Sempra (SRE) director granted 1,498.77 phantom shares as compensation

Rhea-AI Filing Summary

Sempra director Michael N. Mears received a grant of 1,498.77 phantom shares, each economically equivalent to one share of Sempra common stock. This award increased his phantom share balance to 22,429.06, including 20,930.29 vested phantom shares previously acquired as deferred compensation for board service.

The new phantom shares are subject to forfeiture if his service as a director ends before Sempra's 2027 Annual Shareholders Meeting, except in cases of death, disability, or removal without cause. Vested phantom shares and related dividend equivalents are paid in cash after his separation from board service, making this a routine form of non-cash director compensation rather than an open-market stock purchase or sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider MEARS MICHAEL N

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Shares	1,498.77	$0.00	$0.00

Holdings After Transaction: Phantom Shares — 22,429.06 shares (Direct)

Footnotes (3)

1. F1. Each share of phantom stock is the economic equivalent of one share of Sempra Common Stock.
2. F2. Shares are subject to forfeiture if service as a director terminates for any reason other than death, disability or removal without cause prior to Sempra's 2027 Annual Shareholders Meeting. Vested phantom shares plus reinvested dividend equivalents are paid to the director in cash following separation of service.
3. F3. Includes 20,930.29 vested phantom shares acquired as deferred compensation for service as a director, which are not subject to forfeiture. Total includes shares accrued as dividend equivalents since the date of the last report of phantom shares.

Key Figures

Phantom shares granted: 1,498.77 phantom shares Total phantom shares after grant: 22,429.06 phantom shares Vested phantom shares included: 20,930.29 phantom shares +2 more

5 metrics

Phantom shares granted 1,498.77 phantom shares Grant to Michael N. Mears on 2026-05-12

Total phantom shares after grant 22,429.06 phantom shares Holdings following reported transaction

Vested phantom shares included 20,930.29 phantom shares Vested deferred compensation for director service

Transaction price per phantom share $0.00 per share Grant, award, or other acquisition

Forfeiture reference date 2027 Annual Shareholders Meeting Forfeiture condition for new phantom shares

Key Terms

Phantom Shares, dividend equivalents, deferred compensation, subject to forfeiture

4 terms

Phantom Shares financial

"Each share of phantom stock is the economic equivalent of one share of Sempra Common Stock."

Phantom shares are a form of employee or executive compensation that mimics the economic value of owning company stock without actually issuing real shares; holders receive cash or equivalent payments tied to the company’s share price or dividends. Think of it like a receipt that pays out if the stock rises — it aligns managers’ interests with shareholders but does not dilute ownership, while creating a future cash obligation that investors should watch as it can affect company cash flow and valuation.

dividend equivalents financial

"Vested phantom shares plus reinvested dividend equivalents are paid to the director in cash following separation of service."

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

deferred compensation financial

"Includes 20,930.29 vested phantom shares acquired as deferred compensation for service as a director, which are not subject to forfeiture."

Deferred compensation is pay that employees or executives have earned now but will receive at a later date, such as delayed bonuses, retirement benefits, or stock grants. It matters to investors because it creates future obligations and shapes incentives—like a promise to pay later that can affect a company’s reported profits, cash needs and potential stock dilution—so it helps signal how a business manages costs and retains key people.

subject to forfeiture financial

"Shares are subject to forfeiture if service as a director terminates for any reason other than death, disability or removal without cause prior to Sempra's 2027 Annual Shareholders Meeting."

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/13/2026 - 07:42 PM Learn about SEC filing dates

FAQ

What insider transaction did Sempra (SRE) director Michael N. Mears report?

Michael N. Mears reported receiving 1,498.77 phantom shares as a grant. These phantom shares are tied to his service as a director and are economically equivalent to Sempra common stock, increasing his total phantom share balance reported in this filing.

How many phantom shares does Sempra (SRE) director Michael N. Mears now hold?

After the latest grant, Michael N. Mears holds 22,429.06 phantom shares. This total includes 20,930.29 vested phantom shares previously acquired as deferred compensation for his board service, plus additional phantom shares accrued from dividend equivalents over time.

What are phantom shares in Sempra (SRE) director compensation?

Phantom shares are awards whose value mirrors Sempra common stock without issuing actual shares. Each phantom share is the economic equivalent of one Sempra share, and vested amounts plus dividend equivalents are ultimately paid to the director in cash after separation from service.

When can Sempra (SRE) director Michael N. Mears forfeit his new phantom shares?

The newly granted phantom shares can be forfeited if his service as a director ends before Sempra's 2027 Annual Shareholders Meeting. They are not forfeited if termination occurs due to death, disability, or removal without cause, as specified in the award terms.

How are Sempra (SRE) phantom shares paid out to director Michael N. Mears?

Vested phantom shares and related dividend equivalents are paid to Michael N. Mears in cash. This payment occurs following his separation from service as a director, making the award a form of deferred cash compensation linked to Sempra’s stock performance.

Is the Form 4 transaction for Sempra (SRE) a stock purchase or sale?

The Form 4 shows a grant of phantom shares, not a market trade. The 1,498.77 phantom shares were awarded as compensation, carry a reported price of $0.00 per share, and do not reflect an open-market purchase or sale of Sempra common stock.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

MEARS MICHAEL N

(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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2026

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)	05/12/2026		A		1,498.77		(2)	(2)	Common Stock	1,498.77	$0	22,429.06(3)	D

Explanation of Responses:

1. Each share of phantom stock is the economic equivalent of one share of Sempra Common Stock.

2. Shares are subject to forfeiture if service as a director terminates for any reason other than death, disability or removal without cause prior to Sempra's 2027 Annual Shareholders Meeting. Vested phantom shares plus reinvested dividend equivalents are paid to the director in cash following separation of service.

3. Includes 20,930.29 vested phantom shares acquired as deferred compensation for service as a director, which are not subject to forfeiture. Total includes shares accrued as dividend equivalents since the date of the last report of phantom shares.

Remarks:

	MICHAEL N. MEARS BY: Lisa H. Abbot, Managing Attorney - Corporate and Securities of Sempra and Attorney-In-Fact	05/13/2026
	** 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)