amount. This pricing applies to the resale by the underwriting syndicate in the public offering.

How is SOUTHERN CALIFORNIA GAS CO registering the new bond offering?

Southern California Gas Company is using an effective shelf registration statement on Form S-3 (File No. 333-295219). The bonds are offered by means of a prospectus supplement and related prospectus filed with the U.S. Securities and Exchange Commission.

Who are the lead underwriters for SOCGM’s 5.500% First Mortgage Bonds?

The underwriting agreement names Barclays Capital Inc., Credit Agricole Securities (USA) Inc., MUFG Securities Americas Inc. and TD Securities (USA) LLC as representatives of the several underwriters. They will purchase the bonds from Southern California Gas Company for resale.

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Understanding 8-K Material Events →

Available on EDGAR 08/18/2026 - 04:18 PM Accepted by SEC EDGAR 08/18/2026 - 04:17 PM Learn about SEC filing dates

CACA00010322080000092108falsefalse 0000092108 2026-08-17 2026-08-17 0000092108 sre:SempraMember 2026-08-17 2026-08-17 0000092108 us-gaap:CommonStockMember 2026-08-17 2026-08-17 0000092108 sre:Sempra575PercentJuniorSubordinatedNotesDue207925ParValueMember 2026-08-17 2026-08-17

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

August 17, 2026

Date of Report (Date of earliest event reported)

Commission File No.		Exact Name of Registrants as Specified in their Charters, Address and Telephone Number				State of Incorporation		I.R.S. Employer Identification Nos.		Former name, former address and former fiscal year, 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 registrant is 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 registrant has 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 8.01 Other Events.

On August 17, 2026, Southern California Gas Company (the “Company”), an indirect subsidiary of Sempra, entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., Credit Agricole Securities (USA) Inc., MUFG Securities Americas Inc. and TD Securities (USA) LLC, as the representatives of the several underwriters named on Schedule I thereto (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters, severally and not jointly, $500,000,000 aggregate principal amount of its 5.500% First Mortgage Bonds, Series GGG, due 2036 (the “Bonds”) for resale at a public offering price of 99.405% of the aggregate principal amount of the Bonds, in a registered public offering under a prospectus supplement and related prospectus filed with the U.S. Securities and Exchange Commission pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-295219). A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to such exhibit.

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any jurisdiction in which, or to any person to whom, such offer, solicitation or sale would be unlawful. These securities are only offered by means of the prospectus supplement and related prospectus referred to above.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Exhibit Description
1.1		Underwriting Agreement, dated August 17, 2026, among Southern California Gas Company and Barclays Capital Inc., Credit Agricole Securities (USA) Inc., MUFG Securities Americas Inc. and TD Securities (USA) LLC, as the representatives of the several underwriters named therein.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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: August 18, 2026				By:		/s/ Dyan Z. Wold
						Dyan Z. Wold Vice President, Controller and Chief Accounting Officer

						SOUTHERN CALIFORNIA GAS COMPANY,
						(Registrant)
Date: August 18, 2026				By:		/s/ Elvia Lima Ortiz
						Elvia Lima Ortiz Vice President, Controller and Chief Accounting Officer

Filing Exhibits & Attachments

2 documents

Other Documents

• EX-1.1 EX-1.1 132.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 51.0 KB