Sempra Energy SEC Filings

Sempra furnished an 8‑K announcing financial results for the three and nine months ended September 30, 2025. The company attached a news release as Exhibit 99.1 and segment Statements of Operations data as Exhibit 99.2.

The disclosure was made under Item 2.02 and is expressly stated as furnished, not filed. San Diego Gas & Electric Company and Southern California Gas Company are co‑registrants. Listed securities include Sempra common stock (SRE) and 5.75% Junior Subordinated Notes due 2079 (SREA).

Sempra (SRE): The Vanguard Group filed Amendment No. 11 to Schedule 13G reporting passive ownership of Sempra common stock. The filing lists 75,724,549 shares beneficially owned, representing 11.60% of the class as of 09/30/2025.

Vanguard reports no sole voting power, with shared voting power over 4,137,863 shares. It reports sole dispositive power over 69,167,967 shares and shared dispositive power over 6,556,582 shares. The position is certified as held in the ordinary course of business without the purpose or effect of changing or influencing control.

Vanguard notes its clients, including registered investment companies and other managed accounts, have rights to dividends or sale proceeds related to the reported securities, and no single other person’s interest exceeds 5%.

Kevin C. Sagara, a director of Sempra (SRE), reported acquisition of 140.04 phantom shares of Sempra common stock on 10/01/2025 as director compensation. The filing presents a price reference of $89.26 and shows total beneficial ownership of 3,913.93 shares following the transaction. The total includes 2,029.89 unvested restricted phantom shares that are subject to forfeiture if service as a director ends before vesting except for death, disability, or removal without cause. The Form 4 was signed and filed on 10/02/2025 by an attorney-in-fact.

Cynthia J. Warner, a director of Sempra (SRE), acquired 324.89 phantom shares of Sempra common stock as director compensation on 10/01/2025. The reported price per share is $89.26. Following the transaction she beneficially owns 12,728.31 shares in total, which includes 1,879.66 unvested restricted phantom shares that are forfeitable if her service terminates before vesting except for death, disability, or removal without cause. The phantom shares convert 1-for-1 to common stock, exercisable immediately for vested shares; expiration is not applicable.

Jennifer M. Kirk, a director of Sempra (SRE), reported receipt of 140.04 phantom shares of Sempra common stock as director compensation on 10/01/2025. The phantom shares convert 1-for-1 into common stock and are exercisable immediately for vested shares. Following the reported transaction, Ms. Kirk beneficially owns 4,501.46 shares in total, which includes 1,879.66 unvested restricted phantom shares that may be forfeited if her service as a director ends before vesting except for death, disability, or removal without cause.

Richard J. Mark, a director of Sempra (SRE), reported receipt of 140.04 phantom shares as director compensation on 10/01/2025. The phantom shares convert 1-for-1 into common stock and were acquired at a reported price of $89.26 per share. The shares that vested are exercisable immediately and there is no expiration date. After this transaction, the reporting person beneficially owns 1,567.4 shares (direct ownership). The Form 4 was signed on behalf of Mr. Mark by Sempra’s attorney-in-fact on 10/02/2025.

Kevin C. Sagara, a director of Sempra (SRE), reported the sale of 14,433 shares of the company's common stock on 09/29/2025 at a price of $89.50 per share under a previously established Rule 10b5-1 trading plan dated March 19, 2025. The Form 4 shows Mr. Sagara retains a direct beneficial ownership stake following the reported transaction and also holds an indirect interest of 2,404.47 shares through a 401(k) savings plan as of 09/26/2025. The filing was signed by an attorney-in-fact on Mr. Sagara's behalf and includes a Power of Attorney exhibit.

Form 144 notice for Sempra (SRE) indicates a proposed sale of 14,433 shares of Sempra common stock through Oppenheimer & Co., with an aggregate market value of $1,278,619.47. The filing lists approximately 652,472,426 shares outstanding and an approximate sale date of 09/29/2025. The securities were acquired through vesting of restricted stock units: 144 shares on 01/15/2025 (reinvested dividends), 11,711 shares on 01/28/2025, and 2,578 shares on 02/19/2025, all as compensation under Sempra's long-term incentive plan. The filer also reported a sale by Kevin C. Sagara of 28,864 shares on 09/15/2025 for gross proceeds of $2,430,591.00. The notice includes the standard insider representation about material nonpublic information.

Sempra Infrastructure Partners approved a positive final investment decision for PA LNG Phase 2 and executed a near-50/50 investor equity subscription to fund the project. The project has definitive 20-year offtake agreements aggregating 10 Mtpa with named counterparties and additional long-term incremental offtake up to 0.75 Mtpa. A JVCo issued 49.9% to an investor consortium led by Blackstone Credit & Insurance for $3.4 billion funded now and $3.6 billion on a scheduled basis; Sempra holds 50.1% and will provide up to $7.8 billion of capital commitments for its share of construction costs. Distributions initially allocate 59.9% to Investor Members and 40.1% to Sempra's JVCo Member. The agreement includes rights that require a lump-sum payment to investors if certain events occur and allows the JVCo Member to repurchase investor interests after such payment. Separately, the Guaymas-El Oro pipeline segment remains a Sole Risk Project of Sempra with PP&E of approximately $400 million at 2Q 2025. The amended LPA restricts Sempra unit transfers before January 1, 2029, and includes customary co-sale, drag-along and registration rights.