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Sempra (NYSE: SRE) raises $800M in 5.250% notes maturing 2036

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Sempra disclosed that on March 13, 2026 it closed a public offering of $800,000,000 aggregate principal amount of its 5.250% Notes due 2036. Proceeds to the company were approximately $793.4 million after underwriting discounts and before estimated $2.0 million of offering expenses.

The notes were issued under Sempra’s effective Form S-3 shelf registration and sold to a syndicate of underwriters for resale at 99.823% of principal amount. The notes bear interest at 5.250% per year, payable semi-annually on March 15 and September 15, starting September 15, 2026, and mature on March 15, 2036. They are redeemable prior to maturity at redemption prices described in the related officers’ certificate and indenture.

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Insights

Sempra raises $800 million via 10-year 5.250% senior notes.

Sempra has issued $800,000,000 of 5.250% Notes due 2036, expanding its fixed-income capital structure through a registered underwritten offering. The notes priced at 99.823% of principal, implying a modest discount to par typical of benchmark utility-style debt.

Net proceeds of about $793.4 million before roughly $2.0 million of expenses provide meaningful funding capacity, though the specific use is not detailed in this excerpt. Interest payments are semi-annual from September 15, 2026, creating a predictable coupon stream for investors.

The notes are issued under an existing indenture dated February 23, 2000, which indicates reliance on a long-standing debt framework with U.S. Bank Trust Company as trustee. Future filings may clarify how this issuance affects leverage, refinancing activity, or capital investment plans.

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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

March 10, 2026

Date of Report (Date of earliest event reported)

 

 

 

LOGO

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 March 13, 2026, Sempra (the “Company”) closed its public offering and sale of $800,000,000 aggregate principal amount of its 5.250% Notes due 2036 (the “notes”). Proceeds to the Company (after deducting the underwriting discount but before deducting offering expenses payable by the Company estimated at approximately $2.0 million) from the sale of the notes were approximately $793.4 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. 333-272237).

The purchase and sale of the notes was made pursuant to an underwriting agreement dated March 10, 2026, with BBVA Securities Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and PNC Capital Markets LLC, 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 99.823% 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 the rate of 5.250% per year and mature on March 15, 2036. Interest on the notes will accrue from March 13, 2026 and will be payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2026. The notes will be redeemable prior to maturity, at the Company’s option, at the applicable redemption price described in the form of note, which is included in Exhibit 4.1 hereto.

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 March 10, 2026, by and among Sempra and BBVA Securities Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and PNC Capital Markets LLC, as representatives of the several underwriters named therein.
4.1    Officers’ Certificate of the Company, dated as of March 13, 2026, including the form of 5.250% Notes due 2036.
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: March 13, 2026     By:  

/s/ Dyan Z. Wold

       

Dyan Z. Wold

Vice President, Controller and Chief Accounting Officer

FAQ

What type of securities did Sempra (SRE) issue in March 2026?

Sempra issued $800,000,000 aggregate principal of its 5.250% Notes due 2036. These are fixed-rate debt securities bearing 5.250% annual interest, forming part of Sempra’s long-term funding through a registered public bond offering to institutional underwriters.

How much cash did Sempra (SRE) receive from its 5.250% Notes due 2036?

Sempra received approximately $793.4 million in proceeds from the notes. This amount is after deducting the underwriting discount but before about $2.0 million of offering expenses the company will pay, providing substantial net funding.

What are the key terms of Sempra’s (SRE) 5.250% Notes due 2036?

The notes carry a 5.250% annual interest rate, maturing on March 15, 2036. Interest accrues from March 13, 2026 and is payable semi-annually in arrears on March 15 and September 15 each year, beginning September 15, 2026.

At what price were Sempra’s (SRE) 5.250% Notes due 2036 offered to the public?

The notes were resold at a public offering price of 99.823% of their aggregate principal amount. This represents a slight discount to par, which is common in new bond issues to help place the securities with investors.

Under which registration statement did Sempra (SRE) offer the 5.250% Notes due 2036?

The offer and sale of the notes were registered under a prospectus supplement and related prospectus filed pursuant to Sempra’s effective Form S-3 shelf registration statement No. 333-272237 with the U.S. Securities and Exchange Commission.

Which underwriters participated in Sempra’s (SRE) 5.250% Notes due 2036 offering?

The notes were purchased by underwriters led by BBVA Securities Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and PNC Capital Markets LLC. These firms acted as representatives of the several underwriters named in the underwriting agreement.

Filing Exhibits & Attachments

7 documents
Sempra Energy

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