Sempra (SRE) utility SDG&E prices $1.1B first mortgage bond sale

Rhea-AI Filing Summary

San Diego Gas & Electric Company, an indirect subsidiary of Sempra, closed a public offering of first mortgage bonds totaling $1.1 billion. The company sold $625 million of 5.200% Series DDDD Bonds due 2036 and $475 million of 5.950% Series EEEE Bonds due 2056, both issued under its Form S-3 shelf registration.

Proceeds to the company, after underwriting discounts but before approximately $2.6 million of offering expenses, are 99.104% of the Series DDDD principal amount and 98.517% of the Series EEEE principal amount. Interest on both series accrues from March 20, 2026 and is payable semiannually on March 15 and September 15, beginning September 15, 2026, with both series redeemable before maturity on the terms described in the filed supplemental indentures.

CACA00010322080000086521falsefalseSempra 5.75% Junior Subordinated Notes Due 2079, $25 par value 0001032208 2026-03-20 2026-03-20 0001032208 sre:SanDiegoGasElectricCompanyMember 2026-03-20 2026-03-20 0001032208 us-gaap:CommonStockMember 2026-03-20 2026-03-20 0001032208 sre:SempraEnergy575JuniorSubordinatedNotesDue2079Member 2026-03-20 2026-03-20

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

Date of Report (Date of earliest event reported): March 20, 2026

Commission File Number		Exact Name of Registrants as Specified in their Charters, Address and Telephone Number		State of Incorporation		I.R.S. Employer Identification Nos.		Former name or former address, if changed since last report
1-14201		SEMPRA 488 8th Avenue San Diego, California 92101 (619) 696-2000		California		33-0732627		No change
1-03779		SAN DIEGO GAS & ELECTRIC COMPANY 8330 Century Park Court San Diego, California 92123 (619) 696-2000		California		95-1184800		No change

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
San Diego Gas & Electric 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		☐
San Diego Gas & Electric 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		☐
San Diego Gas & Electric Company		☐

Item 8.01 Other Events.

On March 20, 2026, San Diego Gas & Electric Company (the “Company”), an indirect subsidiary of Sempra, closed its previously announced public offering and sale of $625,000,000 aggregate principal amount of its 5.200% First Mortgage Bonds, Series DDDD, due 2036 (the “Series DDDD Bonds”) and $475,000,000 aggregate principal amount of its 5.950% First Mortgage Bonds, Series EEEE, due 2056 (the “Series EEEE Bonds”) with proceeds to the Company (after deducting the underwriting discount but before deducting the Company’s other offering expenses estimated at approximately $2.6 million) of (i) 99.104% of the aggregate principal amount of the Series DDDD Bonds, and (ii) 98.517% of the aggregate principal amount of the Series EEEE Bonds. The sale of the Series DDDD Bonds and Series EEEE Bonds was registered under the Company’s Registration Statement on Form S-3 (File No. 333-269677).

The Series DDDD Bonds were issued pursuant to the Seventy-Eighth Supplemental Indenture, dated as of March 20, 2026, which is filed herewith as Exhibit 4.1. The Series DDDD Bonds will mature on March 15, 2036. The Series DDDD Bonds will bear interest at the rate of 5.200% per annum. Interest on the Series DDDD Bonds will accrue from March 20, 2026 and is payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2026. The Series DDDD Bonds will be redeemable prior to maturity at the redemption prices and under the circumstances described in the form of Series DDDD Bond, which form is included in Exhibit 4.1 hereto.

The Series EEEE Bonds were issued pursuant to the Seventy-Ninth Supplemental Indenture, dated as of March 20, 2026, which is filed herewith as Exhibit 4.2. The Series EEEE Bonds will mature on March 15, 2056. The Series EEEE Bonds will bear interest at the rate of 5.950% per annum. Interest on the Series EEEE Bonds will accrue from March 20, 2026 and is payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2026. The Series EEEE Bonds will be redeemable prior to maturity at the redemption prices and under the circumstances described in the form of Series EEEE Bond, which form is included in Exhibit 4.2 hereto.

The foregoing descriptions of some of the terms of the Series DDDD Bonds and Series EEEE Bonds are not complete and are qualified in their entirety by the form of Series DDDD Bond and the Seventy-Eighth Supplemental Indenture and the form of Series EEEE Bond and the Seventy-Ninth Supplemental Indenture, which are filed as exhibits herewith and are incorporated herein by reference. Further information regarding the sale of the Series DDDD Bonds and Series EEEE Bonds is contained in the Underwriting Agreement, dated March 16, 2026, which was filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on March 17, 2026.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description of Exhibit
4.1		Seventy-Eighth Supplemental Indenture, dated as of March 20, 2026.
4.2		Seventy-Ninth Supplemental Indenture, dated as of March 20, 2026.
4.3		Form of Series DDDD Bond (included in Exhibit 4.1 hereto).
4.4		Form of Series EEEE Bond (included in Exhibit 4.2 hereto).
5.1		Opinion of Latham & Watkins LLP.
23.1		Consent of Latham & Watkins LLP (contained in the opinion filed as Exhibit 5.1 hereto).
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURE

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.

Date: March 20, 2026				SEMPRA
				By:		/s/ Dyan Wold
						Dyan Wold
						Vice President, Controller and Chief Accounting Officer

Date: March 20, 2026				SAN DIEGO GAS & ELECTRIC COMPANY
				By:		/s/ Maritza Mekitarian
						Maritza Mekitarian Vice President, Controller and Chief Accounting Officer

FAQ

What did Sempra (SRE) disclose in this 8-K filing?

Sempra’s indirect subsidiary San Diego Gas & Electric Company closed a public sale of $625 million 5.200% Series DDDD and $475 million 5.950% Series EEEE first mortgage bonds, providing about $1.1 billion in debt financing under its existing Form S-3 shelf registration.

What are the key terms of SDG&E’s Series DDDD first mortgage bonds?

The Series DDDD Bonds total $625 million, bear interest at 5.200% per year, and mature on March 15, 2036. Interest starts accruing March 20, 2026 and is paid semiannually each March 15 and September 15, beginning September 15, 2026, with optional redemption on specified terms.

What are the key terms of SDG&E’s Series EEEE first mortgage bonds?

The Series EEEE Bonds total $475 million, carry a 5.950% annual interest rate, and mature on March 15, 2056. Interest accrues from March 20, 2026, with semiannual payments each March 15 and September 15 starting September 15, 2026, and the bonds may be redeemed early under stated conditions.

How much in proceeds will SDG&E receive from the bond offering?

San Diego Gas & Electric Company will receive proceeds equal to 99.104% of the $625 million Series DDDD principal and 98.517% of the $475 million Series EEEE principal, after underwriting discounts but before approximately $2.6 million of other offering expenses disclosed in the filing.

Under what registration statement were SDG&E’s new bonds sold?

The Series DDDD and Series EEEE first mortgage bonds were sold under San Diego Gas & Electric Company’s existing Registration Statement on Form S-3, File No. 333-269677, which allows the company to issue debt securities to investors in registered public offerings.

Which key exhibits accompany this Sempra (SRE) 8-K about SDG&E bonds?

The filing includes the Seventy-Eighth and Seventy-Ninth Supplemental Indentures, forms of the Series DDDD and Series EEEE Bonds, a legal opinion from Latham & Watkins LLP with its consent, and an Inline XBRL cover page data file as the primary listed exhibits.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-4.1 EX-4.1 293.6 KB
• EX-4.2 EX-4.2 289.8 KB
• EX-5.1 EX-5.1 17.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 53.8 KB