Sempra (SRE) director awarded 1,498.77 phantom shares as deferred pay

Rhea-AI Filing Summary

WARNER CYNTHIA J reported acquisition or exercise transactions in this Form 4 filing.

Sempra director Cynthia J. Warner received a grant of 1,498.77 phantom shares, a form of deferred compensation economically equivalent to Sempra common stock. The award was recorded at a price of $0.00 per share and does not represent an open‑market purchase or sale.

These phantom shares are subject to forfeiture if her board service ends before Sempra's 2027 Annual Shareholders Meeting, except in cases of death, disability or removal without cause. After this transaction, she holds a total of 15,117.92 phantom shares, including 13,619.15 vested phantom shares that are not subject to forfeiture and reflect prior deferred compensation and accrued dividend equivalents.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider WARNER CYNTHIA J

Role Director

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

Holdings After Transaction: Phantom Shares — 15,117.92 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 13,619.15 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: 15,117.92 phantom shares Vested phantom shares: 13,619.15 phantom shares +2 more

5 metrics

Phantom shares granted 1,498.77 phantom shares Grant/award acquisition on 2026-05-12

Total phantom shares after grant 15,117.92 phantom shares Holdings following reported transaction

Vested phantom shares 13,619.15 phantom shares Vested, not subject to forfeiture, per footnote

Forfeiture condition end point 2027 Annual Shareholders Meeting Forfeiture risk if director service ends before this meeting

Exercise/conversion price $0.00 per share Phantom share grant recorded at zero price

Key Terms

Phantom Shares, deferred compensation, dividend equivalents, subject to forfeiture, +1 more

5 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.

deferred compensation financial

"Includes 13,619.15 vested phantom shares acquired as deferred compensation for service as a director"

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.

dividend equivalents financial

"Total includes shares accrued as dividend equivalents since the date of the last report of phantom shares."

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.

subject to forfeiture financial

"Shares are subject to forfeiture if service as a director terminates for any reason other than death"

Annual Shareholders Meeting regulatory

"prior to Sempra's 2027 Annual Shareholders Meeting."

An annual shareholders meeting is a yearly gathering where owners of a company review its performance, hear presentations from management, ask questions, and vote on important items such as board members, executive pay, and dividend policies. Think of it as a company town hall where votes and discussions can change leadership, strategy or payouts—outcomes that can directly affect a stock’s future performance and an investor’s rights and returns.

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 - 07:43 PM Learn about SEC filing dates

FAQ

What insider transaction did Sempra (SRE) report for Cynthia J. Warner?

Sempra reported that director Cynthia J. Warner received 1,498.77 phantom shares as a grant. These are compensation-related units rather than an open-market stock purchase or sale, tied to her service on the company’s board of directors.

What are the terms of the new phantom shares granted to Sempra director Warner?

The 1,498.77 phantom shares are subject to forfeiture if her service as a director ends before Sempra’s 2027 Annual Shareholders Meeting, except for death, disability or removal without cause. They mirror Sempra common stock value and accrue dividend equivalents.

How many phantom shares does Cynthia J. Warner hold after this Sempra Form 4?

After the reported grant, Cynthia J. Warner holds 15,117.92 phantom shares in total. This figure includes the new 1,498.77 phantom shares plus previously accumulated vested phantom shares and related dividend equivalents from earlier deferred compensation.

How many Sempra phantom shares held by Warner are already vested?

The filing states that 13,619.15 of Warner’s phantom shares are vested and not subject to forfeiture. These vested phantom shares were acquired as deferred compensation for board service and include shares accrued as dividend equivalents since the last phantom share report.

Do the Sempra phantom shares give Cynthia J. Warner actual common stock now?

The phantom shares are economically equivalent to Sempra common stock but are not actual shares today. Vested phantom shares plus reinvested dividend equivalents are paid to the director in cash following separation from service on Sempra’s board of directors.

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^*

WARNER CYNTHIA J

(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	15,117.92(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 13,619.15 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:

	CYNTHIA J. WARNER 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)