Sempra (NYSE: SRE) sells $1B Compounded SOFR notes maturing in 2028

Rhea-AI Filing Summary

Sempra closed a public debt offering of $1,000,000,000 aggregate principal amount of its Floating Rate Notes due 2028. The notes were sold to underwriters for resale at a public offering price of 100.000% of principal, generating approximately $998.5 million in proceeds after underwriting discounts and before estimated offering expenses of about $1.7 million.

The notes bear interest at a floating rate equal to Compounded SOFR plus 0.670% per year, with interest accruing from June 9, 2026 and payable quarterly on April 7, July 7, October 7 and January 7, starting October 7, 2026. The notes mature on January 7, 2028 and are not redeemable at Sempra’s option before maturity. They were issued under Sempra’s existing shelf registration statement and an indenture dated February 23, 2000.

Insights

Corporate finance analyst

Sempra adds $1B of short-dated floating-rate debt under existing shelf.

Sempra has issued $1,000,000,000 of Floating Rate Notes due 2028, with proceeds of about $998.5 million before estimated expenses. The coupon is set at Compounded SOFR plus 0.670%, so interest cost will move with short-term rates rather than being fixed.

The notes are relatively short maturity, ending on January 7, 2028, and cannot be redeemed early at the company’s option. Issuance under an existing shelf registration and long-standing indenture indicates a routine capital markets transaction. Actual impact on leverage, interest expense and refinancing needs will depend on how Sempra applies the proceeds, which is not detailed in this excerpt.

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, and exhibit attachments filed with this report.

Key Figures

Notes principal: $1,000,000,000 Proceeds before expenses: $998.5 million Estimated offering expenses: $1.7 million +4 more

7 metrics

Notes principal $1,000,000,000 Aggregate principal amount of Floating Rate Notes due 2028

Proceeds before expenses $998.5 million Proceeds after underwriting discount, before offering expenses

Estimated offering expenses $1.7 million Approximate expenses payable by Sempra

Interest spread Compounded SOFR + 0.670% per annum Coupon on Floating Rate Notes

Maturity date January 7, 2028 Final maturity of the notes

Interest start date June 9, 2026 Date from which interest begins accruing

First interest payment October 7, 2026 First scheduled quarterly interest payment date

Key Terms

Floating Rate Notes, Compounded SOFR, shelf registration statement, underwriting agreement, +1 more

5 terms

Floating Rate Notes financial

"public offering and sale of $1,000,000,000 aggregate principal amount of its Floating Rate Notes due 2028"

Floating rate notes are debt securities that pay interest that adjusts periodically based on a short-term interest benchmark (for example, LIBOR or SOFR), so the cash interest you receive goes up or down with market rates. For investors they act like an adjustable-rate loan: they help protect income when overall interest rates rise and generally lose less value than fixed-rate bonds when rates move, making them useful for managing interest-rate risk.

Compounded SOFR financial

"The notes will bear interest at a floating rate equal to Compounded SOFR ... plus 0.670% per annum"

Compounded SOFR is an interest rate benchmark calculated by taking the daily Secured Overnight Financing Rate (SOFR) values over a set period and combining them to produce a single effective interest rate for that period. Think of it like rolling up many tiny daily interest charges into one total bill for the month or quarter; it determines the actual interest owed on floating-rate loans, bonds, and derivatives. Investors care because it directly affects borrowing costs, cash flows and the value of interest-sensitive securities, and it is widely used as a replacement for older benchmark rates.

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.

underwriting agreement financial

"pursuant to an underwriting agreement dated June 4, 2026, with BMO Capital Markets Corp. and Academy Securities, 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.

indenture financial

"The notes were issued pursuant to an indenture (the “indenture”), dated as of February 23, 2000"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

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Understanding 8-K Material Events →

false 0001032208 0001032208 2026-06-04 2026-06-04 0001032208 us-gaap:CommonStockMember 2026-06-04 2026-06-04 0001032208 us-gaap:JuniorNotesMember 2026-06-04 2026-06-04

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

June 4, 2026

Date of Report (Date of earliest event reported)

Sempra

(Exact name of registrant as specified in its charter)

California		1-14201		33-0732627
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

488 8th Avenue, San Diego, California 92101		(619) 696-2000
(Address of principal executive offices) (Zip Code)		(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant 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 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

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 ☐

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. ☐

Item 8.01 Other Events.

On June 9, 2026, Sempra (the “Company”) closed its public offering and sale of $1,000,000,000 aggregate principal amount of its Floating Rate Notes due 2028 (the “notes”). Proceeds to the Company (after deducting the underwriting discount but before deducting offering expenses payable by the Company estimated at approximately $1.7 million) from the sale of the notes were approximately $998.5 million. The offer and sale of the notes was registered 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 (Registration No. 333-295948).

The purchase and sale of the notes was made pursuant to an underwriting agreement dated June 4, 2026, with BMO Capital Markets Corp. and Academy Securities, Inc., as representatives of the several underwriters named on Schedule I thereto, pursuant to which the notes were issued and sold to such underwriters, severally and not jointly, for resale at a public offering price of 100.000% of the aggregate principal amount of the notes. 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 notes will bear interest at a floating rate equal to Compounded SOFR (as defined in the notes) plus 0.670% per annum and mature on January 7, 2028. Interest on the notes will accrue from June 9, 2026 and will be payable quarterly in arrears on October 7, January 7, April 7 and July 7 of each year, beginning on October 7, 2026 (subject to possible adjustment of such interest payment dates as described in the notes). The notes will not be redeemable at the Company’s option prior to maturity.

The foregoing description of some of the terms of the notes is not complete and is qualified in its entirety by the officers’ certificate attached hereto as Exhibit 4.1, the form of note included therein and the indenture (as defined below), each of which is incorporated by reference herein. The notes were issued pursuant to an indenture (the “indenture”), dated as of February 23, 2000, between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as successor in interest to U.S. Bank Trust National Association, as trustee, which is filed as Exhibit 4.1 to the Company’s registration statement on Form S-3 (File No. 333-153425) filed with the U.S. Securities and Exchange Commission on September 11, 2008.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
1.1		Underwriting Agreement, dated June 4, 2026, by and among Sempra and BMO Capital Markets Corp. and Academy Securities, Inc., as representatives of the several underwriters named therein.
4.1		Officers’ Certificate of the Company, dated as of June 9, 2026, including the form of Floating Rate Notes due 2028.
5.1		Opinion of Latham & Watkins LLP.
23.1		Consent of Latham & Watkins LLP (contained in the opinion filed as Exhibit 5.1 hereto).
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				SEMPRA,
				(Registrant)
Date: June 9, 2026				By:		/s/ Karen Sedgwick
						Karen Sedgwick
						Executive Vice President and Chief Financial Officer

FAQ

What type of securities did Sempra (SRE) issue in this 8-K?

Sempra issued $1,000,000,000 aggregate principal amount of Floating Rate Notes due 2028. These notes pay interest at a variable rate tied to Compounded SOFR plus 0.670% per year and are part of Sempra’s publicly registered debt program.

How much cash did Sempra (SRE) receive from the 2028 notes offering?

Sempra received approximately $998.5 million in proceeds from the sale of the notes, after deducting the underwriting discount. This figure is stated before deducting estimated offering expenses of about $1.7 million, which will slightly reduce the net cash benefit.

What interest rate do Sempra’s 2028 Floating Rate Notes pay?

The notes bear interest at a floating rate equal to Compounded SOFR plus 0.670% per annum. This means Sempra’s interest cost will adjust with movements in the SOFR benchmark, rather than remaining fixed over the life of the notes through January 7, 2028.

When do Sempra’s new Floating Rate Notes mature and pay interest?

The notes mature on January 7, 2028. Interest accrues from June 9, 2026 and is payable quarterly in arrears on October 7, January 7, April 7 and July 7 of each year, beginning October 7, 2026, subject to possible date adjustments described in the notes.

Can Sempra redeem the 2028 Floating Rate Notes before maturity?

The notes are not redeemable at Sempra’s option prior to maturity. Investors who purchase these securities can therefore expect them to remain outstanding until the scheduled January 7, 2028 maturity date, absent other events specified in the indenture and note terms.

Under what documents were Sempra’s 2028 notes issued and sold?

The notes were sold under an underwriting agreement dated June 4, 2026 and issued pursuant to an indenture dated February 23, 2000. The offer and sale were registered using a prospectus supplement and related prospectus under Sempra’s effective shelf registration statement on Form S-3.

Filing Exhibits & Attachments

7 documents

Other Documents

• EX-1.1 EX-1.1 125.7 KB
• EX-4.1 EX-4.1 69.3 KB
• EX-5.1 EX-5.1 15.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 13.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 13.8 KB