[8-K] Sempra Reports Material Event

Rhea-AI Filing Summary

Sempra announced significant leadership changes effective July 5, 2025. Caroline A. Winn has been promoted to executive vice president of Sempra, overseeing SoCalGas and SDG&E. She will step down as SDG&E's CEO but remain as non-executive chairman of SDG&E's board while also joining SoCalGas's board as non-executive chairman.

Key Personnel Changes:

• Peter R. Wall will resign as senior VP, controller and chief accounting officer of Sempra and SoCalGas director
• Dyan Z. Wold (age 50) promoted to VP, controller and chief accounting officer of Sempra with an annual salary of $365,000
• Karen L. Sedgwick will continue serving as director for both SoCalGas and SDG&E

Wold brings nearly 20 years of experience with Sempra companies, previously serving as VP and controller at Sempra Infrastructure Partners since 2021 and chief accounting officer since September 2023. She will receive executive benefits comparable to similarly situated officers at Sempra.

Positive

• Caroline A. Winn promoted to executive vice president of Sempra, gaining oversight of both major California utility subsidiaries (SoCalGas and SDG&E), indicating strong internal succession planning
• Dyan Z. Wold, with nearly 20 years of experience at Sempra companies, promoted to vice president, controller and chief accounting officer, demonstrating deep bench strength and internal talent development

Negative

• Peter R. Wall's resignation as senior vice president, controller and chief accounting officer could signal potential disruption in financial oversight during the transition

Insights

Corporate Governance Analyst

Sempra's executive reshuffling strengthens oversight of California utilities while maintaining leadership continuity through internal promotions.

Sempra has implemented a significant leadership reorganization affecting its California utility operations. Caroline A. Winn has been promoted to executive vice president overseeing both Southern California Gas Company (SoCalGas) and San Diego Gas & Electric (SDG&E). While resigning as CEO of SDG&E, Winn will maintain continuity by serving as non-executive chairman of SDG&E's board while also joining SoCalGas's board in the same capacity.

This restructuring creates a unified leadership structure over Sempra's California utilities, potentially streamlining decision-making and regulatory strategy at a time when California utilities face complex climate mandates and infrastructure challenges. The changes appear designed to enhance governance coordination between the two utility subsidiaries.

Simultaneously, Peter R. Wall is departing as senior VP, controller and chief accounting officer, with Dyan Z. Wold stepping into this role. Wold brings nearly 20 years of experience within Sempra companies, including specific accounting expertise at SoCalGas. This internal promotion demonstrates succession planning and provides continuity in financial leadership. The modest salary increase to $365,000 for Wold suggests controlled executive compensation practices.

This leadership restructuring represents a strategic governance evolution rather than a disruptive change, as it relies on internal promotions and maintains overlapping board roles that preserve institutional knowledge while adjusting the organizational structure.

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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

June 18, 2025

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 21, 2025, the Board of Directors of Sempra (the “Sempra Board”) promoted Caroline A. Winn to the position of executive vice president of Sempra overseeing Southern California Gas Company (“SoCalGas”) and San Diego Gas & Electric Company (“SDG&E”), Sempra’s California utility subsidiaries. Also on June 21, 2025, the Board of Directors of SoCalGas (the “SoCalGas Board”) appointed Ms. Winn to serve as a director of SoCalGas and the non-executive chairman and a member of the Compensation and Safety Committees of the SoCalGas Board. In connection with this promotion and these appointments, Ms. Winn will resign from her current role as the chief executive officer of SDG&E but continue to serve as a director and be appointed as the non-executive chairman of the board of directors of SDG&E (the “SDG&E Board”). The current non-executive chairman of the SoCalGas Board and the SDG&E Board, Karen L. Sedgwick, will continue to serve as a director of both SoCalGas and SDG&E.

On June 18, 2025, Peter R. Wall provided notice that he will resign as senior vice president, controller and chief accounting officer of Sempra and as a director of SoCalGas.

On June 21, 2025, the Sempra Board promoted Dyan Z. Wold, the current vice president, controller and chief accounting officer of Sempra’s subsidiary Sempra Infrastructure Partners, to the position of vice president, controller and chief accounting officer of Sempra. Ms. Wold, 50, has served as vice president and controller of Sempra Infrastructure Partners since Fall 2021 and as chief accounting officer of Sempra Infrastructure Partners since September 2023. Prior to that, Ms. Wold served as controller of Sempra’s LNG business since November 2019 and in various other finance and accounting leadership roles during her nearly 20-year tenure at the Sempra companies, including assistant controller of SoCalGas and director of accounting research and policies for Sempra. In connection with this promotion, Ms. Wold’s annual salary will be increased to $365,000 and she will be eligible for other executive benefits commensurate with Sempra’s similarly situated officers.

Additional information regarding executive benefits provided for Sempra’s executive officers is described in Sempra's 2025 Proxy Statement that was filed with the U.S. Securities and Exchange Commission on March 28, 2025.

All of the foregoing actions and related compensation and benefits changes will be effective July 5, 2025.

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: June 23, 2025			By: /s/ Karen L. Sedgwick
			Karen L. Sedgwick Executive Vice President and Chief Financial Officer

			SOUTHERN CALIFORNIA GAS COMPANY,
			(Registrant)
Date: June 23, 2025			By: /s/ Sara P. Mijares
			Sara P. Mijares Vice President, Controller and Chief Accounting Officer

FAQ

Who is Caroline A. Winn and what is her new position at SRE as of July 2025?

Caroline A. Winn has been promoted to executive vice president of Sempra (SRE), overseeing Southern California Gas Company (SoCalGas) and San Diego Gas & Electric Company (SDG&E). She will resign as CEO of SDG&E but will serve as non-executive chairman of SDG&E's board while also becoming a director and non-executive chairman of SoCalGas's board. These changes are effective July 5, 2025.

Who is replacing Peter R. Wall as SRE's chief accounting officer?

Dyan Z. Wold, previously vice president, controller and chief accounting officer of Sempra Infrastructure Partners, has been promoted to vice president, controller and chief accounting officer of Sempra (SRE). Wold, age 50, has nearly 20 years of experience with Sempra companies and will receive an annual salary of $365,000 in her new role, effective July 5, 2025.

What executive changes did SRE announce in its June 2025 8-K filing?

In its June 2025 8-K filing, SRE announced three major executive changes: 1) Caroline A. Winn's promotion to executive VP overseeing SoCalGas and SDG&E, 2) Peter R. Wall's resignation as senior VP, controller and chief accounting officer, and 3) Dyan Z. Wold's promotion to VP, controller and chief accounting officer. All changes become effective July 5, 2025.

What is Dyan Z. Wold's compensation package as SRE's new chief accounting officer?

According to the 8-K filing, Dyan Z. Wold will receive an annual salary of $365,000 and will be eligible for other executive benefits commensurate with Sempra's similarly situated officers. Detailed information about executive benefits can be found in Sempra's 2025 Proxy Statement filed on March 28, 2025.

What board positions will Caroline Winn hold at SRE's subsidiaries after July 5, 2025?

After July 5, 2025, Caroline Winn will serve as: 1) non-executive chairman of SDG&E's board of directors, 2) director of SoCalGas, and 3) non-executive chairman and member of the Compensation and Safety Committees of the SoCalGas Board. Karen L. Sedgwick will continue to serve as a director on both SoCalGas and SDG&E boards.