Sempra (SRE) CEO logs $200,000 discretionary phantom share transaction

Rhea-AI Filing Summary

Sempra Chairman, CEO and President Jeffrey W. Martin reported a discretionary transaction involving company-linked phantom shares under a deferred compensation plan. On 2,067.23 phantom shares of Sempra common stock, he elected to acquire exposure at a price of $96.75 per phantom share, with a total acquisition cost of $200,000.

These phantom shares are payable in cash, track Sempra’s common stock on a one-for-one basis, are immediately exercisable, and have no stated expiration date. Following this plan transaction, Martin’s reported phantom share balance increased to 208,801.66 units, reflecting deferred, cash-settled compensation rather than an open-market stock purchase or sale.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Martin Jeffrey W

(Last) (First) (Middle)

488 8TH AVENUE

(Street)

SAN DIEGO CALIFORNIA 92101

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
SEMPRA [ SRE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, CEO and President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Shares(1)	(2)	03/17/2026		I		2,067.23		(3)	(4)	Common Stock	2,067.23	$96.75	208,801.66	D

Explanation of Responses:

1. 2,067.23 phantom shares of Sempra Common Stock acquired under Sempra's deferred compensation plan at a price of $96.75 per phantom share with a total acquisition cost of $200,000. Phantom shares are payable in cash and may be transferred by the reporting person into an alternative investment account.

2. Conversion of Derivative Security is 1 for 1.

3. Date exercisable is Immediate.

4. Expiration date is Not Applicable.

Remarks:

	JEFFREY W. MARTIN BY: Lisa H. Abbot, Managing Attorney - Corporate and Securities of Sempra and Attorney-In-Fact	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Sempra (SRE) report for CEO Jeffrey Martin?

Sempra reported that CEO Jeffrey W. Martin made a discretionary transaction involving 2,067.23 phantom shares under a deferred compensation plan. The phantom shares reference Sempra common stock, are cash-settled, and increase his deferred compensation exposure without an open-market stock trade.

How much was the Sempra (SRE) CEO’s phantom share transaction worth?

The phantom share transaction for Sempra’s CEO had a total acquisition cost of $200,000, based on 2,067.23 phantom shares at $96.75 each. This amount reflects deferred compensation value, payable in cash, indexed to Sempra’s common stock performance.

Do Sempra (SRE) phantom shares represent actual common stock ownership?

The phantom shares do not represent direct ownership of Sempra common stock. They are cash-settled units tied one-for-one to the value of common shares, functioning as deferred compensation that mirrors stock performance without issuing actual shares.

What are the terms of the Sempra (SRE) phantom shares reported in this Form 4?

The phantom shares are immediately exercisable, with a one-for-one conversion ratio to Sempra common stock value and no stated expiration date. They are payable in cash and may be transferred by the reporting person into an alternative investment account within the deferred compensation plan.

How many phantom shares does the Sempra (SRE) CEO hold after this transaction?

After the reported discretionary transaction, Sempra’s CEO holds 208,801.66 phantom shares linked to Sempra common stock. This balance reflects accumulated deferred compensation units, which are cash-settled rather than traditional share ownership in the market.

Was this Sempra (SRE) insider transaction an open-market stock purchase or sale?

This transaction was not an open-market purchase or sale of Sempra stock. It was a discretionary transaction under Rule 16b-3(f) within a deferred compensation plan, creating cash-settled phantom share exposure instead of directly buying or selling common shares.