Sempra (NYSE: SRE) unit sells $1.1B in first mortgage bonds

Rhea-AI Filing Summary

San Diego Gas & Electric Company, an indirect subsidiary of Sempra, entered into an underwriting agreement to issue and sell $625,000,000 of 5.200% First Mortgage Bonds, Series DDDD, due 2036 and $475,000,000 of 5.950% First Mortgage Bonds, Series EEEE, due 2056.

The bonds will be resold by underwriters in a registered public offering under an existing shelf registration on Form S-3, at public offering prices of 99.754% and 99.392% of their respective aggregate principal amounts. The transaction is documented in an underwriting agreement filed as an exhibit.

Insights

Capital structure analyst

SDG&E adds $1.1B of long-dated secured debt at fixed rates.

San Diego Gas & Electric Company is issuing $625,000,000 of 5.200% First Mortgage Bonds due 2036 and $475,000,000 of 5.950% First Mortgage Bonds due 2056. These are secured utility bonds under the company’s first mortgage indenture.

The bonds are being sold to underwriters at slight discounts, with public offering prices of 99.754% and 99.392% of aggregate principal. The offering relies on an effective shelf registration, indicating the company had pre-cleared capacity to access public debt markets when terms were attractive.

The filing does not state specific uses of proceeds, so the main takeaway is that SDG&E is locking in fixed-rate, long-term funding. Actual balance sheet impact and deployment of funds will be clearer in subsequent financial statements and related disclosures.

00000865210001032208falsefalse 0000086521 2026-03-16 2026-03-16 0000086521 sre:SempraMember 2026-03-16 2026-03-16 0000086521 us-gaap:CommonStockMember 2026-03-16 2026-03-16 0000086521 sre:Sempra575JuniorSubordinatedNotesDue207925ParValueMember 2026-03-16 2026-03-16

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 16, 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 16, 2026, San Diego Gas & Electric Company (the “Company”), an indirect subsidiary of Sempra, entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Goldman Sachs & Co. LLC, RBC Capital Markets, LLC and Truist Securities, Inc., as the representatives of the several underwriters named on Schedule I thereto (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters, severally and not jointly, $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”) for resale at a public offering price of (i) 99.754% of the aggregate principal amount of the Series DDDD Bonds, and (ii) 99.392% of the aggregate principal amount of the Series EEEE Bonds, in a registered public offering under a prospectus supplement and related prospectus filed with the U.S. Securities and Exchange Commission pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-269677). A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to such exhibit.

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any jurisdiction in which, or to any person to whom, such offer, solicitation or sale would be unlawful. These securities are only offered by means of the prospectus supplement and related prospectus referred to above.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description of Exhibit
1.1		Underwriting Agreement, dated March 16, 2026, among San Diego Gas & Electric Company and BofA Securities, Inc., Goldman Sachs & Co. LLC, RBC Capital Markets, LLC and Truist Securities, Inc., as the representatives of the several underwriters named therein.
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 17, 2026				SEMPRA
				By:		/s/ Dyan Wold
						Dyan Wold
						Vice President, Controller and Chief Accounting Officer

Date: March 17, 2026				SAN DIEGO GAS & ELECTRIC COMPANY
				By:		/s/ Maritza Mekitarian
						Maritza Mekitarian
						Vice President, Controller and Chief Accounting Officer

FAQ

What debt securities is Sempra (SRE) subsidiary SDG&E issuing in this filing?

San Diego Gas & Electric Company is issuing two tranches of first mortgage bonds. These are $625,000,000 of 5.200% First Mortgage Bonds, Series DDDD, due 2036, and $475,000,000 of 5.950% First Mortgage Bonds, Series EEEE, due 2056, under an effective shelf registration.

What is the total principal amount of bonds issued by SDG&E in the SRE 8-K?

The filing details $1.1 billion of new SDG&E first mortgage bonds. This consists of $625,000,000 aggregate principal amount of Series DDDD bonds due 2036 and $475,000,000 aggregate principal amount of Series EEEE bonds due 2056, all issued under an underwriting agreement with major underwriters.

What interest rates and maturities apply to Sempra (SRE) SDG&E’s new bonds?

The new SDG&E bonds carry fixed coupons and long maturities. The Series DDDD First Mortgage Bonds pay 5.200% and mature in 2036, while the Series EEEE First Mortgage Bonds pay 5.950% and mature in 2056, providing long-term fixed-rate financing for the utility.

At what prices are SDG&E’s new first mortgage bonds being offered to the public?

The bonds are offered slightly below their aggregate principal amounts. The Series DDDD bonds are offered at 99.754% of aggregate principal, and the Series EEEE bonds are offered at 99.392% of aggregate principal, reflecting modest issuance discounts in the registered public offering.

How are Sempra (SRE) and SDG&E conducting this bond offering?

The offering is structured as a registered public offering via underwriters. SDG&E entered into an underwriting agreement with BofA Securities, Goldman Sachs & Co. LLC, RBC Capital Markets, LLC and Truist Securities, Inc., using an effective Form S-3 shelf registration and related prospectus supplement.

Where can investors find the detailed terms of SDG&E’s new bond issuance?

Detailed terms are contained in the underwriting agreement and prospectus documents. The underwriting agreement dated March 16, 2026 is filed as Exhibit 1.1, and the securities are offered only by means of the related prospectus supplement and base prospectus under SDG&E’s Form S-3 registration.

Filing Exhibits & Attachments

2 documents

Other Documents

• EX-1.1 EX-1.1 142.4 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 52.4 KB